You are on page 1of 200

-- .

--
-.--
--
----
--
-j
-r
tBARNES-.THORNBlfRd
2009
ALL RIGHTS RIGHT RESERVEP
$2500000
City
of
Marion
Indiana
Taxable Economic
Development
Revenue
Bonds Bond
Series Serie 2009
Global
Investment
Consulting
Inc
Project
Dated December
17
2009
Bruce
Donaldson
Esq
317
231-7290
BARNES BARNE THORN BURG
LLP
btlaw.com
$2500000
City
of
Marion
Indiana
Taxable Economic
Development
Revenue Bonds Bond
Series Serie 2009
Global
Investment
Consulting
Inc
Project
December
17
2009
TABLE OF CONTENTS CONTENT
Tab No Document
Basic Documents Document
Loan
Agreement
Series Serie 2009 Note
Trust Indenture
BondNoR-1
cjp
Documents Document
Certificate of
Secretary
of the
City
of Marion Economic
Development
Commission
Proof of Publication of Notice of Public
Hearing
EDC Resolution
EDC
Report
Certificate of
City
Clerk
including
General Ordinance No
16-2009
General Certificate of
City
Signature
and No
Litigation
Certificate
Authentication Order
Redevelopment
Commission
Documents Document
10
Pledge
Resolution of the
Redevelopment
Commission
11 Certificate of
Secretary
of the
Redevelopment
Commission
12 TIP
Parity Report
Borrower and Gurantor Documents Document
13 Articles Article of
Incorporation
of Borrower
14
By-Laws By-Law
of Borrower
15
Certificate of Existence of
Borrower and
Authority
to Transact Business Busines in Indiana
16 General Certificate of Borrower
including
Borrower
Resolution
17
Guaranty
18
Mortgage
Purchaser Documents Document
19
Certificate of
Payment
for and
Receipt
of Bonds Bond
20 Investment Letter
Trustee Documents Document
21 Certificate of Trustee
22 Certificate of Authentication and
Delivery
of Bonds Bond
Opinions Opinion
of Counsel
23
Opinion
of Counsel to Issuer
24
Opinion
of Counsel to Economic
Development
Commission
25
Opinion
of Counsel to Global Investment
Consulting
Inc
26
Opinion
of Bond Counsel
INDSOI BDD 1168164v1
LOAN AGREEMENT
BETWEEN
GLOBAL
INVESTMENT
CONSULTING
INC
AND
CITY OF
MARION
INDIANA
NOTE
SERIES SERIE
2009
Dated
as of December 2009
Certain of the
rights right
of
the Issuer hereunder have been
assigned
to First
Farmers Farmer Bank
Trust
as Trustee under Trust Indenture dated
as
of
the date
hereof
from the Issuer
Table of Contents Content
Page
ARTICLE
DEFINITIONS DEFINITION AND EXHIBITS EXHIBIT
Section 1.1 Terms Term Defined
Section
1.2
Rules Rule of
Interpretation
Section 1.3 Exhibits Exhibit
ARTICLE II
REPRESENTATIONS REPRESENTATION
LOAN OF SERIES SERIE 2009 BOND PROCEEDS PROCEED
Section
2.1
Representations Representation
by
Issuer
Section 2.2
Representations Representation by
Borrower
Section 2.3 Loan of Series Serie 2009 Bond
Proceeds Proceed
by
Issuer
ARTICLE III PARTICULAR COVENANTS COVENANT OF THE BORROWER
Section 3.1 Consent
to
Assignments Assignment
to
Trustee
Section
3.2
Payment
of
Principal
Premium and
Interest Payments Payment Pledged
Section 3.3 Maintenance of
Corporate
Existence 10
Section
3.4 Trustees Trustee
Right
to Perform Borrowers Borrower
Covenants Covenant
Advances Advance 10
Section 3.5
Indemnity
11
Section 3.6
Issuance of Substitute Notes Note 11
Section 3.7
Payment
of
Expenses Expense
of
Issuance
of Series Serie
2009
Bonds Bond
11
Section 3.8
Funding
of Indenture
Funds Fund
Investments Investment 12
Section
3.9 Other Amounts Amount
Payable by
the Borrower
12
Section 3.10 Credits Credit
on Notes Note 13
Section 3.11
Completion
of
Project
13
Section 3.12
Sale Substitution
or Lease of Facilities Facilitie 14
ARTICLE IV PREPAYMENT OF SERIES SERIE
2009 NOTE 15
Section
4.1
Optional Prepayment
Section 4.2
Mandatory Prepayment
Section
4.3 Notice of
Prepayment 15
ARTICLE
EVENTS EVENT OF DEFAULT AND REMEDIES REMEDIE THEREFOR
16
Section Events Event of Default
16
Section 5.2 Trustee
May
Enforce Demand
17
Section 5.3 Remedies Remedie Cumulative
18
Section 5.4
Delay
or
Omission
Not Waiver 18
Section
5.5 Waiver of
Extension
Appraisement
or
Stay
Laws Law 18
Section 5.6 Remedies Remedie
Subject
to Provisions Provision of Law 18
ARTICLE VI IMMUNITY
19
Section 6.1
Immunity
19
ARTICLE VII SUPPLEMENTS SUPPLEMENT AND AMENDMENTS AMENDMENT
TO THIS THI LOAN AGREEMENT 20
Section 7.1
Supplements Supplement
and Amendments Amendment to this thi Loan
Agreement
20
ARTICLE VIII DEFEASANCE .21
Section 8.1 Defeasance 21
ARTICLE IX MISCELLANEOUS MISCELLANEOU PROVISIONS PROVISION 22
Section 9.1 Loan
Agreement
for Benefit of Parties Partie Hereto 22
Section 9.2
Severability
22
Section 9.3
Limitation on
Interest
22
Section 9.4 Addresses Addresse for Notice and Demands Demand 22
Section 9.5 Successors Successor and
Assigns Assign
23
Section
9.6
Counterparts Counterpart
23
Section 9.7
Governing
Law
23
11
LOAN AGREEMENT
This Thi is LOAN
AGREEMENT
dated as
of
December
2009
the
Loan
Agreement
between GLOBAL INVESTMENT
CONSULTING INC
corporation duly organized
and
validly existing
under the laws law of the State of Nevada
the Borrower
and the CITY OF
MARION INDIANA
municipal corporation
duly
organized
and
validly existing
under the
laws law of the State of Indiana
the Issuer
WHEREAS WHEREA
the Indiana
Code
Title
36
Article
Chapters Chapter
11.9 and
12 as
supplemented
and amended
collectively
the
Act
authorizes authorize and
empowers empower
the Issuer to issue revenue
bonds bond and to
lend the
proceeds proceed
therefrom for
the
purpose
of
financing
costs cost
of construction of
infrastructure
for diversification of economic
development
and
promotion ofjob
opportunities opportunitie
in
or near such Issuer
and
vests vest
the Issuer
with
powers power
that
may
be
necessary
to enable it to
accomplish
such
purposes purpose
WHEREAS WHEREA
the
Issuer upon finding
that the
Project as
hereinafter
defined
and the
proposed financing
of the construction thereof will create additional
employment opportunities opportunitie
in the
City
of
Marion
will benefit the
health
safety
morals moral
and
general
welfare of the citizens citizen
of
the
City
of
Marion and
the State
of
Indiana
and will
comply
with the
purposes purpose
and
provisions provision
of the
Act
adopted
an
ordinance
approving
the
proposed financing
WHEREAS WHEREA
the Marion
Redevelopment
Commission
the Redevelopment
Commission
has established the
Marion
Consolidated
Allocation Area
the Area
located in
the
City
of
Marion
WHEREAS WHEREA
the Issuer
intends intend
to
issue its Taxable Economic
Development
Revenue
Bonds Bond
Series Serie 2009
Global
Investment
Consulting
Inc
Project
in the
aggregate
principal
amount of
$2500000
the
Series Serie 2009
Bonds Bond pursuant
to the Trust Indenture dated
as
of
December
2009
the Indenture
between the Issuer
and
First Farmers Farmer
Bank
Trust
as
Trustee
the Trustee
and
to
lend the
proceeds proceed
of the Series Serie 2009 Bonds Bond
pursuant
to the
provisions provision
of this thi Loan
Agreement
to
the
Borrower to finance the
proj
ects ect set forth on
Exhibit
WHEREAS WHEREA
this thi Loan
Agreement provides provide
for the
repayment
by
the Borrower of
the
loan of
the
proceeds proceed
of the Series Serie 2009 Bonds Bond
and
further
provides provide
for
the
Borrowers Borrower
repayment
obligation
to
be evidenced
by
the Borrowers Borrower
Note
Series Serie 2009
the
Series Serie 2009
Note
in
substantially
the form attached hereto as Exhibit
WHEREAS WHEREA
pursuant
to the
Indenture
the Issuer will
pledge
and
assign
the Series Serie 2009
Note and
assign
certain of its
rights right
under this thi Loan
Agreement
to the Trustee as
security
for the
Series Serie 2009
Bonds Bond
and
WHEREAS WHEREA
the Series Serie 2009 Bonds Bond issued under the Indenture will be
payable
solely
out
of the
payments payment
to be made
by
the Borrower
on
the Series Serie 2009 Note and
any
other Notes Note
issued
hereunder ii
TIF
Revenues Revenue
as
defined
in the
Indenture
or
iii
bond
proceeds proceed
and
proceeds proceed
of condemnation and insurance
PRELIMINARY STATEMENT
In consideration of the
premises premise
the
loan
of the
proceeds proceed
of the Series Serie 2009 Bonds Bond
to
be
made
by
the
Issuer
the
acceptance
of the Series Serie 2009 Note
by
the
Issuer
and of other
good
and
valuable
consideration
the
receipt
of which is
hereby acknowledged
the Borrower has executed
and delivered this thi
Loan
Agreement
This Thi Loan
Agreement
is executed
upon
the
express expres
condition that
if the
Borrower shall
pay
or cause to
be
paid
all
indebtedness indebtednes hereunder and shall
keep perform
and observe all and
singular
the
covenants covenant
and
promises promise expressed
in the Notes Note and this thi Loan
Agreement
to be
kept
performed
and observed
by
the
Borrower
then this thi
Loan
Agreement
and the
rights right hereby
granted
shall
cease
determine and be
void
otherwise to remain in full force and effect
The
Borrower and the Issuer
hereby
further covenant and
agree
as follows follow
ARTICLE
DEFINITIONS DEFINITION AND EXHIBITS EXHIBIT
Section 1.1 Terms Term Defined As used in this thi Loan
Agreement
the
following
terms term
shall have the
following
meanings meaning
unless unles the context
clearly
otherwise
requires require
Act
means mean collectively
Indiana Code 36-7-11.9
and 36-7-12
Annual Fees Fee means mean annual Trustee Fees Fee
Area
means mean the
Marion
Consolidated Allocation Area established
by
the
Redevelopment
Commission
pursuant
to Indiana Code 36-7-14-39
Bond Counsel
means mean
nationally recognized
firm of
municipal
bond
attorneys attorney
acceptable
to the Trustee
Bond Fund means mean the Bond Fund established
by
Section 4.2 of the Indenture
Bondholder
or
owner of Bond
or
any
similar term
means mean
the
owner
of Bond
Bonds Bond
means mean
the Series Serie 2009 Bonds Bond
Borrower
means mean
Global
Investment
Consulting Inc
corporation duly organized
and
validly
existing
under the laws law of the State of Nevada and
qualified
to
do business busines in the State of
Indiana
or
any
successors successor
thereto
permitted
under Section 3.3
hereof
Construction Fund
means mean
the
Construction Fund established in Section 4.3
of
the
Indenture
Costs Cost of Construction
means mean
the
costs cost
of
providing
for
an
economic
development
project as
defined and set forth in the Act
Counsel
means mean an
attorney duly
admitted
to
practice
law before the
highest
court
of
any
state
and
without
limitation
may
include
legal
counsel for either the Issuer
or
the Borrower
Facilities Facilitie
shall mean
the
building
in which the Borrower is
undertaking
the
Project
in
the Area
Government
Obligations Obligation
means mean
direct
obligations obligation
of the United States State of America
for the
payment
of which the full faith and credit of
the
United States State
of
America is
pledged
obligations obligation
issued
by
person
controlled
or
supervised by
and
acting
as an
instrumentality
of the
United
States State
of
America
the
payment
of the
principal
of and
premium
if
any
and interest
on
which is
fully guaranteed as
full faith and credit
obligation
of the United States State of America
including any
securities securitie described in
or
issued
or
held in
book-entry
form
on
the books book of
the
Department
of
Treasury
of the United States State of America
or
Federal Reserve
Bank
or
certificates certificate
or
receipts receipt representing
direct
ownership
interests interest in
obligations obligation
or
specified portions portion
such
as
principal
or interest
of
obligations obligation
described in
or
which
obligations obligation
are
held
by
custodian in
safekeeping
on
behalf of such certificates certificate
or
receipts receipt
Indenture
means mean
the Trust Indenture dated
as
of December
2009
between the Issuer
and the
Trustee
and all
amendments amendment
and
supplements supplement
thereto
Issuer means mean
the
City
of
Marion Indiana
municipal corporation duly organized
and
validly
existing
under the laws law of the State
Loan
means mean
the loan
by
the Issuer
to
the Borrower of the
proceeds proceed
of the sale of the
Series Serie 2009
Bonds Bond
Net
Proceeds Proceed
when used with
respect
to
any
insurance
or
condemnation
award means mean
the
gross gros
proceeds proceed
from the insurance or condemnation award
remaining
after
payment
of all
expenses expense including attorneys attorney
fees fee and
expenses expense
and
any expenses expense
of the Trustee
or
the
Issuer
incurred in the collection of such
gross gros
proceeds proceed
Note
or
Notes Note
means mean
the Series Serie 2009
Note
and
any
notes note issued
in
exchange
therefor
pursuant
to Section 3.6 hereof
Outstanding
with reference to
Bonds Bond means mean
all Bonds Bond theretofore issued and not
yet
paid
and
discharged
under the
terms term
of the Indenture and with reference
to
Notes Note
means mean
all
notes note
theretofore issued
and not
yet paid
and
discharged
under the terms term of this thi Loan
Agreement
Project
means mean the
projects project
set forth in Exhibit
Qualified
Investments Investment
means mean
to the extent
permitted by
the laws law of the State
Government
Obligations Obligation ii iii
certificates certificate of
deposit
time
deposits deposit
and other
interest-bearing deposit
accounts account with
any
banking institution including
the
Trustee
which
are
insured
by
the Federal
Deposit
Insurance
Corporation iv any money
market
fund
sweep
account
mutual fund
or
trust
which
may
be funds fund
or trusts trust
of the
Trustee or
Paying Agent
as
shall invest
solely
in
portfolio
of
obligations obligation
described in above or
money
market funds fund
rated in the
highest
category
by Moodys Moody
Investors Investor Service or Standard Poors Poor
Ratings Rating Group
repurchase agreements agreement
with the Trustee
or
any
of
its affiliated
banks bank
or
any
other
bank
having
net worth of at least
$100000000
secured
by pledge
and
physical delivery except
in
the
case
of securities securitie issued in
book-entry
form
which shall be
registered
in the
name
of the
Trustee
to the Trustee of
obligations obligation
described
in
hereof vi municipal obligations obligation
the
interest
on
which would be
excluded
from the
gross gros
income of the
owners owner
thereof for federal
tax
purposes purpose
under Section 103 of the Internal Revenue Code of
1986
as
amended
if
rated in
one of the three
highest rating categories categorie
of either
Moodys Moody
Investors Investor Service or Standard
Poors Poor
Ratings Rating Group or
if
fully
secured
by
securities securitie
guaranteed
as
to
principal
and interest
by
the United
States State of
America
and
vii
stock of
Qualified Regulated
Investment
Company
which invests invest
solely
in
obligations obligation
described in
vi
above
Redevelopment
Commission
means mean
the
City
of Marion
Redevelopment
Commission
Series Serie 2009 Bonds Bond
means mean
the
City
of
Marion
Indiana Taxable Economic
Development
Revenue
Bonds Bond
Series Serie 2009
Global
Investment
Consulting
Inc
Project
Tax Increment means mean all real and
depreciable personal property
tax
proceeds proceed
attributable to the assessed valuation of
properties propertie
within the Area as of each March
in
excess exces
of the base
assessed value of such
properties propertie
The incremental assessed value is
multiplied
by
the current
property
tax rate
per
$100 assessed
value
TIP
Pledge
Resolution
means mean
Resolution No 16-2009
adopted by
the
Redevelopment
Commission
on November 2009
TIP Revenues Revenue means mean Tax Increment received
by
the
Redevelopment
Commission and
pledged
to the Issuer
pursuant
to
TIF
Pledge
Resolution
Trustee
means mean
the
trustee
and/or
co-trustee at
the time
serving
as such under the
Indenture
and shall
initially
mean First Farmers Farmer Bank
Trust Converse
Indiana
Section 1.2 Rules Rule of
Interpretation
For all
purposes purpose
of this thi Loan
Agreement except
as
otherwise
expressly provided
or
unless unles the
context otherwise
requires require
This Thi Loan
Agreement
means mean
this thi
instrument as
originally
executed
and
as
it
may
from time
to time be
supplemented
or amended
pursuant
to the
applicable provisions provision
hereof
All references reference in this thi instrument
to
designated Articles Article
Sections Section and other
subdivisions subdivision
are to the
designated Articles Article
Sections Section and other subdivisions subdivision of this thi instrument
as
originally
executed The words word
herein
hereof and hereunder and other words word of similar
import
refer to this thi Loan
Agreement
as
whole
and not to
any particular
Article
Section
or
other
subdivision
The terms term defined in this thi Article have the
meanings meaning assigned
to
them in this thi
Article and include the
plural
as
well
as the
singular
and the
singular
as well as the
plural
All
accounting
terms term not otherwise defined herein have the
meanings meaning assigned
to
them in accordance with
generally accepted accounting principles principle
as
consistently applied
Any
terms term not defined herein but defined in the Indenture shall have the
same
meaning
herein
The terms term defined
elsewhere in this thi Loan
Agreement
shall have the
meanings meaning
therein
prescribed
for them
Section
1.3
Exhibits Exhibit The
following
Exhibits Exhibit
are
attached to and
by
reference made
part
of this thi Loan
Agreement
Exhibit The
Project
Exhibit Formof Series Serie 2009 Note
End
of Article
ARTICLE II
REPRESENTATIONS REPRESENTATION
LOAN OF SERIES SERIE 2009 BOND PROCEEDS PROCEED
Section 2.1
Representations Representation
by
Issuer Issuer
represents represent
and warrants warrant that
Issuer is
municipal
corporation organized
and
existing
under the laws law
of the
State of Indiana Under the
provisions provision
of the
Act
the Issuer is authorized
to
enter into the
transactions transaction
contemplated
by
this thi Loan
Agreement
and to
carry
out its
obligations obligation
hereunder
Issuer has been
duly
authorized to execute and deliver this thi Loan
Agreement
Issuer
agrees agree
that it
will do
or cause to
be done all
things thing
within
its
control
and
necessary
to
preserve
and
keep
in lull
force and effect its existence
Issuer
agrees agree
to
provide
funds fund from the issuance of the Series Serie 2009 Bonds Bond
to the
Borrower for
financing
the construction of the
Project
to create additional
employment
opportunities opportunitie
in
Marion
lndiana and to benefit the
health
safety
morals moral and
general
welfare of
the citizens citizen of Marion and the State of
Indiana
and to secure the Bonds Bond
by
pledging
certain of its
rights right
and interest in this thi Loan
Agreement
and the Series Serie 2009 Note
to
the Trustee
The Issuer
represents represent
that the Series Serie 2009 Note will be
assigned
to
the
Trustee
pursuant
to the
Indenture
and that
no further
assignment
is
contemplated by
the
Issuer
since the
Issuer
recognizes recognize
that the Series Serie 2009 Note has not been
registered
under the Securities Securitie Act of
1933
The
Area has been
properly
created as
an
allocation area
pursuant
to Indiana
Code 36-7-1439 The TIF Revenues Revenue have been
properly
and
legally pledged by
the
Redevelopment
Commission
to
the
payment
of
the Bonds Bond
Section 2.2
Representations Representation
by Borrower Borrower
represents represent
and warrants warrant that
It
is
corporation
duly organized
and
validly existing
under the laws law of the State
of Nevada and authorized
to
do business busines in the
State
of
Indiana
is not in violation of
any
laws law in
any
manner material to its
ability
to
perform
its
obligations obligation
under this thi Loan
Agreement
and the
Series Serie 2009
Note
has full
power
to enter
into and
perform
its
obligations obligation
under
this thi
Agreement
and the Series Serie 2009
Note
and
by proper
action has
duly
authorized the execution and
delivery
of
this thi Loan
Agreement
and the issuance of
the Series Serie 2009 Note
All of the
proceeds proceed
from the
Series Serie 2009 Bonds Bond
including
any
income earned on
the investment of such
proceeds proceed
will
be used for Costs Cost of Construction
The
Borrower intends intend to
operate
or cause
the
Proj
ect to
be
operated
as an
economic
development facility
under the
Act
until the
expiration
or
earlier termination of this thi
Loan
Agreement
as
provided
herein
Neither the execution and
delivery
of this thi Loan
Agreement
the consummation of
the transactions transaction
contemplated hereby including
execution and
delivery
of the Series Serie 2009 Note
nor
the fulfillment of
or
compliance
with the terms term and conditions condition of this thi Loan
Agreement
will
contravene
the
Borrowers Borrower
operating agreement
or
any
law
or
any
governmental
rule
regulation
or
order
presently binding
on
the Borrower
or
conflicts conflict with
or
results result in breach of the
terms term
conditions condition or
provisions provision
of
any agreement
or
instrument
to
which
Borrower is now
party
or
by
which it is
bound or
constitutes constitute default under
any
of the
foregoing
or results result in the creation
or
imposition
of
any
liens lien charges charge
or
encumbrances encumbrance whatsoever
upon any
of the
property
or assets asset
of Borrower under the terms term of
any
instrument or
agreement
The
execution
delivery
and
perfOrmance by
the Borrower of this thi Loan
Agreement
and the
Series Serie 2009 Note do not
require
the consent or
approval
of the
giving
of
notice
to
the
registration
with or
the
taking
of
any
other action in
respect
of
any
federal
state
or
other
governmental authority
or
agency
not
previously
obtained
or
performed
This Thi
Loan
Agreement
and the Series Serie 2009
Note
have
been
duly
executed and
delivered
by
the Borrower and constitute the
legal
valid and
binding
agreements agreement
of the
Borrower
enforceable
against
the Borrower in
accordance
with their
respective terms term except
as
may
be limited
by bankruptcy insolvency
or other similar laws law
affecting
the enforcement of
creditors creditor
rights right
in
general
The
enforceability
of the Borrowers Borrower
obligations obligation
under said
documents document is
subject
to
general principles principle
of
equity
regardless regardles
of whether such
enforceability
is
considered in
proceeding
at law
or
in
equity
There
are no
actions action
suits suit
or
proceedings proceeding pending or
to
the
knowledge
of the
Borrower threatened
before
any
court
administrative
agency
or arbitrator
which
individually
or
in the
aggregate might
result in
any
material adverse
change
in the financial condition of the
Borrower or
might
impair
the
ability
of the Borrower to
perform
its
obligations obligation
under this thi Loan
Agreement
or
the Series Serie 2009 Note
No
event
has occurred and is
continuing
which with the
lapse
of time
or
the
giving
of
notice would constitute
an
event of default under this thi Loan
Agreement
or the Series Serie
2009 Note
Section 2.3 Loan of Series Serie 2009 Bond Proceeds Proceed
by
Issuer
Concurrently
with the
execution and
delivery hereof
the
Issuer is
issuing
the Series Serie 2009 Bonds Bond and is
lending
the
proceeds proceed
from the sale thereof to the Borrower
by making
the
deposits deposit
and
payments payment
specified
in
Section
3.lof the Indenture Such Loan is
being
evidenced
by
the execution and
delivery by
the
Borrower of the Series Serie 2009 Note
substantially
in the form attached hereto
as
Exhibit
End
of Article
II
ARTICLE III
PARTICULAR COVENANTS COVENANT OF THE BORROWER
Section 3.1 Consent to
Assignments Assignment
to Trustee The Borrower
acknowledges acknowledge
and
consents consent to
the
pledge
and
assignment
of the Series Serie 2009 Note and the
assignment
of the Issuers Issuer
rights right
hereunder to the Trustee
pursuant
to the Indenture and
agrees agree
that the Trustee
may
enforce
the
rights right
remedies remedie and
privileges privilege granted
to
the Issuer
hereunder
to receive
payments payment
under
Sections Section
3.5
37 and 3.9 hereof and to execute and deliver
supplements supplement
and amendments amendment
to
this thi
Loan
Agreement pursuant
to Section 7.1 hereof
Section 3.2
Payment
of
Principal
Premium and
Interest Payments Payment Pledged
The
Borrower
will
duly
and
punctually
pay
the
principal of premium
if
any
and interest on the
Notes Note at the rates rate and the
places place
and in the
manner
mentioned in the Notes Note and this thi Loan
Agreement according
to
the
true intent and
meaning
thereof and hereof as follows follow on or
before
any
Interest
Payment
Date for the Bonds Bond
or
any
other date that
any payment
of
interest
premium
if
any
or
principal
is
required
to
be made in
respect
of the Bonds Bond
pursuant
to the
Indenture
until the
principal of premium
if
any
and interest on the Bonds Bond shall have been
frilly
paid or provision
for the
payment
thereof shall have been made in
accordance
with the
Indenture
it will
pay
in
immediately
available
funds fund
sum
which together
with
any moneys money
available for
such
payment
in the Bond Fund
including
without limitation
any
TIF
Revenues Revenue
will enable the
Trustee to
pay
the amount
payable
on such date as
principal
of
whether
at
maturity
or
upon
redemption or
acceleration
or
otherwise premium
if
any
and interest on the Bonds Bond
as
provided
in the Indenture Section 4.4 of the Indenture
provides provide
that the Issuer shall transfer
to
the Bond
Fund on each
February
and
August beginning
on
February
2010
the TIF Revenues Revenue
to
the
extent
available
for the
payment
of the Series Serie 2009
Bonds Bond
which transfers transfer shall be credit
against
and
serve to reduce the Borrowers Borrower
obligations obligation
to make
payments payment
under the Notes Note and
this thi Loan
Agreement
The Borrower also
agrees agree
to
pay
directly
to the Trustee
so
long
as
there
are
Bonds Bond
outstanding
all fees fee and
charges charge
of the Trustee incurred under the
Indenture as
and when the
same
become
due
ii
all costs cost incident
to
the
payment
of the
principal
of
premium
if
any
and
interest on the Bonds Bond as the
same
become due and
payable including
all costs cost and
expenses expense
in
connection with the
call redemption
and
payment
of
Bonds Bond iii
all
expenses expense
incurred in
connection with the
enforcement
of
any
rights right
under the Loan
Agreement
or the
Indenture
by
the
Issuer
the Trustee
or
the
Bondholders Bondholder
and
iv
all other
payments payment
of whatever
nature
which the
Borrower has
agreed
to
pay
or assume
under the
provisions provision
of the Loan
Agreement provided
however
that the Borrower
may
without
creating
default under the Loan
Agreement
contest
in
good
faith the
necessity
for
any
such
extraordinary
services service and
extraordinary
expenses expense
and
the reasonableness reasonablenes of
any
such
fees fee
charges charge
or
expenses expense
The Borrower covenants covenant and
agrees agree
with and for the
express expres
benefit of the
Issuer
the Trustee and the
owners owner
of the Bonds Bond that all
payments payment pursuant
hereto
and
to
the
Notes Note
shall
be made
by
the Borrower on or before the date the same become
due
and the Borrower shall
perform
all of its other
obligations obligation
covenants covenant
and
agreements agreement hereunder
without notice
or
demand
except
as
provided herein
and without
abatement deduction reduction diminution
waiver abrogation
set-off counterclaim
recoupment
defense
or
other modification or
any right
of termination or cancellation
arising
from
any
circumstance
whatsoever
whether
now
existing
or
hereafter
arising
and
regardless regardles
of
any
act of
God
contingency
event
or cause whatsoever
and
irrespective without limitation
of whether the
Project
or
the Borrowers Borrower title
to
the
Facilities Facilitie
or
any
part
thereof is defective
or nonexistent or
whether the Borrowers Borrower revenues revenue are
sufficient to make such
payments payment
and
notwithstanding
any
damage to
or
loss los
theft
or
destruction
of
the
Project
or
Facilities Facilitie
or
any part
thereof expiration
of this thi Loan
Agreement
any
failure of consideration
or
frustration of
purpose
the
taking by
eminent domain
or
otherwise
of title
to or
of the
right
of
temporary
use
of
all
or
any part
of the
Project
or
Facilities Facilitie legal
curtailment of the Borrowers Borrower
use thereof or
whether with
or
without the
approval
of the
Issuer
any
change
in the
tax or
other laws law of the United
States State
of
America
the
State
of
Indiana
or
any
political
subdivision of either
thereof
any change
in the Issuers Issuer
legal organization
or
status statu
or
any
default of the Issuer
hereunder
and
regardless regardles
of
the
invalidity
of
any portion
of this thi
Loan
Agreement
and the Borrower
hereby
waives waive the
provisions provision
of
any
statute or other law now or
hereafter in effect
impairing
or
conflicting
with
any
of its
obligations obligation
covenants covenant or
agreements agreement
under this thi Loan
Agreement
or which releases release or
purports purport
to release the Borrower therefrom
Nothing
in this thi Loan
Agreement
shall be construed
as
waiver
by
the Borrower of
any rights right
or
claims claim the Borrower
may
have
against
the Issuer under this thi Loan
Agreement
or
otherwise
but
any recovery upon
such
rights right
and claims claim shall be had from the Issuer
separately
it
being
the
intent of this thi Loan
Agreement
that the Borrower shall be
unconditionally
and
absolutely
obligated
without
right
of set-off
or abatement
to
perform frilly
all of its
obligations obligation agreements agreement
and
covenants covenant under this thi Loan
Agreement
for the benefit of
the
holders holder
of the Bonds Bond
As
long
as the Bonds Bond are
outstanding
the Borrower covenants covenant to
pay
all
property
tax bills bill for its
property
in the Area
including
the
Facilities Facilitie
owned
or
leased
by
the
Borrower
its affiliates affiliate and its subsidiaries subsidiarie before the
tax
bills bill
are
delinquent subject
to
the Borrowers Borrower
right
to contest in
good
faith
any property
tax assessments assessment
It is understood and
agreed
that all
payments payment
made
by
Borrower
pursuant
to this thi
Section 3.2 and the Notes Note
are
pledged
to Trustee
pursuant
to
the
granting
clauses clause of the
Indenture Borrower assents assent to such
pledge
and
hereby agrees agree
that
as to
Trustee
its
obligation
to make such
payments payment
shall be absolute and shall
not
be
subject
to
any
defense
or
any
right
of
set-off
counterclaim
or
recoupment arising
out of
any
breach
by
Issuer
or
Trustee of
any
obligation
to
Borrower
whether hereunder
or
otherwise
or out
of
any
indebtedness indebtednes or
liability
at
any
time
owing
to Borrower
by
Issuer Issuer
hereby
directs direct Borrower and Borrower
hereby
agrees agree
to
pay
to
the
Paying Agent
at
its
principal
office
all
amounts amount
payable by
Borrower
pursuant
to this thi Section 32 and the Notes Note
The
obligations obligation
of the Borrower to make the
required payments payment
and
to
perform
and observe the other
agreements agreement
on its
part
shall be absolute and
unconditional irrespective
of
any
defense
or
any rights right
of
set-off
recoupment
or
counterclaim it
might
otherwise have
against
the
Issuer
and the Borrower shall
pay
absolutely during
the
term
of this thi
Loan
Agreement
the
payments payment
to
be
made on account of the Loan and all other
payments payment required
thereunder free of
any
deductions deduction and without
abatement
diminution
or
set-off
and until such time
as
the
principal
of premium
if
any
and interest on the Series Serie 2009 Bonds Bond shall have been
frilly paid
or
provision
for the
payment
thereof shall have been made in accordance with the
Indenture
the
Borrower will
not
suspend
or
discontinue
any
payments payment
of the
Loan ii
will
perform
and
observe all of its other
agreements agreement
contained in this thi Loan
Agreement
and
iii
will
not terminate
this thi Loan
Agreement
for
any cause including
without
limiting
the
generality
of the
foregoing
failure of the
Borrower to
complete
the
Facilities Facilitie
the
occurrence
of
any
acts act or
circumstances circumstance
that
may
constitute failure of
consideration
eviction
or
constructive
eviction
destruction of or
damage
to
the
Project
commercial frustration of
purpose any
change
in the
tax
laws law of the
United States State of America
or
of the State of Indiana
or
any
political
subdivision of either thereof
or
any
failure of the Issuer
or
the Trustee
to
perform
and observe
any
agreement
whether
express expres
or
implied
or
any duty liability
or
obligation arising
out of
or
connected with this thi Loan
Agreement
or
the Indenture
It is understood and
agreed
that
Borrower
shall be
obligated
to
continue
to
pay
the
amounts amount
specified
herein and in the Notes Note whether or not the Facilities Facilitie are
damaged destroyed
or taken in condemnation and that there shall be
no
abatement of
any
such
payments payment
and other
charges charge by
reason thereof
Section
3.3 Maintenance of
Corporate
Existence The Borrower
agrees agree
that it will
maintain its
existence
will
not
dissolve
or
otherwise
dispose
of
all or
substantially
all
of its
assets asset
and will
not consolidate with another
entity
or
permit
one or more other entities entitie to
consolidate with
it
provided
that the Borrower
may
without
violating
the
agreement
contained
in this thi
Section
consolidate with another
entity
or
permit
one or more
other
entities entitie to consolidate
with
it
or transfer to another
entity
organized
under the laws law of
one
of the states state of the United
States State all
or
substantially
all of its
assets asset as an
entirety
and thereafter dissolve
provided
the
Borrower shall be the
surviving entity
or
the
successor resulting
or
transferee
entity if
other
than the
Borrower
as the case
may
be
is
organized
under the laws law of one of the states state of the
United
States State ii assumes assume
in
writing
all of the
obligations obligation
of the
Borrower
herein including
the
obligations obligation
of the Borrower under
this thi Loan
Agreement
and
iii
has net
worth
as
computed
under
generally
accepted accounting principles principle
that is
no
less les than the
net
worth of the Borrower
immediately prior
to
the
consolidation
or
the
Borrower
shall have
obtained the
prior
written
consent of the
Requisite
Bondholders Bondholder
as
defined in the
Indenture
The consent
required
in
iv
above shall not be
unreasonably
withheld
conditioned
or
delayed by
the
Requisite
Bondholders Bondholder
Any
sale
lease
or
other
disposition
of the Facilities Facilitie or
any portion
thereof is
subject
to
the
conditions condition of Section 3.12 hereof
Section 3.4 Trustees Trustee
Right to
Perform Borrowers Borrower
Covenants Covenant
Advances Advance In the event
the Borrower shall fail
to
complete
the construction of the
Project
or
ii
fail to make
any
other
payment
or
perform
any
other act
required
to be
performed
hereunder
then and in each
such case the
Trustee
upon
not less les than
days day prior
written notice
to
the
Borrower
may
but
shall
not
be
obligated to
remedy
such default for the account of the Borrower and make
advances advance for that
purpose
No such
performance
or advance shall
operate
to release the
Borrower from
any
such
default
and
any
sums sum so advanced
by
the Trustee shall be
repayable by
the Borrower
on
demand and shall bear interest
at
the Rate
for Advances Advance from the date of the
advance until
repaid
10
Section 3.5
Indemnity
The Borrower will
pay
and
protect
indemnify
and
save
the
Issuer
including members member
directors director officials official officers officer
agents agent attorneys attorney
and
employees employee
thereof
the
Bondholders Bondholder
the Trustee
and the
Paying Agent
harmless harmles from and
against
all
liabilities liabilitie losses losse
damages damage costs cost expenses expense including attorneys attorney
fees fee and
expenses expense
of the
Issuer
the Trustee and the
Paying Agent
causes cause
of
actions action suits suit claims claim
demands demand and
judgments judgment
of
any
nature
arising
from
or
relating
to
Violation of
any agreement
or condition of this thi Loan
Agreement
or the
indenture
except by
the issuer
or
the
Trustee
Violation of
any
contract
agreement
or
restriction
by
the Borrower
relating
to the
Project
or
part
thereof
Violation of
any
law
ordinance
or
regulation arising
out of the
ownership
occupancy
or use
of
the
Project
or
part
thereof
Any act
failure to
act
or
misrepresentation by
the
Borrower
or
any
of the
Borrowers Borrower
agents agent contractors contractor servants servant employees employee
or licensees licensee
The
provision
of
any
information
or
certification furnished
by
the Boitower in
connection with the issuance and sale of the Series Serie 2009 Bonds Bond and/or the
Project
The Borrower
hereby
further
agrees agree
to
indemnify
and hold harmless harmles the Trustee from and
against
any
and all
costs cost claims claim liabilities liabilitie
losses losse
or
damages damage
whatsoever
including
reasonable
costs cost
and fees fee of
counsel
auditors auditor
or
other
experts expert
asserted or
arising
out
of
or
in connection
with the
acceptance
or
administration of the trusts trust established
pursuant
to the
Indenture
except
costs cost
claims claim liabilities liabilitie
losses losse
or
damages damage resulting
from the
negligence
or
willful misconduct of
the
Trustee including
the reasonable costs cost and
expenses expense including
the reasonable fees fee and
expenses expense
of its
counsel
of
defending
itself
against
any
such claim
or
liability
in connection with
its exercise
or performance
of
any
of its duties dutie hereunder and of
enforcing
this thi indemnification
provision
The indemnifications indemnification
set
forth herein shall survive the termination of the Indenture
and/or the
resignation
or removal of the Trustee
The
foregoing
shall not be construed to
prohibit
the Borrower from
pursuing
its remedies remedie
against
either the Issuer
or
the Trustee for
damages damage
to the Borrower
resulting
from
personal
injury
or
property damage
caused
by
the intentional
misrepresentation
or willful misconduct of
either the
Issuer or the Trustee
Section 3.6 Issuance of Substitute
Notes Note
Upon
the surrender of
any
Note
the
Borrower will execute and deliver to the holder thereof
new
Note dated the date of the Note
being
surrendered but with
appropriate
notations notation
thereon
to reflect
payments payment
of
principal
and
interest
thereon provided however
that there shall never be
outstanding
at
any
one
time more
than
one Note of
any
one
series serie
Section 3.7
Payment
of
Expenses Expense
of Issuance of Series Serie 2009 Bonds Bond The Borrower
agrees agree
to be liable for and
pay
for
any
filing
expenses expense
trustees trustee
acceptance fees fee
commitment
fees fee
legal fees fee printing
expenses expense
and other
fees fee and
expenses expense
incurred
or
to be incurred
by or on
11
behalf of the
Issuer
the Trustee and the
Paying Agent
in connection with or as an incident to the
issuance and sale of the Series Serie 2009 Bonds Bond Pursuant to Section
4.3 of the
Indenture
the Issuer
has authorized the
use
of certain
proceeds proceed
of the Series Serie 2009 Bonds Bond to
defray
the Borrowers Borrower
obligations obligation
under this thi Section
Section 3.8
Funding
of Indenture
Funds Fund
Investments Investment The Issuer shall
deposit
with
the Trustee all
proceeds proceed
from the sale of the Series Serie 2009 Bonds Bond in the manner
specified
in Article
3.1 of the
Indenture
and the Trustee shall
deposit
such
proceeds proceed
in the
manner
specified
in
Article 3.1 of the Indenture
The Borrower and the Issuer
agree
that all
moneys money
in
any
Fund established
by
the
Indenture
may
at
the written
direction of the
Borrower
be
invested in
Qualified
lnvestthents lnvestthent In
the absence of such direction from the
Borrower
the Trustee is
hereby
directed
by
the Borrower
to invest such amounts amount in investments investment
meeting
the
requirements requirement
of clause
iv
of the definition of
Qualified
Investments Investment
The Trustee is
hereby
authorized
to
trade with itself in the
purchase
and sale of securities securitie
for such investments investment The Trustee shall not be liable
or
responsible
for
any
loss los
resulting
from
any
such investment All such investments investment shall
be held
by
or
under the control of the
Trustee
and
any
income
resulting
therefrom shall be
applied
in the manner
specified
in the Indenture
Section 3.9 Other Amounts Amount
Payable by
the Borrower The Borrower covenants covenant and
agrees agree
to
pay
the
following
All reasonable
fees fee charges charge
and
expenses expense
including agent
and counsel fees fee and
expenses expense
of the Trustee incurred under the
Indenture
as and when the same become due to the
extent TIF Revenues Revenue
are
not available
All reasonable
costs cost
incident
to
the
payment
of
the
principal
of
premium
if
any
and interest on the Series Serie 2009 Bonds Bond
as
the
same
become due and
payable including
all
reasonable costs cost and
expenses expense
in
connection with the
call redemption
and
payment
Of Series Serie
2009 Bonds Bond
to
the
extent TIF Revenues Revenue are not available
An
amount sufficient to reimburse the Issuer for all
expenses expense reasonably
incurred
by
the Issuer under this thi Loan
Agreement
and in connection with
the
performance
of its
obligations obligation
under this thi
Loan
Agreement
or the Indenture
All
reasonable
expenses expense
incurred in connection with the enforcement of
any rights right
under this thi
Loan
Agreement
or the Indenture
by
the
Issuer
the Trustee
or
the Bondholders Bondholder
All other
payments payment
of whatever
nature
which the
Borrower has
agreed
to
pay
or
assume
under the
provisions provision
of the Loan
Agreement
Notwithstanding anything
in this thi Section 3.09 to the
contrary
the Borrower
may
without
creating
an event of default
as
herein
defined
after
making
the
payments payment required by
this thi Section
109
contest in
good
faith the
necessity
for
any
such
services service fees fee
charges charge
or
expenses expense
of the
Issuer
or
the
Trustee
12
Section 3.10 Credits Credit on Notes Note
Notwithstanding
any
provision
contained in this thi Loan
Agreement
or
in the Indenture to the
contrary
in addition to
any
credits credit on the Notes Note
resulting
from the
payment
or
prepayment
thereof from other
sources source
subject
to
the
provisions provision
of Article IV with
respect
to
partial prepayment
of the
Note
any moneys money deposited by
the Trustee in the Bond Fund for
payment
on
the
Bonds Bond
including
without limitation
any
TIP
Revenues Revenue
shall be credited
against
the
obligation
of the
Borrower to
pay
the
principal premium
if
any
and interest on the Notes Note as the same become
due
and
the
principal
amount of Bonds Bond of
any
series serie and
maturity acquired by
the
Borrower
and delivered to the
Paying Agent
or
acquired
by
the
Paying Agent
and
canceled
shall be credited
against
the
obligation
of the Borrower
to
pay
the
principal
of the Note
evidencing
the loan made
by
the
Issuer with the
proceeds proceed
of the
sale
of
Bonds Bond
of such
series serie
maturing
on
the
maturity
date of the Bonds Bond
so
acquired
and delivered
or canceled
including
in
connection
with
any
mandatory sinking
fund
payment
for
any
series serie of Bonds Bond
subject
to
mandatory sinking
fUnd
requirement
Section 3.11
Completion
of
Project
Borrower
agrees agree
that
prior
to
any
draw from
the Construction
Fund
it will
make execute acknowledge
and deliver
any
contracts contract orders order
receipts receipt writings writing
and instructions instruction with
any
other
persons person
firms firm
corporations corporation
or
partnerships partnership
and
in
general
do all
things thing
which
may
be
requisite
or
proper
all for
constructing
and
completing
the
Project
to the extent
permitted by
law
In the event the
moneys money
in the Construction Fund should not be sufficient to
pay
in full
the
costs cost to be
paid therefrom
the Borrower
agrees agree
for the
benefit of
the Issuer and the
Bondholders Bondholder and in order
to
fulfill the
purposes purpose
of the
Act
to
complete
the construction of the
Project
and
to
pay
that
portion
of
the
costs cost therefor as
may
be in excess exces of the
moneys money
available
therefor in the Construction Fund The Issuer does doe not make
any warranty
either
express expres
or
implied
that the
moneys money
which will be
paid
into the Construction Fund and which under the
provisions provision
of
this thi Loan
Agreement
will
be available for
payment
of the costs cost of the construction
of the
Project
will be sufficient
to
pay
all the
costs cost
which will be incurred in that connection
The Borrower
agrees agree
that if after exhaustion of the
moneys money
in the Construction Fund the
Borrower should
pay
pursuant
hereto
any
portion
of the Costs Cost of Construction of the
Project
it
shall not be entitled to
any
reimbursement therefor from the
Issuer
the
Trustee or
the holders holder of
any
of the
Bonds Bond
nor
shall it be entitled
to
any
diminution
in
or abatement or
postponement
of
the amounts amount
payable
hereunder or under the Series Serie 2009 Note
The Issuer
has
in the
Indenture
authorized and directed Trustee to make
payments payment
from the Construction Fund
to
pay
the
Costs Cost of
Construction
or to reimburse
Borrower for
any
Costs Cost of Construction
paid by
it Borrower
agrees agree
to direct such
requisitions requisition
to
Trustee
as
may
be
necessary
to
effect
payments payment
out
of
the Construction Fund in accordance with
this thi
Section 3.11
The
Completion
Date shall be evidenced to Trustee and Issuer
by
certificate
signed by
an authorized
representative
of Borrower
stating
that
except
for amounts amount retained
by
13
Trustee at Borrowers Borrower direction for
any
Costs Cost of Construction not
then due and
payable
or
being
contested in
good
faith
the construction of the
Project
has been
completed
and
any
and all
labor services service
materials material and
supplies supplie
used in such construction
have been
paid
for and
ii
all
other items item
necessary
in connection with the
Project
have been constructed and all costs cost and
expenses expense
incurred in connection therewith have been
paid Notwithstanding
the
foregoing
such
certificate shall state that it is
given
without
prejudice
to
any
rights right against
third
parties partie
which
exist at the date of such certificate
or
which
may subsequently
come
into
being
Section 3.12
Sale Substitution
or Lease of Facilities Facilitie The Borrower
may
sell
lease or
transfer
or
otherwise
dispose
of the Facilities Facilitie
or
any
portion
thereof
only
if the
sale
lease
or
transfer or other
disposition
shall not relieve the Borrower from
liability
from all
payments payment
due
under this thi
Loan
Agreement
and the
performance
of all of the other
obligations obligation
of this thi Loan
Agreement
except
as
permitted by
Section 3.3 hereof
End
of Article
Ill
14
ARTICLE IV
PREPAYMENT OF SERIES SERIE 2009 NOTE
Section 4.1
Optional Prepayment
The
outstanding principal
balance of the Series Serie
2009 Note
may
be
prepaid
in
whole on
any
date at the
principal
amount
thereof plus plu
in each
case accrued interest to
the date
fixed for
redemption
and with the
following premiums premium
3% if
prepaid
on or
before
February
12011
2%
if
prepaid
between
February
2011
and
February
2012
1%if
prepared
between
February
2012
and
February
2013
0%if
prepaid
on or after
February
2013
In order
to
exercise
such
option
to
prepay
the Series Serie 2009
Note
the Borrower must cause
funds fund to be
deposited
with the Trustee to
pay
the
principal of prcmium
if
any
and
accrued
interest on the
portion
of the Series Serie 2009 Note to be
prepaid
and the
corollary redemption
of the
Series Serie 2009 Bonds Bond
In order
to
exercise
such
option
to
prepay
the Notes Note in
whole
the Borrower must
deposit
with
the Trustee sufficient funds fund to
pay
the
principal
of and accrued interest
on
all
outstanding
Notes Note to the
prepayment
date
Section 4.2
Mandatory
Prepayment Redemption
of Bonds Bond with
proceeds proceed
derived
under Section 3.10 hereof
shall be deemed
prepayment
of the Notes Note in the
same
amount
as
the
amount of Bonds Bond redeemed
Section 4.3 Notice of
Prepayment The Borrower shall
give
the Trustee not less les than
fifteen
15 days day prior
written notice of
any prepayment
of
the
Series Serie
2009
Note
which notice
shall
designate
the date of
prepayment
and the
amount
thereof
indicate the section
or
subsection
pursuant
to which
prepayment
shall
occur
and direct the
redemption
of the Series Serie 2009 Bonds Bond in
the
amounts amount
corresponding
to
the Series Serie 2009
Note to be
prepaid
End
of Article
IV
15
ARTICLE
EVENTS EVENT OF DEFAULT AND REMEDIES REMEDIE THEREFOR
Section 5.1 Events Event of Default The
occurrence
and continuance of
any
of the
following
events event shall constitute
an
event of default hereunder
failure of the Borrower to
pay any
installment of
interest
principal
or
any
premiums premium
on
any
Note
when
the same shall
become due and
payable
whether at
maturity
or
upon any
date fixed for
prepayment
or
by
acceleration
or otherwise
ii
failure of the Borrower to observe and
perform
any
other
covenant
condition or
provision
hereof
and
to
remedy
such default within 30
days day
after notice
thereof from the Trustee to the
Borrower
unless unles the
Requisite
Bondholders Bondholder shall have
consented
thereto
iii
the
entry
of decree
or
order for relief
by
court
having jurisdiction
in the
premises premise
in
respect
of the Borrower in
an
involuntary
case
under
any applicable
bankruptcy insolvency
or
similar
law now or
hereafter
in
effect
or
appointment
of
receiver
liquidator assignee
custodian
trustee sequestrator
or
other similar
official
of
the Borrower
or
for
any
substantial
part
of its
property
or
the order for the
windup
or
liquidation
of
its
affairs affair
or the
filing
and
pendency
for
thirty days day
without dismissal of
petition initiating
an
involuntary
ease
under
any
other
bankruptcy insolvency
or
similar
law
or
iv
the commencement
by
the Borrower of
any voluntary
case under
any
applicable bankruptcy insolvency
or
other similar law
now or
hereafter in
effect
including
any
consent
by
it to an
entry
to an order for relief in
an
involuntary
ease or
to
the
appointment
of
or
the
taking
of
possession by receiver liquidator assignee trustee
custodian
sequestrator
or
other similar
official
of the Borrower
or
of
any
substantial
part
of its
property
or
any
general assignment
for the benefit of
creditors creditor
or
the
failure
of
the Borrower
generally
to
pay
its debts debt as such debts debt become
due
or the
taking
of
corporate
action
by
the Borrower in furtherance of
any
of the
foregoing
or
Any
event of default under Section 7.1 of
the Indenture
During
the
occurrence
and continuance of
any
event
of
default
hereunder
the
Trustee
as
assignee
of
the Issuer
pursuant
to the
Indenture
shall have the
rights right
and remedies remedie
hereinafter
set
forth
in addition to
any
other remedies remedie herein
or
by
law
provided
Upon
the
occurrence
of
an event
of default
described in this thi Section 5.1
Acceleration The Trustee
may
and shall if directed
by Requisite
Bondholders Bondholder by
written notice to the
Borrower
declare the
principal
of the Notes Note
if
not
then due and
payable
and
the interest accrued thereon to be due and
payable
immediately
and
upon any
such declaration the
principal
of the Notes Note and the interest
accrued
on
the Notes Note shall become and be
immediately
due and
payable anything
in the
16
Notes Note
or
in this thi Loan
Agreement
contained to the
contrary
notwithstanding
The Issuers Issuer
obligation
to
pay
TIF Revenues Revenue shall not be
subject
to
acceleration
ii Right
to
Bring
Suit
Etc The
Trustee
with
or
without
entry personally
or
by
attorney may
in its
discretion
proceed
to
protect
and enforce its
rights right by
suit or
suits suit in
equity
or
at
law
whether for
damages damage
or
for the
specific performance
of
any
covenant or
agreement
contained in the
Notes Note
this thi Loan
Agreement
or in aid of the
execution of
any power
herein
granted
or
for
any
foreclosure
hereunder
or
for the
enforcement of
any
other
appropriate legal
or
equitable remedy
as
the Trustee shall deem
most
effectual
to
protect
and enforce
any
of its
rights right
or
duties dutie
hereunder
provided
however that all
costs cost
incurred
by
the
Trustee
and the
Issuer
under
this thi Article shall be
paid
to the Issuer and the Trustee
by
the Borrower
on
demand
iii
Waiver of Events Event of Default Jf after
any
event of default
occurs occur
and
prior
to
the
Trustee
exercising
any
of the remedies remedie
provided
in this thi Loan
Agreement
the
Borrower will have
completely
cured such
default
then in
every
case
such default will be
waived
rescinded
and annulled
by
the
Trustee
by
written notice
given
to the Borrower
In
addition
if the acceleration of the
maturity
of the Bonds Bond will have been annulled and
rescinded in accordance
with the
provisions provision
of the
Indenture
then
the acceleration of all
loan
payments payment
and
any
other
outstanding
indebtedness indebtednes under this thi Loan
Agreement
will
likewise be annulled and rescinded No such
waiver
annulment
or
rescission will affect
any
subsequent
default
or
impair
any
right
or
remedy
consequent
thereon
Section
5.2 Trustee
May
Enforce Demand In
case
the Borrower shall have failed to
pay
such
principal
and interest and other
amounts amount
upon
demand
the
Trustee
in its
own
name
may
institute
such actions action or
proceedings proceeding
at law
or
in
equity
for the collection of the amounts amount
so
due and
unpaid
and
may
prosecute
any
such action
or
proceedings proceeding
to
judgment
or final
decree
and
may
enforce
any
such
judgment
or final decree
against
the Borrower and collect the
moneys money
adjudged or
decreed
to
be
payable
out
of the
property
of
the Borrower
wherever
situated
in
the
manner
provided by
law
The Trustee
shall
if
permitted by law
be
entitled to
recover
judgment
as
aforesaid either
before or after
or
during
the
pendency
of
any
proceedings proceeding
for the enforcement of
the lien of this thi
Loan
Agreement
and the
right
of the
Trustee
to
recover
such
judgment
shall not be affected
by
the exercise of
any
other
right
power
or
remedy
for the
enforcement of the
provisions provision
of this thi
Loan
Agreement
Any
moneys money
thus thu collected
by
the Trustee under this thi Section shall be
applied by
the
Trustee
as
follows follow
FiRST
to
the
payment
of all
reasonable advances advance
by
the Issuer or
by
the Trustee with
interest
at the
prime
rate of interest
charged by
the Trustee from time to
time
and all reasonable
expenses expense
and disbursements disbursement
SECOND to the
payment
of the
amounts amount then due and
unpaid upon
the Notes Note in
respect
of which such
money
shall have been
collected
ratably
and without
preference
or
priority
of
any
17
kind according
to
the
amounts amount
due and
payable
upon
the
Notes Note
upon
presentation
of the Notes Note
and the notation thereon of such
payment
if
partly paid
and
upon
surrender thereon if
filly paid
Section 5.3 Remedies Remedie Cumulative No
remedy
herein conferred
upon
or
reserved to
the Trustee is intended to be exclusive of
any
other
remedy
or remedies remedie
and each and
every
such
remedy
shall be
cumulative
and shall be in addition
to
every
other
remedy given
hereunder
or
now or hereafter
existing
at law
or
in
equity
or
by
statute
Section 5.4 Delay or
Omission
Not Waiver No
delay
or
omission of the
Trustee to
exercise
any right
or
power accruing upon
any
event of default shall
impair any
such
right
or
power
or
shall be
construed to be waiver of
any
such event of default or an
acquiescence
therein
and
every
power
and
remedy given by
this thi Loan
Agreement
to the Trustee
may
be
exercised from time
to
time and
as
often
as
may
be deemed
expedient
by
the
Trustee
Section
5.5 Waiver of Extension
Appraisement or
Stay
Laws Law To the extent
permitted by law
the Borrower will not
during
the continuance of
any
event of default hereunder
insist
upon
or
plead
or
in
any
manner
whatever claim
or
take
any
benefit
or
advantage ofi
any
stay
or extension law
wherever
enacted
now or at
any
time hereafter in
force
which
may
affect
the covenants covenant and terms term of
performance
of this thi Loan
Agreement
and the Borrower
hereby
expressly
waives waive all benefits benefit or
advantage
of
any
such law or laws law and covenants covenant not to
hinder
delay
or
impede
the execution of
any power
herein
granted
or
delegated
to
the
Trustee
but
to
suffer
and
permit
the execution of
every power
as
though
no
such law
or
laws law had been made
or
enacted
Section 5.6 Remedies Remedie
Subject
to Provisions Provision of Law
All
rights right
remedies remedie and
powers power
provided by
this thi Article
may
be exercised
only
to the extent that the exercise thereof does doe not
violate
any applicable provision
of law in the
premises premise
and all the
provisions provision
of this thi Article
are
intended
to
be
subject
to all
applicable mandatory provisions provision
of law which
may
be
controlling
in
the
premises premise
and to be limited to the
extent
necessary
so
that
they
will
not render this thi Loan
Agreement
invalid or unenforceable under the
provisions provision
of
any applicable
law
End
of Article
18
ARTICLE VI
IMMUNITY
Section 6.1
Immunity
No covenant
or
agreement
contained in the
Bonds Bond
this thi Loan
Agreement
or
the Indenture shall be deemed
to
be
covenant or
agreement
of
any
member of the
Trustee
Issuer
or
the
Redevelopment
Commission or of
any
director
officer
or
employee
of the
Trustee Issuer
the
Redevelopment
Commission
or
their
legislative
and fiscal bodies bodie in their
individual
capacity
and neither the members member of the
Issuer
the
Redevelopment
Commission
nor
any
officer
or
employee
of the Issuer
executing
the Bonds Bond shall be liable
personally
on
the Bonds Bond
or be
subject
to
any personal liability
or
accountability by
reason
of the issuance of the Bonds Bond
End
of Article
VI
19
ARTICLE VII
SUPPLEMENTS SUPPLEMENT AND AMENDMENTS AMENDMENT TO THIS THI LOAN AGREEMENT
Section 7.1
Supplements Supplement
and Amendments Amendment to this thi Loan
Agreement Subject
to the
provisions provision
of Article IX of the
Indenture
the Borrower and the Issuer
may
from time to time
enter into such
supplements supplement
and amendments amendment to this thi Loan
Agreement
as
to them
may
seem
necessary
or desirable to effectuate the
purposes purpose
or
intent hereof
End
of Article
VII
20
ARTICLE VIII
DEFEASANCE
Section 8.1 Defcasance
If the Borrower shall
pay
and
discharge
or
provide
in
manner
satisfactory
to the
Trustee
for the
payment
and
discharge
of the whole amount
of the
Notes Note
at
the time
outstanding
and shall
pay
or cause
to be
paid
all other
sums sum
payable
hereunder
or
shall make
arrangements arrangement
satisfactory
to the Trustee
for such
payment
and
discharge
and if
provision
shall have been made for the satisfaction and
discharge
of the Indenture as
provided
therein
then and in that
case
all
property rights right
and interest
hereby conveyed
or
assigned
or
pledged
shall revert to the
Borrower
and the
estate right
title and interest
of the
Trustee
therein
shall
thereupon cease
terminate and become
void
and this thi Loan
Agreement
and the covenants covenant
of the Borrower contained
herein
shall be
discharged
and the Trustee in such
case
on demand of
the Borrower and
at its cost and
expense
shall
execute
and deliver
to
the Borrower
proper
instrument
or
proper
instruments instrument
acknowledging
the satisfaction and termination of this thi Loan
Agreement
and shall
convey
assign
and transfer
or cause to
be
conveyed assigned
or
transferred
and shall deliver or cause to be
delivered
to the
Borrower
all
property
including
money
then held
by
the Trustee
together
with the Notes Note marked
paid
or
cancelled
End
of Article
VIII
21
ARTICLE 1X1
MISCELLANEOUS MISCELLANEOU PROVISIONS PROVISION
Section 9.1 Loan
Agreement
for Benefit of Parties Partie Hereto
Nothing
in this thi Loan
Agreement
express expres
or
implied
is intended
or
shall be constroed to confer
opon
or
to
give
to
any person
other than the
parties partie
hereto
their successors successor and
assigns assign
and
the holder of the
Notes Note
any
right remedy
or
claim under
or
by
reason
of this thi Loan
Agreement
or
any
covenant
condition
or
stipulation hereof
and the
covenants covenant stipulations stipulation
and
agreements agreement
in this thi Loan
Agreement
contained are and shall be for the sole and exclusive benefit of the
parties partie hereto
their
successors successor
and
assigns assign
the Trustee and the holder of the Notes Note
Section 9.2 Severability In case
any
one or more
of the
provisions provision
contained
in this thi
Loan
Agreement
or
in the Notes Note shall be
invalid
illegal
or
unenforceable in
any respect
the
validity legality
and
enforceability
of the
remaining provisions provision
contained herein and therein
shall not in
any way
be affected
or
impaired thereby
Section 9.3 Limitation
on
Interest No
provisions provision
of this thi Loan
Agreement
or of the
Notes Note shall
require
the
payment
or
permit
the collection of interest in
excess exces
of the maximum
permitted by
law If
any
excess exces
of interest in such
respect
is herein
or
in the Notes Note
provided for
or
shall be
adjudicated
to be
so
provided
for herein
or
in the
Notes Note
neither the Borrower
nor
its
successors successor or
assigns assign
shall be
obligated
to
pay
such interest in
excess exces
of the amount
permitted by
law
and the
right
to
demand the
payment
of
any
such
excess exces
shall be and
hereby
is
waived
and
this thi
provision
shall control
any provisions provision
of this thi Loan
Agreement
and the Notes Note inconsistent
with this thi
provision
Section 94 Addresses Addresse for Notice and Demands Demand All
notices notice demands demand
certificates certificate
or
other
communications communication hereunder shall be
sufficiently given
and shall be deemed
given
when
mailed
by registered
or
certified
mail postage prepaid
with
proper
address addres
as
indicated below
The
Issuer
the
Borrower
the Trustee and the
Paying Agent
may by
written notice
given by
each
to the
others other
designate any
address addres
or
addresses addresse to which
notices notice demands demand
certificates certificate
or
other
communications communication to them shall be
sent
when
required
as
contemplated by
this thi
Loan
Agreement
Until
otherwise
provided by
the
respective parties partie
all
notices notice demands demand
certificates certificate and
communications communication to each of them shall be addressed as follows follow
To the
Issuer
City
of
Marion
Indiana
Marion
Municipal Building
301 South Branson Street
Marion
Indiana 46952
Attn Controller
To the Borrower Global Investment
Consulting
Inc
Attn President
P.O Box 2878
Raneho
Cueamonga
CA 91729
22
To the Trustee First Farmers Farmer Bank Trust
North
Broadway
Peru
IN
46919
Attn
Corporate
Trust
Department
Section 9.5 Successors Successor and
Assigns Assign
Whenever in this thi Loan
Agreement
any
of the
parties partie
hereto
is
named
or
referred
to
the successors successor
and
assigns assign
of such
party
shall be deemed
to
be included and all the
covenants covenant
promises promise
and
agreements agreement
in this thi Loan
Agreement
contained
by
or on
behalf of the
Borrower
or
by
or on
behalf of the
Issuer
shall bind and inure
to
the
benefit of the
respective
successors successor
and
assigns assign
whether
so
expressed
or
not
Provided
however
the Borrower
may
not
assign
its
rights right
or
obligations obligation
under this thi Loan
Agreement
without the consent of the
Bondholders Bondholder
which
may
be withheld in their absolute
discretion
unless unles Section 3.3 of this thi Loan
Agreement
has been
complied
with
Section 9.6
Counterparts Counterpart
This Thi Loan
Agreement
is
being
executed in
any
number of
counterparts counterpart
each of which
is an
original
and all of which are
identical
Each
counterpart
of this thi
Loan
Agreement
is to be deemed
an
original
hereof and all
counterparts counterpart collectively
are
to be
deemed but
one instrument
Section
9.7
Governing
Law It is the intention
of
the
parties partie
hereto that this thi Loan
Agreement
and the
rights right
and
obligations obligation
of the
parties partie
hereunder and the Notes Note and the
rights right
and
obligations obligation
of the
parties partie
thereunder
shall be
governed by
and construed and enforced in
accordance
with
the laws law of Indiana
End
of Article
IX
23
IN WITNESS WITNES
WHEREOF
the Issuer and the Borrower have caused this thi Loan
Agreement
to be executed in their
respective names name
and the Issuer and
the
Borrower have
caused their
corporate
seals seal
to
be hereunto affixed and attested
by
their
duly
authorized
officers officer
all as of the date first above written
GLOBAL INVESTMENT
CONSULTING
INC
Nevada
corporation
By
Pent
24
SEAL
Attest
Clerk
25
CITY
OF
MARION
INDIANA
By
Md
EXHIBIT
PROJECT
The
Project
consists consist
of
renovating
the
former
YMCA
building
in the
City
of
Marion
including
site
development
for
recreational
retail and
temporary living
uses use
which
building
is
located in
the Marion Consolidated Allocation Area
previously
created
by
the
City
of Marion
Redevelopment
Commission in the
City
A-I
EXHIBIT
GLOBAL INVESTMENT
CONSULTING
INC
NOTE
SERIES SERIE 2009
FOR VALUE
RECEIVED
the
undersigned
Global Investment
Consulting
Inc
Borrower corporation organized
and
existing
under
the laws law of the State of Nevada and
authorized to transact business busines in the the State of
Indiana hereby
promises promise
to
pay
to the
order of
the
City
of
Marion
Indiana
Issuer
in
immediately
available
funds fund
the
principal
sum of
$2500000
or so much of such
principal
amount as
has been advanced and
not
repaid
on
the
Series Serie 2009 Bonds Bond
defined below
and interest
thereon during
the term of the Loan
Agreement
the
Loan
Agreement
dated
as
of
December 2009
between
Issuer
and
Borrower
commencing
one
business busines
day prior
to
February
2010
and
on one
business busines
day prior
to each
February
and
August thereafter
sum
which will
equal
the
principal
and interest which will
become due
on
the next
day
on
the Series Serie 2009 Bonds Bond
as
hereinafter
defined
all
subject
to the
credits credit described in the
Loan
Agreement
and
to the
presence
of other available
money
for such
installment in the Bond Fund
under the Trust Indenture
including
without limitation
any
TIF
Revenues Revenue
dated
as
of December 2009 between the Issuer and First Farmers Farmer Bank
Trust
as
Trustee
the Trustee
Payments Payment
of
both
principal
and interest are to
be endorsed
to
the
Trustee
and
are to
be
made
directly
to the Trustee for the account of the Issuer
pursuant
to such endorsement Such
endorsement is
to
be made
as
security
for the
payment
of the bonds bond
designated City
of
Marion
Indiana Taxable Economic
Development
Revenue
Bonds Bond
Series Serie 2009
Global
Investment
Consulting
Inc
Project the
Series Serie 2009
Bonds Bond
All of
the
terms term
conditions condition and
provisions provision
of the Indenture
are
by
this thi reference
thereto
incorporated
herein as
part
of this thi Note
This Thi Note is issued
pursuant
to the Loan
Agreement
and is entitled to the
benefits benefit
and is
subject
to
the
conditions condition
thereof The
obligations obligation
of Borrower
to
make the
payments payment required
hereunder shall be absolute and unconditional without
any
defense or
right
of
set-off
counterclaim
or
recoupment by
reason
of
any
default
by
Issuer under the Loan
Agreement
or
under
any
other
agreement
between Borrower and Issuer
or
out of
any
indebtedness indebtednes or
liability
at
any
time
owing
to
the Borrower
by
the Issuer
or
for
any
other
reason
The
principal
of this thi
Note
is
subject
to
prepayment
prior
to
maturity
in the
manner
stated
in
the Loan
Agreement
In certain events event and in the
manner
set forth in the Loan
Agreement
the entire
principal
amount
of this thi Note and the interest
accrued
thereon
may
be
declared to be due and
payable
In
certain events event and in the
marmer set
forth in the Loan
Agreement
the Borrower shall be
obligated
to
pay
additional
amounts amount
The
Borrower
hereby unconditionally
waives waive
diligence presentment protest
notice
of
dishonor
and notice of default of the
payment
of
any
amount at
any
time
payable
to the Issuer
under
or
in connection with this thi Note All
amounts amount
payable
hereunder
are
payable
with
reasonable
attorneys attorney
fees fee and costs cost of collection and without relief from valuation
and
appraisement
laws law
B-I
In
any
case
where the date of
payment
hereunder shall be
Saturday Sunday
or
legal
holiday
or
day
on
which
banking
institutions institution
are
authorized
by
law to
close
then such
payment
shall be made
on
the
next
preceding
business busines
day
with the
same
force and effect
as
if made
on
the date of
payment
hereunder
All tei-ms tei-m used in this thi Note which
are
defined in the Loan
Agreement
shall have the
meanings meaning assigned
to
them
in the Loan
Agreement
IN WITNESS WITNES
WHEREOF
the Borrower
has
caused this thi Note to
be
duly
executed and
attested
by
its
duly
authorized officer all
as
of 2009
Issue Date
_________
2009
GLOBAL INVESTMENT
CONSULTING
INC
By
_________________
Michael
An
President
B-2
ENDORSEMENT
Pay
without
recourse
to
First
Farmers Farmer
Bank
Trust
as
Trustee under the Trust
Indenture dated
as
of December
12009
from the
undersigned
CITY OF
MARION
INDIANA
By
____
Mayor
SEAL
Attest
Clerk
INDSO BDD 159268v4
B-3
GLOBAL INVESTMENT
CONSULTING
NOTE
SERIES SERIE 2009
FOR VALUE
RECEIVED
the
undersigned
Global Investment
Consulting
In
Borrower
limited
liability
company
organized
and
existing
under
the
laws law of the State of
Indiana
hereby promises promise
to
pay
to the order of the
City
of
Marion
Indiana
Issuer
in
immediately
available
funds fund
the
principal
sum of
$2500000
or so
much of such
principal
amount
as
has been advanced and
not
repaid
on
the Series Serie 2009 Bonds Bond
defined
below
and
interest
thereon
during
the term of the Loan
Agreement the
Loan
Agreement
dated as of
December 2009 between Issuer and
Borrower commencing
one
business busines
day
pnor
to
February 2010
and
on one
business busines
day prior
to each
February
and
August
thereafter
sum
which will
equal
the
principal
and interest which will become due
on
the
next
day
on
the
Series Serie
2009 Bonds Bond
as
hereinafter
defined
all
subject
to the credits credit
described in the
Loan
Agreement
and to the
presence
of other available
money
for such installment in the Bond Fund
under the
Trust
Indenture
including
without limitation
any
TIP
Revenues Revenue
dated
as
of December
2009 between the Issuer and First Farmers Farmer Bank
Trust as
Trustee
the
Trustee
Payments Payment
of both
principal
and interest
are to
be endorsed to the
Trustee
and
are
to be
made
directly
to the Trustee for the account of the Issuer
pursuant
to such endorsement Such
endorsement is to be made
as
security
for the
payment
of the bonds bond
designated City
of
Marion
Indiana Taxable Economic
Development
Revenue
Bonds Bond
Series Serie 2009
Global
Investment
Consulting
Inc
Project
the
Series Serie 2009
Bonds Bond
All
of
the
terms term
conditions condition and
provisions provision
of the Indenture
are by
this thi reference
thereto
incorporated
herein
as
pad
of this thi Note
This Thi Note is issued
pursuant
to the Loan
Agreement
and is entitled to the
benefits benefit
and is
subject
to
the conditions condition thereof The
obligations obligation
of Borrower
to
make the
payments payment required
hereunder shall be absolute and unconditional without
any
defense or
right
of
set-off
counterclaim
or
recoupment by
reason
of
any
default
by
Issuer under the Loan
Agreement
or
under
any
other
agreement
between Borrower and Issuer or out
of
any
indebtedness indebtednes
or
liability
at
any
time
owing
to the Borrower
by
the Issuer or for
any
other reason
The
principal
of this thi Note is
subject
to
prepayment prior
to
maturity
in the
manner
stated
in
the Loan
Agreement
In certain
events event
and in the
manner
set forth in the Loan
Agreement
the entire
principal
amount
of this thi Note and the interest accrued thereon
may
be declared
to
be due and
payable
In
certain events event and in the
manner
set forth in the Loan
Agreement
the Borrower shall be
obligated
to
pay
additional amounts amount
The Borrower
hereby unconditionally
waives waive
diligence
presentment protest
notice of
dishonor and notice of default of the
payment
of
any
amount
at
any
time
payable
to the Issuer
under
or in connection
with this thi Note
All amounts amount
payable
hereunder are
payable
with
reasonable
attorneys attorney
fees fee and costs cost of collection and without relief from valuation and
appraisement
laws law
In
any
ease
where the date of
payment
hereunder
shall be
Saturday Sunday
or
legal
holiday
or
day
on
which
banking
institutions institution
are
authorized
by
law to
close
then such
payment
shall be made
on
the
next
preceding
business busines
day
with the
same
force and effect
as
if made
on
the date of
payment
hereunder
All
terms term used
in
this thi Note
which
are
defined in the Loan
Agreement
shall have the
meanings meaning
assigned
to them in the Loan
Agreement
TN WITNESS WITNES
WHEREOF
the Borrower has caused this thi Note to be
duly
executed and
attested
by
its
duly
authorized officer all
as
of December
17
2009
Issue Date December
17
2009
GLOBAL INVESTMENT
CONSULT
INC
By
Michael
An
Prevent
EN DORSEMENT
Pay
without
recourse
to First Farmers Farmer Bank
Trust
as Trustee
under the
Trust
Indenture dated
as
of December
2009
from the
undersigned
CITY OF
MARION
INDIANA
By
M4e
SEAL
Attest
CITY CLERK
By
First
Deputy
Clerk
INDSOI BDD 1l686O4I
TRUST INDENTURE
BETWEEN
CITY OF
MARION
INDIANA
AND
FIRST FARMERS FARMER BANK
TRUST
Converse
Jndiana
As Trustee
$2500000
CITY OF
MARION
INDIANA
TAXABLE ECONOMIC DEVELOPMENT REVENUE
BONDS BOND
SERIES SERIE 2009
Global
Investment
Consnlting
Inc
Project
Dated
as
of
December 2009
TABLE OF CONTENTS CONTENT
ARTICLE DEF1NITIONS DEF1NITION 11
Section 1.1 Terms Term Defined
12
Section 1.2 Rules Rule of
Interpretation
14
Section 1.3
Exhibits Exhibit 14
ARTICLE IT
TRE BONDS BOND 15
Section 2.1 Authorized Amount of Series Serie 2009 Bonds Bond 15
Section 2.2 Issuance of Series Serie 2009 Bonds Bond
15
Section 2.3
Payment
on Bonds Bond 16
Section 2.4
Execution
Limited
Obligation
16
Section 2.5 Authentication 17
Section 2.6 Formof Bonds Bond
17
Section 2.7
Delivery
of Series Serie 2009 Bonds Bond 18
Section 2.8 Issuance of Additional Bonds Bond
18
Section 2.9
Mutilated Lost Stolen
or
Destroyed
Bonds Bond 18
Section 2.10
Registration
and
Exchange
of Series Serie 2009
Bonds Bond
Persons Person Treated
as
Owners Owner 19
ARTICLE III
APPLICATION OF SERIES SERIE 2009 BOND PROCEEDS PROCEED 20
Section 3.1
Deposit
of Funds Fund
20
ARTICLE
IV
REVENUE AND FUNDS FUND 21
Section 4.1 Source of
Payment
of Bonds Bond
21
Section 4.2 Bond Fund
21
Section
4.3 Construction Fund 22
Section 4.4 TIF Revenues Revenue
23
Section
4.5 Trust Funds Fund 23
Section 4.6 Investment 23
ARTICLE REDEMPTION OF SERIES SERIE 2009
BONDS BOND BEFORE MATURITY 24
Section 5.1
Redemption
Dates Date and Prices Price 24
Section 5.2 Notice of
Redemption
24
Section 5.3
Cancellation 24
Section 5.4
Redemption Payments Payment
24
ARTICLE VI
GENERAL COVENANTS COVENANT 26
Section 6.1
Payment
of
Principal
and Interest
26
Section 6.2
Performance of Covenants Covenant 26
Section 6.3
Ownership
Instruments Instrument of Further Assurance
27
Section
6.4
Filing
of
Indenture
Loan
Agreement
and
Security
Instruments Instrument 27
Section 6.5
Inspection
of Books Book
27
Section 6.6 List of Bondholders Bondholder 27
Section 6.7
Rights Right
Under
Loan
Agreement
27
Section 6.8 Investment of Funds Fund .27
Section 6.9
Non-presentment
of Bonds Bond 28
Section 6.10 Direction of Bondholders Bondholder 28
ARTICLE VII DEFAULTS DEFAULT AND REMEDIES REMEDIE 29
Section 7.1 Events Event of Default 29
Section 7.2 Acceleration 29
Section 7.3
Remedies Remedie Rights Right
of Bondholders Bondholder 29
Section 7.4
Right
of Bondholders Bondholder to Direct
Proceedings Proceeding
30
Section 7.5
Application
of
Moneys Money
30
Section 7.6 Remedies Remedie Vested In Trustee 31
Section
7.7
Rights Right
and Remedies Remedie of
Bondholders Bondholder 31
Section 7.8 Termination of
Proceedings Proceeding
32
Section 7.9 Waivers Waiver of Events Event of Default
32
ARTICLE VIII THE TRUSTEE AND PAYiNG
AGENT
33
Section 8.1
Acceptance
of the Trusts Trust 33
Section 8.2
Fees Fee Charges Charge
and
Expenses Expense
of Trustee and
Paying Agent
35
Section 8.3 Notice to Bondholders Bondholder if Default Occurs Occur 35
Section 8.4 Intervention
by
Trustee 35
Section
85
Successor Trustee 36
Section 8.6
Resignation by
the Trustee
36
Section 8.7 Removal of the Trustee 36
Section 8.8
Appointment
of Successor Trustee
by
the
Bondholders Bondholder Temporary
Trustee
36
Section 8.9
Concerning Any
Successor Trustees Trustee 36
Section 8.10 Trustee Protected in
Relying Upon Resolutions Resolution
etc 37
Section 8.11
Appointment
of
Paying Agent
and
Registrar Resignation
or Removal
of
Paying Agent
37
ARTICLE IX SUPPLEMENTAL
INDENTURES INDENTURE 38
Section 9.1
Supplemental
Indentures Indenture Not
Requiring
Consent of Bondholders Bondholder 38
Section 9.2
Supplemental
Indentures Indenture
Requiring
Consent of Bondholders Bondholder 38
ARTICLE AMENDMENTS AMENDMENT TO THE LOAN
AGREEMENT
40
Section 10.1
Amendments Amendment
etc 40
Section 10.2
Amendments Amendment
etc 40
Section 10.3 No Amendment
May
Alter Notes Note 40
ARTICLE XI MISCELLANEOUS MISCELLANEOU 41
Section
11.1 Satisfaction and
Discharge
41
Section 11.2 Defeasance of Bonds Bond
41
Section 11.3 Cancellation of Series Serie 2009 Bonds Bond 42
Section 11.4
Application
of Trust
Money
42
Section 11.5
Consents Consent etc
of Bondholders Bondholder 43
Section 11 .6 Limitation of
Rights Right
43
Section 11 .7
Severability
44
11
Section 11.8
Section 11.9
Section 11.10
Section 11.11
Section 11.12
Notices Notice 44
Counterparts Counterpart
44
Applicable
Law 44
Immunity
of Officers Officer and Directors Director 44
Holidays Holiday
44
TRUST INDENTURE
THIS THI TRUST INDENTURE dated
as
of the first
day
of
December 2009
by
and between
the CITY OF
MARION
INDIANA
Issuer municipal corporation
duly
organied
and
existing
under the laws law of the State of Indiana and FIRST FARMERS FARMER BANK
TRUST an
Indiana
banking
corporation having corporate
trust office located in
Converse Indiana
and
authorized
to
accept
and
execute trusts trust
of the character herein
set out under the laws law of the State
of
Indiana as
Trustee
Trustee
WITNESSETH
WHEREAS WHEREA
Indiana
Code
Title
36
Article
Chapters Chapter 11.9 12
14 and 25
collectively
Act
authorize and
empower
the
Issuer to issue revenue bonds bond and to lend the
proceeds proceed
therefrom for the
purpose
of
financing
economic
development
facilities facilitie and
vests vest
such
Jssuer
with
powers power
that
may
be
necessary
to enable it to
accomplish
such
purposes purpose
and
WHEREAS WHEREA
in
accordance with the
provisions provision
of the
Act
the Issuer has induced Global
Investment
Consulting
Inc
the
Borrower
to
proceed
with the construction of the
projects project
described in Exhibit attached hereto
Project
in
the
jurisdiction
of
the Issuer
by
offering
to
issue its
Taxable Economic
Development
Revenue
Bonds Bond
Series Serie 2009
Global
Investment
Consulting
Inc
Project
in the
aggregate principal
amount of
$2500000 Series Serie
2009
Bonds Bond
pursuant
to
this thi Trust Indenture
and
loaning
the
proceeds proceed
thereof to the Borrower
pursuant
to
the
Loan
Agreement
dated
as
of December 2009
Loan AgreemenC
for the
purpose
of
paying
certain
costs cost of the
Project
and
WHEREAS WHEREA
the execution and
delivery
of this thi Indenture and the
issuance of revenue
bonds bond under the Act
as
herein
provided
have
been
in all
respects respect duly
and
validly
authorized
by
proceedings proceeding duly passed
on and
approved
by
the
Issuer
and
WHEREAS WHEREA
after
giving
notice in accordance with the Act and IC
5-3-1-4
the
Issuer
held
public hearing
and
upon
finding
that the
Project
and the
proposed financing
thereof will
create additional
employment opportunities opportunitie
in the
City
of
Marion
will benefit the
health safety
morals moral
and
general
welfare of the citizens citizen of the
Issuer
and the
State of
Indiana
and will
comply
with the
purposes purpose
and
provisions provision
of the
Act
adopted
an
ordinance
approving
the
proposed
financing
and
WHEREAS WHEREA
the Act
provides provide
that such
bonds bond
may
be secured
by
trust indenture
between the Issuer and
corporate
trustee
and
WHEREAS WHEREA
the execution and
delivery
of this thi Trust Indenture
Indenture
and the
issuance of the Series Serie
2009 Bonds Bond hereunder have been in all
respects respect duly
and
validly
authorized
by
an
ordinance
duly passed
and
approved by
the
Issuer
and
WHEREAS WHEREA
Indiana
Code
Title
36
Article
Chapter
14
provides provide
that
redevelopment
commission of
city may
use
certain incrementai
property
taxes taxe to
pay
in
whole or
in
part
amounts amount
due
on
the
Series Serie 2009
Bonds Bond
and
WHEREAS WHEREA
the Marion
Redevelopment
Commission
has
by
resolution
irrevocably
dedicated and
pledged
to
the Issuer the TIE Revenues Revenue
as
hereinafter
defined
to
pay
the
Series Serie
2009
Bonds Bond
and
WHEREAS WHEREA
the Loan
Agreement provides provide
for the
repayment by
the
Borrower of the
proceeds proceed
of
the Series Serie 2009 Bonds Bond to the extent that TIF Revenues Revenue are not sufficient and fUrther
provides provide
for the Borrowers Borrower
repayment obligation
to
be
evidenced
by
the Borrowers Borrower
Note
Series Serie 2009
Series Serie
2009
Note
in
substantially
the form attached thereto
as
Exhibit and
WHEREAS WHEREA
pursuant
to this thi
Indenture
the Issuer will endorse the Series Serie 2009 Note
without
recourse
and
assign
certain of its
rights right
under the Loan
Agreement
as
security
for the
Series Serie 2009 Bonds Bond which
are
payable solely
and
only
out of the
payments payment
to be
made
by
the
Borrower with
respect
to
the
Series Serie 2009
Note
after
taking
into account TIF
Revenues Revenue
if
any
and
any
other Notes Note issued under the Loan
Agreement except
to
the
extent
paid
out
of Bond
proceeds proceed
and
WHEREAS WHEREA
the Series Serie 2009 Bonds Bond and the Trustees Trustee certificate of authentication
to
be
endorsed thereon
are
all
to
be in
substantially
the
following
forms form
and
any
Additional Bonds Bond and
Trustees Trustee certificate of authentication
are also to be in
substantially
the
following
forms form
except
as to
redemption sinking
fund and other
provisions provision peculiar
to such Additional
Bonds Bond
with
necessary
and
appropriate
variations variation
omissions omission and insertions insertion
as
permitted
or
required by
this thi
Indenture
to-wit
Form
of Series Serie 2009
Bond
UNITED STATES STATE
OF AMERICA
STATE OF TNDIANA
COUNTY OF GRANT
CITY OF
MARION
lNDIANA
TAXABLE ECONOMIC DEVELOPMENT REVENUE
BOND
SERIES SERIE 2009
GLOBAL
INVESTMENT
CONSULTING
INC
PROJECT
INTEREST
MATURITY ORIGINAL AUTHENTICATION
RATE DATES DATE DATE DATE
As
set
forth in
As set forth on
_______2009
_______
2009
Exhibit Exhibit
REGISTERED OWNER
____________
PRINCIPAL AMOUNT TWO MILLION FIVE HUNDRED THOUSAND
DOLLARS DOLLAR
$2500000
The
City
of
Marion
Indiana
Issuer municipal corporation duly organized
and
existing
under the
laws law of the State of
Indiana
for value
received
hereby promises promise
to
pay
in
lawful
money
of the United States State of America to the
Registered
Qwner listed
above
but
solely
from the issuance of
City
Of
Marion Indiana
Taxable Economic
Development
Revenue Bonds Bond
as
well
as
the
payments payment
on
the Series Serie 2009 Note and TIF Revenues Revenue hereinafter referred to
pledged
and
assigned
for the
payment
hereof
the
Principal
Amount set forth above on
the
Maturity
Dates Date set forth in Exhibit
hereto
unless unles this thi Series Serie 2009 Bond shall have
previously
been called for
redemption
and
payment
of the
redemption price
made
or
provided
for
or
unless unles
payments payment
shall
be
accelerated
as
provided
in the
Indenture
and to
pay
interest on
the
unpaid
principal
amount hereof in like
money
but
solely
from those
payments payment
at the Interest Rate
specified
in Exhibit
per
annum
payable
on
February 2010
and
on each
February
and
August
thereafter
Interest
Payment Dates Date
until the
Principal
Amount is
paid
in full
Interest
on
this thi Series Serie 2009 Bond shall be
payable
from the Interest
Payment
Date next
preceding
the date of
authentication thereof
Interest Date
except
that if this thi Series Serie 2009 Bond is
authenticated
on or
prior
to
January
15 2010
the Interest Date shall be the
Original
Issue Date
specified above ii
if this thi Series Serie 2009 Bond is
authenticated on or after
the fifteenth
day
of the
calendar month
preceding
an Interest
Payment
Date
Record
Date
the Interest Date shall be
such interest
Payment
Date
and
iii
if interest
on
this thi Series Serie 2009
Bond
is in
default
the
Interest
Date shall be the
day
after the date
to
which
interest hereon has been
paid
in full
The
principal
and
premium
if
any
of this thi Series Serie 2009 Bond are
payable
at the office of
First Farmers Farmer Bank
Trust
as
Trustee
in the
City
of
Converse Indiana
or at
the
principal
office of
any
successor trustee or
paying agent or
if
payment
is made to
depository by
wire
transfer of
immediately
available funds fund
on
the
payment
date All
payments payment
of interest hereon
will be made
by
the Trustee
by
check mailed
one business busines
day prior
to each Interest
Payment
Date to the
Registered
Owner hereof at the address addres shown
on
the
registration
books book of the
Trustee
as
maintained
by
the
Trustee
as
registrar
determined
on
the Record Date next
preceding
such Interest
Payment
Date
or
if
payment
is made
to
depository by
wire transfer of
immediately
available funds fund
on
the Interest
Payment
Date If the
payment
date
occurs occur
on date
when financial institutions institution
are
not
open
for
business busines
the wire transfer shall be made
on
the next
succeeding
business busines
day
The Trustee shall wire transfer
payments payment by
100
p.m
New
York
City
time
so such
payments payment
are received at the
depository by
230
p.m
New
York
City time
This Thi
Series Serie 2009 Bond is the
only
one
of the Issuers Issuer Taxable Economic
Development
Revenue
Bonds Bond
Series Serie 2009
Global
Investment
Consulting
Inc
Project hereinbefore
and
hereinafter the Series Serie 2009
Bonds Bond
which are
being
issued under the hereinafter described
Indenture
in the
aggregate principal
amount of
$2500000
The Series Serie 2009 Bonds Bond
are
being
issued for the
purpose
of
providing
funds fund
to
finance
the
redevelopment
of the former YMCA
building
in the
Marion Consolidated Allocation Area in the
City
of
Marion
Indiana
Project
to be incurred
or
constructed
by
Global Investment
Consulting
Inc
Borrower by lending
such funds fund to the Borrower
pursuant
to the Loan
Agreement
dated
as
of December
2009
Loan Agreement
between the Borrower and the Issuer which
prescribes prescribe
the terms term and
conditions condition under which the Borrower shall
repay
such
loan and
pursuant
to
which
the Borrower
will
execute
and deliver
to the Issuer its
Note
Series Serie 2009
Series Serie
2009
Note
in
principal
amount
equal
to the
principal
amount
of such Series Serie 2009 Bonds Bond in
order to
evidence such loan
The Series Serie 2009 Bonds Bond
are
issued under and entitled
to
the
security
of
Trust
Indenture
dated
as
of December
2009
Indenture
duly
executed and delivered
by
the Issuer to First
Farmers Farmer Bank
Trust
as
Trustee
the
term Trustee
where
used herein
referring
to the Trustee
or
its
successors successor pursuant
to which
Indenture
the TIF Revenues Revenue
as
defined in the
Indenture
and the Series Serie 2009
Note
and all
rights right
of the
Issuer
under the
Loan
Agreement
except
certain
rights right
to
payment
for
expenses expense indemnity rights right
and
rights right
to
perform
certain
discretionary
acts act
as set forth in the Loan
Agreement
are
pledged
and
assigned by
the Issuer to the Trustee as
security
for the Series Serie 2009 Bonds Bond THE OWNER OF THIS THI
BOND
BY ACCEPTANCE
OF
THIS THI SERIES SERIE 2009
BOND
HEREBY AGREES AGREE TO ALL OF THE TERMS TERM AND
PROVISIONS PROVISION IN THE INDENTURE AND THIS THI SERIES SERIE 2009 BOND AND
ACKNOWLEDGES ACKNOWLEDGE THAT
It is an institutional accredited investor
as
defined in Rule
501al
or
under the Securities Securitie Act of
1933
as
amended
1933 Act purchasing
bonds bond for its
own
account or
for the
account of another such institutional accredited
investor
and it is
acquiring
the Series Serie 2009 Bonds Bond for investment
purposes purpose
and
not
with
view
to
or for offer or sale in
connection
with
any
distribution in violation of the 1933 Act It has such
knowledge
and
experience
in financial and business busines matters matter
as
to be
capable
of
evaluating
the merits merit and risk of
its investment in the Series Serie 2009 Bonds Bond and invest in
or
purchase
securities securitie similar to the Series Serie
2009 Bonds Bond in the normal course of its
business busines
and
it
and
any
investor accounts account for which it is
acting
are able to bear the economic risk of their
or
its investment for
an
indefinite
period
of
time It confirms confirm that neither
the Issuer nor
any person acting
on its behalf has offered tosell the
Series Serie 2009 Bonds Bond
by
and that it has
not
been made
aware of
the
offering
of the
Series Serie 2009
Bonds Bond
by
any
form of
general
solicitation or
general
advertising including
but not limited
to
any
advertisement article
notice
or
other communication
published
in
any newspaper
magazine
or
similar media
or broadcast over television or radio
It is familiar with the Issuer and the
Borrower
it has received such information
concerningthe
Issuer and the
Borrower
the Series Serie 2009 Bonds Bond and the TIE
Revenues Revenue
as
defined
in the
Indenture
as it deems deem to be
necessary
in connection with investment in the Series Serie 2009
Bonds Bond
It has
received
read and commented
upon
copies copie
of the Indenture and the Loan
Agreement
Prior
to
the
purchase
of the Series Serie 2009
Bonds Bond
it has been
provided
with the
opportunity
to ask
questions question
of and receive
answers answer
from the
representatives representative
of the
Issuer
and the
Borrower
concerning
the terms term and conditions condition of the Series Serie 2009
Bonds Bond
the tax status statu of the
Series Serie
2009
Bonds Bond
legal opinions opinion
and
enforceability
of
remedies remedie
the
security
therefor
and
property
tax
reform
and to obtain
any
additional information needed in order
to
verify
the
accuracy
of the information obtained to the extent that the Issuer and the Borrower
possess posses
such
information
or can
acquire
it without unreasonable effort
or
expense
It
is
not
relying
on Barnes Barne
Thornburg
LLP
or
London
Witte
Group
for information
concerning
the financial status statu of the
Issuer and the Borrower
or
the
ability
of the Issuer and the Borrower
to
honor their
respective
financial
obligations obligation
or other covenants covenant under the Series Serie 2009
Bonds Bond
the
Indenture or
the Loan
Agreement
It understands understand that the
projection
of
TIE Revenues Revenue
prepared
in connection with
the
issuance of the Series Serie
2009 Bonds Bond has been based on estimates estimate of the investment in real
property
provided by
the Borrower
It is
acquiring
the
Series Serie 2009 Bonds Bond for its
own
account with
no
present
intent to
resell
and will not
sell
convey pledge
or
otherwise transfer the Series Serie 2009 Bonds Bond
to an
entity
that is not
an
accredited
investor without
prior
compliance
with
applicable
registration
and
disclosure
requirements requirement
of state and federal securities securitie laws law
It understands understand
that the Series Serie
2009 Bonds Bond
have
not
been
registered
under the 1933
Act
and
unless unles
so
registered
may
not
be sold
to an
entity
that is
not an accredited investor
without
registration
under the 1933 Act
or an
exemption
therefrom It is
aware
that it
may
transfer
or
sell the
Series Serie
2009 Bonds Bond
only
if the
Trustee
shall
first
have received
satisfactory opinion
of counsel
that the
sale or transfer will not violate the 1933
Act
the
Securities Securitie
Exchange
Act of 1934 and the Investment
Company
Act of 1940 and
regulations regulation
issued
pursuant
to such
Acts Act
or
ii
no-action letter of the staff of the Securities Securitie and
Exchange
Commission that the staff will recommend that
no
action be taken with
respect
to
such sale
or
transfer
or
iii
certificate
stating
that it
reasonably
believes believe
that
the transferee is
Qualified
Institutional
Buyer
within the
meaning
of Section of Rule 144A
Rule 144A
promulgated
by
the Securities Securitie and
Exchange
Commission
pursuant
to the 1933 Act and has informed the
transferee of the transfer restrictions restriction
applicable
to
the Series Serie 2009
Bonds Bond
and that the transferor
may
be
relying
upon
Rule 44A with
respect
to
the transfer of the
Series Serie 2009 Bonds Bond
It understands understand that the sale
or
transfer of the
Series Serie
2009
Bonds Bond in
principal
amounts amount less les than
$100000
is
prohibited
other than
through primary offering
It has
investigated
the
security
for the Series Serie
2009
Bonds Bond including
the
availability
of TIF
Revenues Revenue to its
satisfaction
and it understands understand that the Series Serie 2009 Bonds Bond are
payable
from
the issuance of
City
of
City
of Marion Indiana Taxable Economic
Development
Revenue
Bonds Bond
as
well
as
loan
repayments repayment
from the
Borrower under
the
Loan
Agreement
and
Note
offset
by
available TIF Revenues Revenue It further understands understand that the Issuer does doe not have the
power
or
the
authority
to
levy
tax to
pay
the
principal
of or interest on the Series Serie 2009 Bonds Bond
It understands understand that interest
on the Series Serie 2009 Bonds Bond is taxable for federal income
tax
purposes purpose
The Series Serie 2009 Bonds Bond
are
issuable in
registered
form without
coupons coupon
in the
denominations denomination of
$100000
and
any
$5000 integral multiples multiple
thereafter The sale
or
transfer of
this thi Series Serie 2009 Bond in
principal
amounts amount of less les than
$100000
is
prohibited
other than
through
primary offering
This Thi Series Serie 2009 Bond is
transferable
by
the
registered
holder hereof in
person
or
by
its
attorney
duly
authorized in
writing
at the
principal
office of the
Trustee
but
only
in the
maimer subject
to the limitations limitation and
upon
payment
of
the
charges charge provided
in
the
Indenture and
upon
surrender and cancellation of this thi Series Serie 2009 Bond
Upon
such transfer
new
registered
Bond will be issued to the transferee in
exchange
therefor
The
Issuer
the Trustee and the
Paying Agent may
deem and treat the
Registered
Owner
hereof
as
the
absolute owner hereof for the
purpose
of
receiving payment
of
or on account
of
principal
hereof and
premium
if
any
hereon and
interest due hereon and for all other
purposes purpose
and neither the Issuer
nor the Trustee nor the
Paying Agent
shall be affected
by
any
notice to the
contrary
The Series Serie 2009 Bonds Bond shall be
subject
to
redemption prior
to
maturity
at the
option
of
the Issuer
on
any
date
upon
fifteen
15 days day notice
in whole or in
part
in such order of
maturity
as
the
Issuer shall direct and
by
lot within maturities maturitie
on
any
date
from
any moneys money
made available for that
purpose
at face
value plus plu
in each
case accrued interest to
the date
fixed
for
redemption
and with the
following premiums premium
3% if redeemed on or before
February
12011
2%
if redeemed between
February
2011
and
February 2012
1% if redeemed between
February
2012
and
February 12013
0% if redeemed
on or
after
February
2013
All Series Serie 2009 Bonds Bond
so
called for
redemption
will cease to bear interest on the
specified
redemption
date
provided
funds fund for their
redemption
are on
deposit
at the
place
of
payment
at that
time
and shall
no
longer
be
protected by
the Indenture
and shall not be deemed
to
be
outstanding
under the
provisions provision
of the Indenture
This Thi Series Serie 2009 Bond is transferable
by
the
Registered
Owner hereof at the
principal
corporate
trust office of the Trustee
upon
surrender and cancellation of this thi
Series Serie 2009
Bond
and
on
presentation
of
duly
executed
written instrument
of transfer and
thereupon
new Series Serie
2009 Bond or Series Serie 2009 Bonds Bond of the
same
aggregate principal
amount
and
maturity
and
in
authorized denominations denomination will be issued
to the transferee or transferees transferee in
exchange
therefor
The Series Serie 2009
Bonds Bond
and the interest
payable thereon
do not and shall not
represent
or
constitute
debt
of
the Issuer
within
the
meaning
of the
provisions provision
of the
constitution
or statutes statute of the State of Indiana or
pledge
of the faith and credit of the
Issuer The Series Serie 2009
Bonds Bond as
to both
principal
and
interest
are not an
obligation
or
liability
of
the
State of
Indiana
or
of
any
political
subdivision
or
taxing authority
thereof
but are
special
limited
obligation
of the Issuer and
payable solely
and
only
from the trust
estate
consisting
of
funds fund and accounts account held under the
Indenture
the TIE Revenues Revenue and
payments payment
to be made
on
the Series Serie 2009
Note issued under the Loan
Agreement pledged
and
assigned
for their
payment
in
accordance with the Indenture
Trust Estate
Neither
the faith and credit
nor
the
taxing
power
of the
Issuer
the State of Indiana
or
any
political
subdivision
or
taxing authority
thereof is
pledged
to the
payment
of the
principal
of
premium
if
any
or the interest
on
this thi Series Serie 2009 Bond The Series Serie 2009 Bonds Bond do not
grant
the
owuers owuer or
holders holder thereof
any
right
to have the
Issuer
the State
of Indiana
or
its
General
Assembly
or
any political
subdivision or
taxing authority
of the State of
Indiana
levy
any
taxes taxe
or
appropriate any
funds fund for the
payment
of
the
principal of premium
if
any
or
interest
on the
Series Serie
2009 Bonds Bond No covenant or
agreement
contained in the
Series Serie 2009 Bonds Bond or the Indenture shall be deemed to be covenant
or
agreement
of the
Redevelopment Commission
the Marion
Economic
Development
Commission
Commission
the Issuer
or
of
any member director
officer
agent attorney
or
employee
of the
Redevelopment Commission
Commission or the Issuer in his
or
her
individual
capacity
and neither the
Redevelopment
Commission
Commission the Issuer
nor
any member director officer
agent attorney
or
employee
of the
Redevelopment
Commission
Commissiou
or
the Issuer
executing
the
Series Serie 2009
Bonds Bond shall be liable
personally
on the
Series Serie 2009
Bonds Bond or be
subject
to
any
personal liability
or
accountability
by
reason of the issuance of the Series Serie 2009 Bonds Bond
The
holder of this thi Series Serie 2009 Bond shall have
no
right
to enforce the
provisions provision
of the
Indenture
or
to institute action
to
enforce the
covenants covenant
therein
or to take
any
action with
respect
to
any
event of default under the
Indenture or
to
institute
appear
in
or
defend
any
suit
or
other
proceedings proceeding
with
respect thereto
except
as
provided
in
the
Indenture In certain
events event
on the
conditions condition
in the
manner
and with the effect set forth in the
Indenture
the
principal
of all the
Bonds Bond issued under the Indenture and then
outstanding
may
become
or
may
be declared due and
payable
before the stated
maturity
thereof
together
with interest accrued thereon Modifications Modification
or alterations alteration of the
Indenture
or of
any supplements supplement
thereto
may
be made to the extent and in
the circumstances circumstance
permitted by
the Indenture The Issuers Issuer
obligation
to
pay
TIF Revenues Revenue shall
not be
subject
to acceleration
It is
hereby
certified that all
conditions condition
acts act and
things thing required
to
exist
happen
and be
performed
under the laws law of the State of Indiana and under the Indenture
precedent
to
and in the
issuance of
this thi Series Serie 2009
Bond exist
have
happened
and have been
performed
and that the
issuance
authentication and
delivery
of
this thi Series Serie 2009 Bond
have
been
duly
authorized
by
the
Issuer
This Thi
Series Serie 2009
Bond shall
not be
valid
or
become
obligatory
for
any purpose
or be
entitled to
any security
or
benefit under the Indenture until the certificate of authentication
hereon shall have been
duly
executed
by
the
Trustee
IN
WITNESS WITNES
WHEREOF
the
City
of
Marion Indiana
in Grant
County
has caused this thi
Series Serie 2009 Bond to be executed in its
name
and
on
its behalf
by
the manual
or
facsimile
signature
of its
Mayor
and its
corporate
seal
to
be hereunto
affixed
manually
or
by
facsimile and
attested to
by
the manual
or
facsimile
signature
of its Clerk all
as
of
2009
CITY OF
MARION
INDIANA
By
__________________________
Mayor
SEAL
Attest
Clerk
FORM
OF TRUSTEES TRUSTEE
CERTIFICATE OF
AUTHENTICATION
This Thi Series Serie
2009 Bond
is
one
of the
Series Serie 2009 Bonds Bond described in the within mentioned
Trust Indenture
FIRST FARMERS FARMER BANK
TRUST
Trustee
By
ASSIGNMENT
Authorized Officer
FOR
VALUE RECEIVED
the
undersigned hereby sells sell assigns assign
and transfers transfer
unto
_______________________________
Please
Print
or
Typewrite
Name and
Address Addres
the within
Series Serie 2009
Bond
and all
rights right
title and
interest
thereon
and
hereby
irrevocably
constitutes constitute and
appoints appoint
_______________________________
attorney
to transfer the within Series Serie 2009 Bond
on
the books book
kept
for
registration thereof
with full
power
of
substitution
in the
premises premise
Dated
______________
Signature
Guaranteed
NOTICE
Signatures Signature
must
be
guaranteed
by
an
eligible
guarantor
institution
participating
in Securities Securitie Transfer
Association
recognized signature
guarantee
program
NOTICE
The
signature
of this thi
assignment
must
correspond
with the name of the
registered
owner as
it
appears appear upon
the face
of the within Series Serie 2009 Bond in
every
particular
without alteration
or
enlargement
or
any change
whatever
The
following
abbreviations abbreviation
when used in the
inscription
on
the face of this thi
certificate
shall be construed
as
though they
were
written
out
in full
according
to
applicable
laws law or
regulations regulation
TEN COM
TEN ENT
as
tenants tenant in
common
as tenants tenant
by
the
entireties entiretie
JT TEN
UNIF TRANS TRAN
MN ACT
as
joint
tenants tenant with
right
of
survivorship
and
not as tenants tenant
in
common
Cust
Custodian
Minor
under Uniform Transfers Transfer to Minors Minor Act of
State
Additional abbreviations abbreviation
may
also be used
though
not in the above list
Exhibit
PRINCIPAL MATURITY
DATES DATE
AMOUNTS AMOUNT AND INTEREST
Date Amount
February 12011 $10000
August
2011
30000
February
2012
35000
August
2012
35000
February
2013
35000
August
2013
35000
February
2014
40000
August
2014
40000
February
2015
40000
August
2015
40000
February
2016
40000
August
2016
40000
February
2017
45000
August
2017
40000
February
2018
45000
August
2018
45000
February
2019
45000
August
2019
45000
February
2020
50000
August
2020
40000
February
2021
40000
August
2021
85000
February
2022
85000
August
2022
85000
February
2023 85000
August
2023
90000
February
2024
90000
August
2024
95000
February
2025
95000
August
2025
100000
February
2026
100000
August
2026 105000
February
2027
105000
August 12027
110000
February 12028 110000
August
2028
115000
February 12029 115000
August
12029 115000
Interest
on
this thi Series Serie
2009 Bond shall be
payable
as follows follow
FromDecember 2009 until
February
2015
the interest rate
on
the Series Serie
2009 Bonds Bond shall be
6.5 0%
per
annum
On
February 2015
February
2020
and
February
2025
the interest rate
shall be reset for the
succeeding
five
year
period
at
per
annum rate
equal
to
the then
five-year
10
United States State
Treasury
Bill rate
plus plu
375 basis basi
points point provided
however that the interest rate
shall
never
fall below
6.50%
per
annum
End
of Bond
Form
NOW THEREFORE
THIS THI INDENTURE WITNESSETH
That in order
to secure
the
payment
of the
principal
of and interest and
premium
if
any
on the Bonds Bond to be issued under
this thi Indenture
according
to their
tenor
purport
and
effect
and in order to secure the
performance
and observance of all the covenants covenant and conditions condition herein and in the Bonds Bond
contained
and in
order to declare the terms term and conditions condition
upon
which the Bonds Bond are
issued authenticated
delivered
secured and
accepted by
all
persons person
who shall from time to time be
or
become holders holder
thereof
and for and in consideration of the mutual
covenants covenant
herein
contained
of
the
acceptance
by
the Trustee of the trust
hereby
created
and of the
purchase
and
acceptance
of the Bonds Bond
by
the holders holder
or
obligees obligee
thereof
the Issuer has executed and delivered this thi
Indenture
and
by
these
presents present
does doe
hereby
convey
grant assign pledge
and
grant security
interest
in
unto
the
Trustee
its successor or successors successor and its or their
assigns assign
forever
with
power
of
sale
all and
singular
the
property
hereinafter described
Trust Estate
GRANTING CLAUSE
DIVISION
The Series Serie
2009
Note
which has been endorsed
by
the Issuer to the order of the Trustee
and
pledged by
the Issuer to the
Trustee
and all
sums sum
payable
in
respect
of the indebtedness indebtednes
evidenced
thereby
DIVISION II
All
right
title and interest of the Issuer in and to the TIP
Revenues Revenue
the Loan
Agreement
except
the
rights right
reserved
to
the
Issuer
and all
moneys money
and the
Qualified
Investments Investment held
by
the
Trustee fromtime to time in the Funds Fund and Accounts Account created
hereunder
TO HAVE AND TO HOLD the
same
unto the
Trustee
and its
successor or successors successor
and its
or
their
assigns assign forever
iN
TRUST NEVERTHELESS NEVERTHELES
upon
the
terms term
and
trusts trust
herein
set
forth
to secure
the
payment
of the
Bonds Bond to be issued
hereunder
and
premium
if
any payable
upon
redemption
or
prepayment
thereof
and the interest
payable thereon
and to secure also the observance and
performance
of all the
terms term
provisions provision
covenants covenant and conditions condition of this thi
Indenture
and for the
benefit and
security
of all and
singular
the holders holder of all Bonds Bond issued
hereunder
and it is
hereby
mutually
covenanted and
agreed
that the terms term and conditions condition
upon
which the Bonds Bond
are
to be
issued authenticated delivered
secured and
accepted by
all
persons person
who shall from time to time
be
or
become the holders holder
thereof
and the
trusts trust
and conditions condition
upon
which the
pledged
moneys money
and
revenues revenue are to
be held and
disbursed
are as
follows follow
ARTICLE
DEFINITIONS DEFINITION
II
Section 1.1 Terms Term
Defined In addition
to
the words word and
terms term
elsewhere defined in
this thi
Indenture
the
following
words word and terms term as used in this thi Indenture shall have the
following
meanings meaning
unless unles the
context or use
indicates indicate another
or
different
meaning
or
intent
Annual Fees Fee means mean annual Trustee Fees Fee
Area
means mean
the Marion Consolidated Allocation Area established
by
the
Redevelopment
Commission
pursuant
to
Indiana
Code 36-7-14-3
Authorized
Representative
means mean
any
officer of the
Borrower
Bonds Bond means mean
any
Bonds Bond issued
pursuant
to this thi
Indenture including
the Series Serie 2009
Bonds Bond
Borrower
means mean
Global Investment
Consulting Inc
Nevada
corporation
Costs Cost of Construction
means mean
the
costs cost
of
providing
for
an
economic
development
project
as
defined
and set forth in the Act
Event
of Default
means mean those events event of default
specified
in and defined
by
Section 7.1
hereof
Fiscal Year shall
mean
period
of twelve consecutive
months month
constituting
the fiscal
year
of the Borrower
commencing
on
the first
day
of
January
of
any
year
and
ending
on
the last
day
of December of such
year
both
inclusive or such other
period
as hereafter
may
be
established from time
to
time
for
budgeting
and
accounting purposes purpose by
the Borrower or
by
the
governing body
of
any
successor
entity
to
the Borrower
Indenture
means mean
this thi instrument
as
originally
executed
or as
it
may
from time
to
time
be
amended
or
supplemented pursuant
to Article IX
Interest
Payment
Date
on
the Series Serie 2009 Bonds Bond
means mean
each
February
and
August
commencmg
February
2010
Issuer
means mean
the
City
of
Marion Indiana municipal corporation organized
and
validly
existing
under the laws law of the State of Indiana or
any
successor to its
rights right
and
obligations obligation
under the Loan
Agreement
and the Indenture
Loan
Agreement
means mean
the Loan
Agreement
dated
as of December
2009
from the
Borrower to the Issuer and all amendments amendment and
supplements supplement
thereto
Note
or Notes Note
shall have the
meaning assigned
in the
Loan
Agreement
Opinion
of Counsel shall mean an
opinion
in
writing signed by legal
counsel who
may
be an
employee
of
or
counsel to the Borrower and who shall be
satisfactory
to the Trustee in its
reasonable discretion
12
Outstanding
or
Bonds Bond
outstanding
means mean
all Bonds Bond which have been
duly
authenticated
and delivered
by
the Trustee under this thi
Indenture
except
Bonds Bond canceled
after
purchase
in
the
open
market
or
because of
paymept
at or
redemption prior
to
maturity
Bonds Bond for the
redemption
of which cash
or
investments investment
but only
to the extent that
the full faith and credit of the United States State of America are
pledged
to
the
timely payment
thereof
shall have been theretofore
deposited
with the Trustee
whether
upon
or
prior
to the
maturity
or
redemption
date of
any
such
Bonds Bond provided
that if
such Bonds Bond are to
be redeemed
prior
to the
maturity thereof
notice of such
redemption
shall have been
given
or
arrangements arrangement
satisfactory
to the Trustee shall have been made
therefor
or waiver of
such notice
satisfabtory
in
form
to
the
Trustee
shall have been filed with the
Trustee
and
Bonds Bond in lieu of which others other have been authenticated under Section 2.9
Paying Agent
means mean
First Farmers Farmer Bank Trust and
any
successor
paying agent
or co
paying
agent
Qualified
Investments Investment shall have
the
meaning assigned
in the Loan
Agreement
Record Date
means mean
the fifteenth
day
of the month
preceding any
Interest
Payment
Date
Redevelopment
Commission means mean the
City
of Marion
Redevelopment
Commission
Requisite
Bondholders Bondholder
means mean
the holders holder of 66 2/3% in
aggregate principal
amount of
Bonds Bond
Series Serie 2009 Bonds Bond means mean the
City
of
Marion
Indiana Taxable Economic
Development
Revenue
Bonds Bond
Series Serie 2009
Global
Investment
Consulting
Inc
Project
in the
aggregate
principal
amount
of
$2500000
Series Serie 2009 Note
shall have the
meaning assigned
in the
Loan
Agreement
Tax Increment
means mean
all real and
depreciable personal property
tax
proceeds proceed
attributable to the assessed valuation
of
properties propertie
within the Area
as
of each March in
excess exces
of the base assessed value of such
properties propertie
The incremental assessed value is
multiplied by
the current
property
tax rate
per
$100
assessed
value
TIF
Pledge
Resolution
means mean
Resolution No 16-2009
adopted by
the
Redevelopment
Commission
on
November 2009
TIF Revenues Revenue
means mean
Tax Increment received
by
the
Redevelopment
Commission and
pledged
to the Issuer
pursuant
to TIF
Pledge
Resolution
Trust Estate
means mean
the fi.mds fi.md and
accounts account
Series Serie 2009
Notes Note
TIF Revenues Revenue and other
assets asset described in the
Granting
Clauses Clause of this thi Indenture
13
Trustee
means mean
First Farmers Farmer Bank
Trust Converse Indiana
the
party
of the second
part hereto
and
any
successor trustee
or
co-trustee
Section 1.2 Rules Rule of
Interpretation
For all
purposes purpose
of this thi
Indenture
except
as
otherwise
expressly provided
or unless unles the context otherwise
requires require
This Thi Indenture
means mean this thi instrument as
originally
executed and
as
it
may
from
time to time be
supplemented
or
amended
pursuant
to
the
applicable provisions provision
hereof
All
references reference
in this thi
instrument to
designated Articles Article
Sections Section and other
subdivisions subdivision
are
to the
designated
Articles Article
Sections Section and other subdivisions subdivision of this thi instrument
as
originally
executed The
words word
herein
hereof
and hereunder and other words word of similar
import
refer
to this thi Indenture
as
whole and not to
any
particular
Article
Section
or
other
subdivision
The terms term defined in this thi Article have the
meanings meaning assigned
to
them in
this thi
Article and include the
plural
as well as the
singular
and the
singular
as well as the
plural
All
accounting
terms term not otherwise defined herein have the
meanings meaning assigned
to
them in accordance with
generally accepted accounting principles principle
as
consistently applied
.e Any
terms term not defined
herein
but defined in the Loan
Agreement
shall
have
the
same
meaning
herein
The terms term defined elsewhere in this thi Indenture shall have the
meanings meaning
therein
prescribed
for them
Section
1.3
Exhibits Exhibit The
following
Exhibits Exhibit are attached to and
by
reference made
part
of this thi Indenture
Exhibit
Description
of
Project
Exhibit 13 Issuance Costs Cost
End
of Article
14
ARTICLE II
THE EONDS EOND
Section 2.1 Authorized Amount of Series Serie 2009 Bonds Bond
No
Bonds Bond
may
be issued
under the
provisions provision
of
this thi Indenture
except
in accordance with this thi Article The
principal
amount of the Series Serie 2009 Bonds Bond
other
than Bonds Bond issued in substitution therefor
pursuant
to
Section
2.9
hereof
that
may
be issued is
hereby expressly
limited to
$2500000
Section 2.2 Issuance of Series Serie 2009 Bonds Bond The Series Serie 2009 Bonds Bond shall be
designated City
of
Marion
Indiana
Taxable
Economic
Development
Revenue
Bonds Bond
Series Serie
2009
Global
Investment
Consulting
Inc
Project
The Series Serie 2009 Bonds Bond shall be
originally
issuable as
fully registered
Bonds Bond without
coupons coupon
in denominations denomination of
$100000
and
any
$5000
integral multiples multiple
thereafter and
shall be lettered and numbered R- and
upward
Interest
on
the
Series Serie 2009 Bonds Bond shall be
paid
to the owners owner of such Bonds Bond determined as of the close of
business busines of the Record Date
next
preceding
each Interest
Payment
Date at the
registered
addresses addresse of such
owners owner
as
they
shall
appear
on
the
registration
books book of the Trustee
notwithstanding
the cancellation of
any
such Bonds Bond
upon any
exchange
or transfer thereof
subsequent
to the Record Date and
prior
to such Interest
Payment Date
except
that
if and to the
extent
that
there shall be default in the
payment
of the interest due
on
such interest
payment
date
such defaulted interest shall be
paid
to
the
owners owner
in whose
name
any
such Bonds Bond
or any
Bond issued
upon
transfer
or
exchange thereof
are
registered
at the close of business busines of the
Special
Record Date
next
preceding
the
date of
payment
of such defaulted interest
Payment
of
interest
to
all
Bondholders Bondholder shall be
by
check drawn
on
the main office of the
Paying Agent
and
mailed
to
such Bondholder
one business busines
day prior
to each Interest
Payment
Date The
Special
Record Date shall be the date established
by
the Trustee for the
payment
of defaulted interest
The Series Serie 2009 Bonds Bond shall be dated
as of the date of their
delivery
Interest shall be
computed
on
the basis basi
of 360
day
year
consisting
of twelve
30-day
months month The interest
on
the Series Serie
2009 Bonds Bond shall be
payable
on
each
February
and
August commencing
on
February
2010
The
Series Serie
2009 Bonds Bond
shall bear interest from
the
Interest
Payment
Date next
preceding
the date of authentication
thereoL
unless unles such date of authentication shall be
subsequent
to
Record Date in which
case
they
shall bear
interest from the Interest
Payment
Date with
respect
to
such Record
Date
provided
however that
if
as
shown
by
the records record of the
Trustee
interest
on
the Series Serie 2009 Bonds Bond shall be in
default
Series Serie 2009 Bonds Bond issued in
exchange
for Series Serie 2009
Bonds Bond surrendered for transfer
or
exchange
shall bear interest from the date to which interest has
been
paid
in full
on
the
Series Serie
2009 Bonds Bond
or
if no
interest has
been
paid
on the Series Serie 2009
Bonds Bond
from the date of issuance and
delivery
of the Series Serie 2009 Bonds Bond Series Serie 2009 Bonds Bond
authenticated
on or
prior
to
January 15
2010
shall bear
interest from the date of
delivery
of the
Series Serie 2009 Bonds Bond
The Series Serie 2009 Bonds Bond shall
mature on
February
and
August beginning February
2010 and
ending August
2029 and amounts amount with interest at the rate
per
annum as
follows follow
15
Date Amount Amount
February
2011
August 12011
February
2012
August
2012
February 12013
August
12013
February
2014
August
12014
February
2015
August
12015
February
2016
August
12016
February
2017
August
2017
February
2018
August
2018
February
2019
August 12019
February
2020
$10000
30000
35000
35000
35000
35000
40000
40000
40000
40000
40000
40000
45000
40000
45000
45000
45000
45000
50000
August
12020
February
2021
August
2021
February
2022
August
12022
February
2023
August
2023
February
2024
August
12024
February
2025
August
2025
February
2026
August
2026
February
2027
August
2027
February
2028
August
2028
February
2029
August
2029
$40000
40000
85000
85000
85000
85000
90000
90000
95000
95000
100000
100000
105000
105000
110000
110000
115000
115000
115000
Interest
on
the
Series Serie 2009 Bonds Bond shall be
payable
as
follows follow
From the date of
closing
on
the Series Serie 2009 Bonds Bond until
interest
rate on
the Series Serie 2009 Bonds Bond
shall be 6.50%
per
annum
February 2015
the
On
February 2015 February 2020
and
February 2025
the interest
rate
shall be reset for the
succeeding
five
year period
at
per
annum
rate
equal
to the then
five-year
United States State
Treasury
Bill
rate
plus plu
375
basis basi
points point provided
however
that the interest
rate
shall never fall below 6.50%
per
annum
Section 2.3
Payment
on Bonds Bond The
principal
of and interest
on
the Bonds Bond shall be
payable
in
any
coin
or
currency
of the United States State of America
which
at
the
respective
dates date of
payment thereof
is
legal
tender for the
payment
of
public
and
private
debts debt The final
payments payment
on
the Series Serie 2009 Bonds Bond shall be
payable
at
the
principal corporate
trust
office of the
Trustee
All other
payments payment
on
the
Series Serie 2009 Bonds Bond shall be made to the
person
appearing
on the Bond
registration
books book of the Trustee
as
the
registered
owner
of the Series Serie 2009 Bonds Bond
by
check
mailed
to
the
Registered
Owner thereof as shown on the
registration
books book of the
Trustee
or
if
payment
is made to
depository by
wire transfer of
immediately
available funds fund
on
the interest
payment
date If the
payment
date occurs occur on date when financial institutions institution are not
open
for
business busines
the wire transfer shall be made
on
the
next
succeeding
business busines
day
The Trustee shall
be instructed
to wire transfer
payments payment
by
100
p.m
New
York
City time
so
that such
payments payment
are
received
at
the
depository by
230
p.m New
York
City time
Section 2.4
Execution
Limited
Obligation
The
Series Serie 2009
Bonds Bond shall
be executed
on
behalf of the Issuer with the manual
or facsimile
signature
of its
Mayor
and attested
with the
16
manual
or
the
facsimile
signature
of
its
Clerk and shall have
impressed
or
printed
thereon the
corporate
seal of the Issuer Such facsiinil shall have the
same force and effect as
if
such
officer had
manually signed
each of the Series Serie 2009 Bonds Bond If
any
officer whose
signature
or
facsimile
signature
shall
appear
on
the
Series Serie 2009 Bonds Bond shall cease to be such officer before
the
delivery
of such
Bonds Bond
such
signature
or
such facsimile
shall nevertheless nevertheles
be valid and
sufficient for all
purposes purpose
the
same as if he had remained
in
office until
delivery
The Series Serie 2009
Bonds Bond
and the interest
payable thereon
do not and
shall not
represent
or
constitute
debt of the
Issuer
the State of Indiana or
any
political
subdivision
or
taxing
authority
thereof within the
meaning
of the
provisions provision
of the constitution
or
statutes statute of the State of Indiana
or
pledge
of the faith and credit of the
Issuer
the State of
Indiana or
any political
subdivision
or
taxing authority
thereof The Series Serie 2009
Bonds Bond
as
to both
principal
and
interest
are not an
obligation
or
liability
of the State of
Indiana
or of
any
political
subdivision
or
taxing authority
thereof
but are
special
limited
obligation
of
the Issuer and are
payable solely
and
only
from the trust estate
consisting
of funds fund and
accounts account
held under the
Indenture
the TB Revennes Revenne and
payments payment
to be made
on
the
Notes Note issued under
the
Loan
Agreement pledged
and
assigned
for their
payment
in
accordauee with the Indenture
Trust Estate
Neither the faith and credit nor the
taxing
power
of the
Issuer
the State of Indiana
or
any political
subdivision
or
taxing anthority
thereof is
pledged
to the
payment
of
the
principal of
premium
if
any
or
the interest
on
the
Series Serie 2009 Bond The Series Serie 2009 Bonds Bond do not
grant
the
owners owner or
holders holder thereof
any
right
to have the
Issuer
the State of Indiana
or
its
General
Assembly
or
any
political
subdivision
or
taxing authority
of the State of
Indiana
levy
any
taxes taxe
or
appropriate
any
funds fund for the
payment
of the
principal of premium
if
any
or interest on the Series Serie 2009
Bonds Bond No covenant
or
agreement
contained in the Series Serie 2009
Bonds Bond or the
Indenture
shall be deemed
to
be
covenant or
agreement
of the
Redevelopment
Commission
the
Marion
Economic
Development
Commission
Commission
the
Issuer or
of
any
member director officer agent
attorney
or
employee
of the
Redevelopment
Commission
Commission or the Issuer in his
or
her individual
capacity
and neither
the
Redevelopment
Commission Commission
the Issuer
nor
any
member director officer
agent attorney
or
employee
of the
Redevelopment Commission
Commission or the Issuer
executing
the
Series Serie 2009 Bonds Bond shall be liable
personally
on
the Series Serie 2009 Bonds Bond
or
be
subject
to
any
personal liability
or
accountability by
reason
of
the issuance of the Series Serie 2009 Bonds Bond
Section 2.5 Authentication
No Series Serie 2009 Bond shall be valid or
obligatory
for
any
purpose
or entitled to
any security
or benefit under this thi Indenture unless unles and until the certificate
of authentication
on
such
Series Serie 2009 Bond
substantially
in the form hereinabove set forth shall
have been
duly
executed
by
the
Trustee
and such executed certificate
of
the
Trustee
upon any
such Bond shall be conclusive evidence
that such Series Serie 2009 Bond has been authenticated and
delivered
under this thi Indenture The Trustees Trustee certificate of authentication
on
any
Series Serie 2009
Bond shall be deemed to have been executed
by
it
if
signed by
an authorized officer of the
Trustee
but it shall not be
necessary
that the
same
officer
sign
the certificate of authentication
on
all of the Series Serie 2009 Bonds Bond issued hereunder
Section 2.6 Form of Bonds Bond The Bonds Bond issued under this thi Indenture
shall be
substantially
in the form hereinabove
set
forth with
such
appropriate
variations variation
omissions omission and
insertions insertion
as are permitted or required by
this thi Indenture
or
deemed
necessary by
the Trustee
17
Section 2.7
Delivery
of Series Serie 2009 Bonds Bond
Upon
the execution and
delivery
of
this thi
Indenture
the Issuer shall execute
ahd
deliVer to
the Trustee the Series Serie
2009
Bonds Bond in the
aggregate principal
amount
of
$2500000
The Trustee shall authenticate such Bonds Bond and
deliver them to the
purchasers purchaser
thereof
upon receipt
of
copy
duly
certified
by
the Clerk of the
Issuer
of
the ordinance
adopted
and
approved by
the Issuer
authorizing
the execution and
delivery
of the
Loan
Agreement
and this thi Indenture
and the issuance of the
Series Serie
2009
Bonds Bond
ii
copy
duly
certified
by
the
Secretary
of the
Redevelopment
Commission
of the TIF
Pledge
Resolution
iii
Executed
counterparts counterpart
of the Loan
Agreement
and Indenture
iv
The Series Serie 2009 Note in the same
principal
amount
as
the
principal
amount of the Series Serie 2009
Bonds Bond
duly
executed
by
the Borrower and
endorsed
by
the Issuer
to
the order of the
Trustee
written
request
of the Issuer to the Trustee
requesting
the Trustee to
authenticate
or cause to
be
authenticated
and deliver the Series Serie 2009
Bonds Bond in the
principal
amount of
$2500000
to the
purchaser
thereof
vi
Such other documents document
as
shall be
reasonably required
by
the
purchaser
The
proceeds proceed
of the Series Serie 2009 Bonds Bond shall be
paid
over
to the Trustee and
deposited
to
the credit of various variou
Funds Fund as hereinafter
provided
under
Section 3.1 hereof
Section 2.8 Issuance of Additional Bonds Bond No series serie of Bonds Bond in addition to the Series Serie
2009 Bonds Bond
may
be issued under this thi Indenture
Section 2.9
Mutilated Lost Stolen or Destroyed
Bonds Bond If
any
Series Serie 2009 Bond is
mutilated lost
stolen or
destroyed
the
Issuer
may
execute and the Trustee
may
authenticate
new Series Serie 2009 Bond of like
date
maturity
and denomination
as
that
mutilated lost
stolen
or
destroyed provided that
in the
case
of
any
mutilated
Series Serie
2009
Bond
such mutilated Series Serie
2009 Bond shall first be surrendered to the
Issuer
and in the case of
any
lost
stolen
or destroyed
Series Serie
2009
Bond
there shall be first furnished
to
the
Trustee evidence
of such
loss los
theft
or
destruction
satisfactory
to the
Trustee
together
with
indemnity satisfactory
to it
If
any
such Series Serie 2009 Bond shall have
matured
instead of
issuing duplicate
Series Serie
2009 Bond the Issuer
may pay
the
same without surrender
thereof provided however
that in the
case
of
lost
stolen
or
destroyed
Series Serie 2009
Bond
there shall be first furnished to the Trnstee
evidence
of such
loss los
theft or destruction
satisfactory
to
the
Trustee
together
with
indemnity
satisfactory
to
it The Trustee
may
charge
the holder
or owner
of such Series Serie 2009 Bond with
their reasonable fees fee and
expenses expense
in this thi connection
Any
Series Serie 2009 Bond issued
pursuant
to
this thi Section 2.9 shall be deemed
part
of the
original
series serie of Series Serie 2009 Bonds Bond in
respect
of
which it
was issued and an
original
additional contractual
obligation
of the Issuer
18
Section 2.10
Registration
and
Exchange
of Series Serie 2009
Bonds Bond
Persons Person Treated
as
Owners Owner The Issuer shall
cause
books book fot the
registtiOh
and for the transfer of the Series Serie 2009
Bonds Bond
as
provided
in this thi Indenture to be
kept by
the Trustee which is
hereby
constituted and
appointed
the
registrar
of the Issuer
Upon
surrender for transfer of
any
fully registered
Series Serie
2009 Bond at the
principal
office of the
Trustee duly
endorsed
by
or
accompanied by
written
instrument
or instruments instrument
of
transfer
in
form
satisfactory
to
the
Trustee and
duly
executed
by
the
registered
owner or
his
attorney duly
authorized in
writing
the Issuer shall
execute
and the
Trustee shall
authenticate and
deliver in
the name of
the
transferee or transferees transferee new
fully
registered
Series Serie 2009 Bond or Series Serie 2009 Bonds Bond of the
same
series serie and the
same
maturity
for
like
aggregate principal
amount The execution
by
the Issuer of
any
fully registered
Series Serie 2009
Bond without
coupons coupon
of
any
denomination shall constitute full and due authorization of such
denomination
and the
Trustee
shall
thereby
be authorized
to
authenticate
and deliver such
registered
Series Serie 2009 Bond The Trustee shall not be
required
to transfer or
exchange any fully
registered
Series Serie 2009 Bond
during
the
period
between the Record Date and
any
interest
payment
date of such Series Serie 2009
Bond
nor to
transfer
or
exchange
any
Series Serie 2009 Bond after
the
mailing
of
notice
calling
such Bond for
redemption
has been
made nor
during period
of
fifteen
15 days day
next
preceding mailing
of notice of
redemption
of
any
Bonds Bond
As to
any fully registered
Series Serie 2009
Bond
the
person
in
whose name
the
same shall be
registered
shall be deemed and
regarded
as the absolute
owner
thereof for all
purposes purpose
and
payment
of
principal
or
interest
thereon
shall be made
only
to or
upon
the
order of the
registered
owner
thereof
or its
legal representative
but such
registration
may
be
changed
as
hereinabove
provided
Alt such
payments payment
shall be valid and effectual
to
satisfy
and
discharge
the
liability
upon
such Bond
to
the
extent of the sum or
sums sum so
paid
End
of Article
II
19
ARTICLE III
APPLICATION OF SERIES SERIE 2009 BOND PROCEEDS PROCEED
Section 3.1
Deposit
of Funds Fund The Issuer shall
deposit
with Trustee in the
Construction
Fund all
proceeds proceed
fromthe sale of the
Series Serie
2009 Bonds Bond
End
of Article
III
20
ARTICLE IV
REVENUE AND FUNDS FUND
Section Sourcc
of
Payment
of
Bonds Bond The Bonds Bond herein authorized
and all
payments payment
to be made
by
the Issuer hereunder
are
not
general obligations obligation
of the Issuer but
are
limited
obligations obligation
payable
solely
from the Trust Estate as
authorized
by
the Act and as
provided
herein No covenant
or
agreement
contained in the Bonds Bond
or
this thi Indenture shall be deemed to
be
covenant or
agreement
of
the Issuer or
of
any
member director officer agent attorney
or
employee
of the Issuer in his or her individual
capacity
and neither the Issuer nor
any
member
director officer
agent attorney
or
employee
of the Issuer
executing
the Bonds Bond shall be liable
personally
on the Bonds Bond
or
be
subject
to
any personal liability
or
accountability by
reason
of the
issuance of the Bonds Bond
Section 4.2 Bond Fund The Trustee shall establish and
maintain
so
long
as
any
of
the Bonds Bond are
outstanding
separate
fund to be known as the Bond Fund
Money
in the Bond
Fund shall be
applied
as
provided
in this thi Section 4.2
In
addition
there shall be
deposited
in the Bond
Fund
as
and when
received
TIF
Revenues Revenue delivered to the Issuer
by
the
Redevelopment
Commission
all
payments payment
received
pursuant
to the
Notes Note
all
payments payment specified
in Section 3.2 of the Loan
Agreement
any
amount
remaining
in the Construction Fund to be transferred to the Bond Fund
pursuant
to the
Indenture
upon
completion
of the
Project
and
any
amount
remaining
in the
Construction
Fund
to
be transferred to the Bond Fund
pursuant
to the Indenture
upon
acceleration of the
maturity
of
the Series Serie 2009
Bonds Bond
all interest and other income derived from investments investment of Bond Fund
moneys money
as
provided herein
and all other
moneys money
received
by
the Trustee under and
pursuant
to
any
of the
provisions provision
of the Loan
Agreement
which
arc
required
or
which
are
accompanied by
directions direction that such
moneys money
are to be
paid
into the Bond Fund The Issuer
hereby
covenants covenant and
agrees agree
that
so
long
as
any
of the Bonds Bond issued hereunder
are
outstanding
it will
deposit
or cause
to
be
paid
to Trustee for
deposit
in the Bond Fund for its
account
sufficient
sums sum
from revenues revenue
and
receipts receipt
derived from the TIF Revenues Revenue
actually
received
by
the Issuer from the
Redevelopment Commission
the Notes Note and Loan
Agreement
promptly
to meet and
pay
the
principal
of
premium
if
any
and interest on the Bonds Bond as the
same
become due and
payable
Nothing
herein should be construed
as
requiring
Issuer to
deposit
or cause to be
paid
to
Trustee
for
deposit
in the Bond
Fund
hinds hind from
any
source
other than
receipts receipt
derived from the TIF
Revenues Revenue
Notes Note and Loan
Agreement
The Controller of the Issuer shall
immediately upon receipt deposit
the Tax Increment
into the Marion Consolidated Allocation Area Fund
as
created
by
IC
36-7-14 and transfer the
TIF Revenues Revenue to the Trustee as set forth in Section
4.4
subject
to the
parity provisions provision
of the TIF
Pledge
Resolution The Trustee is
hereby
directed
to
deposit
the TIF Revenues Revenue into
the Bond
Fund in the
manner
prescribed
in this thi Section 4.2 and in Section 4.4
Moneys Money
in the Bond Fund shall be used
by
the Trustee to
pay
interest premium
if
any
and
principal
on the Bonds Bond as
they
become due at
maturity redemption
or
upon
acceleration
The Trustee shall transmit such
funds fund to
the
Paying Agent
for
any
series serie
of Bonds Bond in
sufficient
time
to
insure that such
interest will be
paid
as it becomes become
due
21
Section 4.3 Construction Fund
The Issuer shall establish with the
Trustee
separate
fund to be
known
as
the Construction
Fund
to the credit of which the
deposits deposit
are
to be made
as
required by
Section hereof
The Issuer shall ue
$107500.00
from the
initial draw to
pay
costs cost of
issuance set forth in Exhibit which shall be
paid by
cheek
or
wire transfer at
closing
to
the entities entitie
listed
and furthermore shall
use
monies monie from the Construction Fund
to
pay
any
other
filing
expenses expense
trustees trustee
acceptance fees fee
commitment
fees fee legal fees fee printing
expenses expense
and other fees fee and
expenses expense
incurred
or
to be incurred
by
or on
behalf of the
Issuer
the Trustee and the
Paying Agent
in connection with
or as an incident to the
issuance and sale of the Series Serie 2009 Bonds Bond Execution of this thi Indenture shall be
authorization
for these
payments payment
Each
subsequent
advance shall be
paid
out from time
to time
by
the Trustee to or
upon
the order of the Borrower to
pay
additional costs cost of
issuance
or
to
pay
costs cost
of the
Project
set
forth in Exhibit hereto
upon
receipt by
the
Trustee of the written
request signed by
the Authorized
Representative
of the Borrower
stating
that the costs cost of
an
aggregate
amount set forth in such
written
request
have been made
or
incurred and
were
necessary
for the
Project
and
were made or
incurred in
accordance with the construction
contracts contract
plans plan
and
specifications specification
or
purchase
contracts contract
therefor then in effect
or
that the
amounts amount set forth in such written
request
are
for allowable Costs Cost of Construction
of the
Project
stating
that the amount
paid
or to be
paid
as set forth in such
written
request
is reasonable and
represents represent part
of the
amount
payable
for the
Costs Cost
of
Construction of the
Project
all in accordance with the cost
budget
and
that such
payment
was not
paid
in advance of the
time
if
any
fixed for
payment
and
was
made in accordance with the
terms term
of
any
contracts contract
applicable
thereto
and in accordance with usual and
customary practice
under
existing conditions condition
stating
that
no
part
of the said costs cost
was
included in
any
written
request
previously
filed with the Trustee under the
provisions provision hereof
stating
that such costs cost are
appropriate
for the
expenditure
of
proceeds proceed
of the Bonds Bond under the
Act
stating
recap
of
vendors vendor and the amount
paid
and
stating recap
of vendors vendor and the amount
paid
The Trustee shall
rely fully
on
any
such
request
delivered
pursuant
to this thi
Section and shall
not be
required
to make
any investigation
in connection therewith
The Borrower shall deliver
to
the Trustee within fifteen
15 days day
of
completion
of the
Project
in addition to the items item
required by
above
certificate
22
stating
the date that the
Project
was
completed
and
stating
that it has made such
investigation
of such sources source
of
information as are
deemed
by
it
to
be
necessary
including pertinent
records record of the
Issuer
and is of the
opinion
that the
Proj
ect has been
fully paid
for
and that no
claim or claims claim exist
against
the Borrower or Issuer or
against
the
properties propertie
of
either out of which lien based
on
furnishing
labor or material for the
Project
exists exist or
might ripen provided
however
there
may
be
excepted
from the
foregoing
statement
any
claim
or
claims claim out of which lien exists exist or
might ripen
if the Borrower intends intend to contest
such claim
or claims claim
in which event such claim
or
claims claim shall be
described
provided
further however
that it shall be stated
that
funds fund are
on
deposit
in the Construction
Fund sufficient
to
make
payment
of the
full amount which
might
in
any
event be
payable
in order to
satisfy
such
claim
or
claims claim
If
such certificate shall state that
there is claim
or
claims claim in
controversy
which create
or
might
ripen
into
lien
there shall be filed with the Issuer and the Trustee certificate
of the Borrower
when such claim
or
claims claim shall
have been
fully paid
it
after
payment
by
the Trustee of all orders order theretofore tendered to the Trustee
under the
provisions provision
of
subparagraph
of this thi Section 4.3 and after
receipt
of the statement mentioned in
subparagraph di
and
ii
of this thi Section
4.3
there shall remain
any
balance of monies monie in the
Construction
Fund
Trustee
shall transfer all monies monie then in the Construction Fund
except any
disputed
claims claim described in the
completion
certificate
required
in Section
4.3d hereof
to the
Bond Fund The
Trustee
shall
use
any
amount
transferred to the Bond Fund to
prepay
the Series Serie
2009 Bonds Bond at the earliest date
Section 4.4 TIF Revenues Revenue On
or
before each
February
and
August
commencing
February 2010
the Issuer shall transfer to the Bond
Fund
to
the extent
available
TIF
Revenues Revenue in
an
amount sufficient to
pay principal
and interest due
on
the Series Serie 2009 Bonds Bond on
such date The transfers transfer to the
Bond Fund shall
serve as
credit
against
the Borrowers Borrower
obligations obligation
under the Series Serie 2009 Note and the Loan
Agreement
with
respect
to the Series Serie 2009
Bonds Bond On each
February
and
August
the Trustee shall
notify
the Borrower in
writing
of the
amount
of the credit and the amount of
any
balance due from the Borrower on the next
payment
date
Section 4.5 Trust Funds Fund All
moneys money
and securities securitie received
by
the Trustee under
the
provisions provision
of this thi
Indenture
shall be trust funds fund under
the
terms term
hereof and shall not be
subject
to
lien
or
attachment of
any
creditor of the Issuer
or
of the Borrower Such
moneys money
shall be held
in trust
andapplied
in accordance
with the
provisions provision
of this thi Indenture
Section 46 Investment
Moneys Money
on
deposit
in the Funds Fund established
in
this thi
Article IV
hereof shall
be invested as
provided
in Section 6.8 hereof
End
of Article
IV
23
ARTICLE
REDEMPTION OF SERIES SERIE 2009 BONDS BOND BEFORE MATURITY
Section 5.1
Redemption
Dates Date and Prices Price The
principal
amount of the Series Serie 2009
Bonds Bond then
outstanding
is
subject
to
optional redemption by
the
Issuer prior
to
maturity
at the
direction
of the
Borrower
on
any
date
in whole and at face
value
plus plu
in each
case
accrued
interest to the date fixed for
redemption
and with the
following premiums premium
3%
if redeemed
on or before
February
12011
2%
if redeemed between
February
2011
and
February 2012
1% if redeemed between
February
2012
and
February 12013
0%
if
redeemed on or after
February
2013
The Series Serie 2009 Bonds Bond shall also
be
subject
to
optional
redemption by
the
Issuer
at the
direction of the
Borrower
pursuant
to Section 4.1 of the Loan
Agreement
on
any
date
if there
shall have been
deposited
with
the Trustee
sufficient funds fund
to redeem the
principal
amount of the
Series Serie 2009 Bonds Bond then
outstanding
in
whole
plus plu
accrued interest to the
redemption
date
and
with the same
premium
schedule
set
forth above
Section 5.2 Notice of
Redemption
In the case of
redemption
of Series Serie 2009 Bonds Bond
pursuant
to Section 5.1
hereof
notice of the call for
any
such
redemption identifying
the Series Serie
2009 Bonds Bond
to
be redeemed
shall be
provided
to the
registered
Owner of each Series Serie 2009 Bond
to be redeemed at the address addres shown
on
the
registration
books book
at
least ten
days day prior
to the
redemption
date Such notice of
redemption
shall
specify
the CUSIP number
if any
the
redemption date
redemption price
interest
rate maturity
date and the
name
and address addres of the
Trustee and the
Paying Agent provided however
that failure to
give
such notice
by mailing
or
any
defect
therein
with
respect
to
any
such
registered
Series Serie 2009 BOnd shall not affect the
validity
of
any proceedings proceeding
for the
redemption
of other Series Serie 2009 Bonds Bond
On and after the
redemption
date
specified
in the aforesaid
notice
such Series Serie 2009
Bonds Bond thus thu called shall not bear
interest
shall
no
longer
be
protected by
this thi Indenture and shall
not be deemed to be
outstanding
under the
provisions provision
of this thi
Indenture
and the holders holder
thereof
shall have the
right
to receive
only
the
redemption price
thereof
plus plu
accrued interest thereon to
the date fixed for
redemption
Section 5.3
Cancellation All Series Serie 2009 Bonds Bond which have been redeemed in whole
shall be canceled and cremated
or
otherwise
destroyed by
the Trustee and shall
not
be reissued
and
counterpart
of the certificate of cremation
or other destruction
evidencing
such cremation
or other destruction shall be furnished
by
the Trustee
to
the Issuer and the Borrower
Section 5.4
Redemption
Payments Payment
Prior to the date fixed for
redemption
in
whole
funds fund shall be
deposited
with Trustee to
pay
and Trustee is
hereby
authorized and directed
to
apply
such finds find to the
payment
of the Series Serie
2009 Bonds Bond or
portions portion
thereof
called together
with accrued interest thereon
to
the
redemption
date
Upon
the
giving
of
notice and the
deposit
24
of funds fund for
redemption
interest
on
the Srs Sr2OO Eonds Eond thus thu called
shall no
longer
accrue
after the date fixed for
redemption
No
payment
shall be made
by
the
Paying Agent
upon any
Series Serie 2009 Bond until such Series Serie 2009 Bond shall
have
been delivered for
payment or
cancellation or the Trustee shall have received the items item
required by
Section 2.9 hereof with
respect
to
any
mutilated lost
stolen
or
destroyed
Series Serie 2009 Bond
End
of Article
25
ARTICLE Vi
GENERAL COVENANTS COVENANT
Section 6.1
Payment
of
Principal
and Interest The Issuer covenants covenant that it will
promptly
pay
the
principal of premium
if
any
and interest on
every
Bond issued under this thi
Indenture at the
place
on
the dates date and in the
manner
provided
herein and in the Bonds Bond
according
to the true intent and
meaning
thereof The
principal
interest and
premium
if
any
on
the Bonds Bond
are
payable solely
and
only
from the issuance of
City
of
Marion
Indiana Taxable
Economic
Development
Revenue
Bonds Bond
TIP Revenues Revenue and the
payments payment
to be made
on
the
Note which
payments payment
are
hereby specifically pledged
and
assigned
to
the
payment
thereof in the
manner
and
to the extent herein
specified
and
nothing
in the Bonds Bond or in this thi Indenture should
he considered
as
pledging any
other funds fund
or
assets asset of the Issuer The
Bonds Bond
and the
interest
payable thereon
do not and shall not
represent
or constitute debt of the Issuer within the
meaning
of the
provisions provision
of the constitution
or
statutes statute
of
the
State of Indiana or
pledge
of the faith
and
credit
of the Issuer The
Bonds Bond as
to both
principal
and
interest are
not
an
obligation
or
liability
of the State of
Indiana
or
of
any
political
subdivision
or
taxing
authority thereof
but are
special
limited
obligation
of the Issuer and are
payable solely
and
only
from TIF Revenues Revenue and the
payments payment
to be made
on
the Notes Note issued under the
Loan
Agreement pledged
and
assigned
for their
payment
in
accordance
with
the indenture
Neither
the faith and credit nor the
taxing power
of the
issuer
the State of Indiana
or
any
political
subdivision
or
taxing authority
thereof is
pledged
to the
payment
of
the
principal
of
premium
if
any
or the interest on the Bonds Bond The Bonds Bond do not
grant
the
owners owner or
holders holder thereof
any
right
to have the
Issuer
the State of Indiana
or
its General
Assembly
or
any political
subdivision
or
taxing authority
of
the
State of
Indiana levy
any
taxes taxe or
appropriate
any
funds fund for the
payment
of the
principal
of
premium
if
any
or interest on
the Bonds Bond The issuer has
no
taxing power
with
respect
to the Bonds Bond No covenant
or
agreement
contained in the Bonds Bond
or
this thi
indenture shall be deemed to be covenant or
agreement
of the
Redevelopment Commission
the
Commission
the Issuer
or
of
any
member director officer
agent attorney
or
employee
of the
Redevelopment Commission
Commission
or
the
issuer
in
his or her individual
capacity
and neither the
Redevelopment
Commission Commission
the Issuer
nor
any
member director officer agent attorney
or
employee
of
the
Redevelopment Commission
Commission or the Issuer
executing
the
Bonds Bond shall be liable
personally
on
the Bonds Bond
or
be
subject
to
any
personal liability
or
accountability by
reason of the issuance of the Bonds Bond
Section 6.2 Performance of Covenants Covenant The
Issuer covenants covenant
that
it
will
faithfully
perform
at
all
times time
any
and all
covenants covenant undertakings undertaking stipulations stipulation
and
provisions provision
contained in
this thi
Indenture
in
any
and
every
Bond
executed
authenticated and delivered hereunder and in all
proceedings proceeding
of its members member
pertaining
thereto The Issuer
represents represent
that it is
duly
authorized
under the constitution and
laws law of the State of Indiana to issue the Bonds Bond authorized
hereby
and
to execute this thi
Indenture
and
to
pledge
and
assign
the Series Serie 2009
Note pledge
the TIP
Revenues Revenue and
assign
the Loan
Agreement
in the
manner
and to the extent herein set
forth
that
all action
on
its
part
for the issuance of the Bonds Bond and the execution
and
delivery
of this thi
Indenture has
been
duly
and
effectively taken
and that the Bonds Bond in the hands hand of the holders holder and
owners owner
thereof
are
and will be valid and enforceable
obligations obligation
of the
Issuer
according
to the
import
thereof
subject
to
bankruptcy insolvency reorganization
moratorium and other similar
26
laws law judicial
decisions decision and
principles principle
df
1ity relatihg
to or
affecting
creditors creditor
rights right generally
and
subject
to the valid exercise of the constitutional
powers power
of the
Issuer
the State of Indiana
and the United States State of America
Section 6.3
Ownership
Instruments Instrument of Further Assurance The Issuer
represents represent
that
at
the time
of
the
pledge
and
assignment
thereof
it will
lawftilly
own
the
Series Serie 2009
Note and
that such
pledge
and
assignment
and the
assignment
of the Loan
Agreement
to the Trustee
hereby
made will be valid and lawful The Issuer covenants covenant that it will defend the title to the
Series Serie 2009 Note and its interest in the Loan
Agreement
to the
Trustee
for the benefit of the
holders holder and owners owner of the Bonds Bond
against
the claims claim and demands demand of all
persons person
whomsoever
The Issuer covenants covenant that it will
do
execute acknowledge
and deliver
or cause
to be
done
executed acknowledged
and
delivered
such indentures indenture
supplemental
hereto and such further
acts act
instruments instrument and transfers transfer
as
the Trustee
may reasonably require
for the better
assuring
transferring mortgaging conveying
pledging assigning
and
confirming
unto
the
Trustee
the
Series Serie 2009
Note
the Loan
Agreement
and all
payments payment
thereon and thereunder
pledged hereby
to the
payment
of the
principal of premium
if
any
and interest
on
the Bonds Bond
Section 6.4
Filing
of
Indenture
Loan
Agreement
and Security Instruments Instrument The
Issuer
upon
the written direction and at the sole
expense
of the
Borrower
shall
cause
this thi
Indenture
the Loan
Agreement
and all
supplements supplement
thereto
as
well
as
such other
security
instruments instrument
financing
statements statement and all
supplements supplement
thereto and other instruments instrument as
may
be
required
from time to time to be filed in such
manner
and in such
places place
as
may
be
required by
law in
order to
fully
preserve
and
protect
the lien hereof and the
security
of the holders holder and
owners owner
of the Bonds Bond and the
rights right
of the Trustee hereunder This Thi
Section
6.4 shall
impose
no
duty
to record
or
file the instruments instrument noted above where
filing
or
recordation is not
required by
law in order
to
perfect security
interest
Continuation of
financing
statements statement
may
be
filed
without consent of the debtor
parties partie
thereto
Section 6.5
Inspection
of Books Book The Issuer covenants covenant and
agrees agree
that all books book and
documents document in its
possession relating
to
the
Project
and the
revenues revenue
derived from the
Project
shall at all times time be
open
to
inspection by
such accountants accountant
or
other
agents agent
as
the Trustee
may
from time to time
designate
Section 6.6 List of Bondholders Bondholder The
Trustee
will
keep
on
file
at
the
principal
office
of the Trustee list of
names name
and addresses addresse of the holders holder of all Bonds Bond At reasonable times time and
under reasonable
regulations regulation
established
by
the
Trustee
said list
may
be
inspected
and
copied by
the Borrower or
by
holders holder andlor
owners owner or designated representative thereof
of 25% or
more
in
principal
amount
of Bonds Bond then
outstanding
such
ownership
and the
authority
of
any
such
designated representative
to be evidenced to the satisfaction of the Trustee
Section
6.7 Rights Right Under Loan
Agreement
The Issuer
agrees agree
that the Trustee in its
name or in the name of the Issuer
may
enforce all
rights right
of the Issuer and all
obligations obligation
of the
Borrower under and
pursuant
to
the Loan
Agreement
for and
on
behalf of the
Bondholders Bondholder
whether or not the Issuer is in default hereunder
Section 6.8 Investment of Funds Fund
Moneys Money
in the Funds Fund established hereunder
may
be
invested in
Qualified
Investments Investment
to
the
extent
and in the
manner
provided
for in Section 3.8 of
27
the Loan
Agreement
The Trustee shall
not
be liable Or
tesponsible
for
any
loss los
resulting
from
any
such investment The
interest
accruing
thereon and
any
profit
realized from such
investments investment shall be
credited
and
any
loss los
resulting
from such investments investment shall be
charged
to
the fund in which the
money
was
deposited
Section 6.9
Non-presentment
of Bonds Bond If
any
Bond shall not be
presented
for
payment
when the
principal
thereof becomes become
due
either at
maturity
or
at the date fixed for
redemption thereof
or
otherwise
if
finds find sufficient to
pay any
such Bond shall have been made
available to
Paying Agent
for the benefit of the holder
or
holders holder thereof all
liability
of Issuer to
the holder thereof for the
payment
of such Bond shall forthwith
cease
determine and
be
completely discharged
and
thereupon
it shall be the
duty
of
Paying Agent
to hold such funds fund for
five
years year
without
liability
for interest
thereon
for the benefit of the holder of such
Bond
who shall thereafter be restricted
exclusively
to such
funds fund
for
any
claim of whatever nature
on
his
part
under this thi Indenture
or
on
or
with
respect to
such Bond
Any moneys money
so
deposited
with and held
by
the
Paying Agent
not so
applied
to
the
payment
of Bonds Bond within
five
years year
after the date on which the
same
shall become due shall
be
repaid by
Paying Agent
to Borrower and thereafter Bondholders Bondholder shall be entitled
to
look
only
to Borrower for
payment
and then
only
to
the
extent of the amount so
repaid
and Borrower shall
not
be liable
for
any
interest thereon and shall not be
regarded
as
trustee of such
money
Section 610 Direction of Bondholders Bondholder Whenever
any
action
direction
or consent
is
required
of the
Trustee
the
Trustee
shall
consult with the holders holder of the Bonds Bond and shall take
such
action
give
such direction
or
give
such
consent as
shall be directed
by
the
Requisite
Bondholders Bondholder
End
of Article
VI
28
ARTICLE Vii
DEFAULTS DEFAULT AND REMEDIES REMEDIE
Section 7.1 Events Event of Default Each of the
following
events event is
hereby
declared
an
event of
default
that is to
say
if
payment
of
any
amount
payable
on
the Bonds Bond shall
not
be made
when
the
same is
due and
payable
or
any
event
of default
as
defined
in Section 7.1 of the Loan
Agreement
shall occur
and be
continuing
or
the Issuer shall default in the due and
punctual
performance
of
any
other of the
covenants covenant
conditions condition
agreements agreement
and
provisions provision
contained in the Bonds Bond
or
in this thi Indenture
or
any agreement supplemental
hereof
on
the
part
of the Issuer
to be
performed
and such default
shall continue for
thirty 30 days day
afier written notice
specifying
such default and
requiring
the
same to
be
remedied shall have been
given
to the Issuer and the Borrower
by
the
Trustee
which
may give
such notice in its discretion
and shall
give
such notice at the written
request
of the
holders holder of all of
the Bonds Bond then
outstanding
hereunder or
the Issuer shall fail to
apply
collected TIP Revenues Revenue
as
required by
Article IV of
this thi Indenture
Section 7.2
Acceleration
Upon
the
happening
of
any
event of default
specified
in
Section 7.1 and the continuance of the
same
for the
period
if
any
specified
in that
Section
the
Trustee
by
notice in
writing
delivered to the Issuer and the
Borrower
shall declare the entire
unpaid principal
amount of the Bonds Bond then
outstanding
and the interest accrued
thereon
to
be
immediately
due and
payable
The
Issuers Issuer
obligation
to
pay
TIP Revenues Revenue shall not be
subject
to
acceleration
Section 7.3 Remedies Remedie
Rights Right
of Bondholders Bondholder
If an event of default
occurs occur
the Trustee
may pursue any
available
remedy
by
suit
at law or in
equity
to enforce the
payment
of the
principal
of
premium
if
any
and interest
on
the Bonds Bond then
outstanding
to
enforce
any
obligations obligation
of the Issuer
hereunder
and of the Borrower under the
Loan
Agreement
and the Notes Note
ii Upon
the
occurrence of an event of
default
and if directed
so
to do
by
the
Requisite
Bondholders Bondholder and indemnified
as
provided
in
Section 8.1
hereof
the
Trustee
shall
be
obliged
to exercise such
one or more
of the
rights right
and
powers power
conferred
by
this thi Article
as
the
Trustee
being
advised
by counsel
shall deem
most
expedient
in the
interests interest
of the
Bondholders Bondholder
iii
No
remedy by
the terms term of this thi Indenture conferred
upon
or
reserved to
the Trustee
or
to
the
Bondholders Bondholder
is
intended to be exclusive of
any
other
remedy
but
each and
every
such
remedy
shall be cumulative and
29
shall be in addition to
any
othbt
remedy given
to the Trustee
or
to the
Bondholders Bondholder hereunder
or now or
hereafter
existing
at
law
or
in
equity
or
by
statute
iv
No
delay
or omission to exercise
any
right
or
power
accruing
upon any
event
of default shall
impair
any
such
right
or
power
or
shall be contnied
to be waiver of
any
event of default or
acquiescence
therein
and
every
such
right
and
power
may
be exercised from time
to
time
as
may
be
deemed
expedient
No waiver
of
any
event of default
hereunder
whether
by
the Trustee or
by
the
Bondholders Bondholder
shall extend to
or
shall affect
any
subsequent
event of
default
or
shall
impair any rights right
or
remedies remedie
consequent
thereon
Section 7.4
Right
of Bondholders Bondholder to Direct
Proceedings Proceeding Anything
in this thi Indenture to
the
contrary notwithstanding
the holders holder of all Bonds Bond then
outstanding
shall
have the
tight
at
any
time by
an
instrument
or instruments instrument in
writing
executed and delivered to the
Trustee
to
direct the
time
the method and
place
of
conducting
all
proceedings proceeding
to be taken in connection
with the enforcement of
the terms term and
conditions condition
of this thi
Indenture
or for the
appointment
of
receiver or
any
other
proceedings proceeding
hereunder
provided
that such direction shall not be otherwise
than in accordance with the
provisions provision
of law and of this thi
Indenture
and
provided
that the Trustee
is
obligated
to
pursue
its remedies remedie under the
provisions provision
of Section 7.2 hereof before
any
other
remedies remedie
are
sought
Section 7.5
Application
of
Moneys Money
All
moneys money
received
by
the Trustee
pursuant
to
any
right given
or
action taken under the
provisions provision
of this thi Article
shall
after
payment
of the
cost and
expenses expense
of the
proceedings proceeding resulting
in the collection of such
moneys money
and of the
expenses expense
liabilities liabilitie and advances advance incuned
or
made
by
the Trustee
or
the
Issuer
be
deposited
in
the
Bond Fund and all
moneys money
in the Bond Fund shall be
applied
as follows follow
Unless Unles the
principal
of all the Bonds Bond shall have become or shall have been
declared due and
payable
all such
moneys money
shall be
applied
First To the
payment
to
the
persons person
entitled thereto of all
installments installment
of interest
then due
on
the
Bonds Bond
in the order of the
maturity
of the installments installment of such
interest
and if the
amount
available shall
not
be sufficient
to
pay
in uuill
any
particular installment
then to the
payment ratably according
to the amounts amount due
on
such
installment
to the
persons person
entitled
thereto
without
any
discriminations discrimination
or
privilege
and
Second To the
payment
to the
persons person
entitled thereto of the
unpaid principal
of
and
premium
if
any
of the Bonds Bond which shall have become due
other
than Bonds Bond called
for
redemption
for the
payment
of which
moneys money
are
held
pursuant
to the
provisions provision
of
this thi
Tndenture
in the order of their due
dates date
with interest
on
such
Bonds Bond
from the
respective
dates date
upon
which
they
become
due
and if the amount available shall not be
sufficient
to
pay
in
full Bonds Bond due
on
any
particular date together
with such
interest
then
to the
payment ratably according
to the amount of
principal
due
on
such
date
to the
persons person
entitled thereto without
any
discrimination
or
privilege
30
Third
To
the
payment
of the
balance
if
any
to
the
Borrower or its successors successor or
assigns assign
upon
the written
request
of the Borrower
or
to whomsoever
may
be
lawfully
entitled
to receive
the
same
upon
its written
request
or as
any
court of
competent
jurisdiction may
direct
except
for
any remaining
TIF Revenues Revenue which shall be
paid
to
the
Redevelopment
Commission
If the
principal
of all the Bonds Bond shall
have become
due
or
shall have been
declared due and
payable
all such
moneys money
shall be
applied
to the
ayment
of the
principal
and
interest then due and
unpaid
upon
the
Bonds Bond
without
preference
or
priority
of
principal
over
interest
or
of interest
over
any
other installment of
interest according
to the amounts amount due
respectively
for
principal
and
interest
to the
persons person
entitled thereto without
any
discrimination
or
privilege
Tf the
principal
of all the Bonds Bond shall have been declared due and
payable
and if
such declaration shall thereafter have been rescinded and annulled under the
provisions provision
of this thi
Article
then subject
to the
provisions provision
of subsection of this thi Section in the event that the
principal
of all the Bonds Bond shall later become due
or
be declared due and
payable
the
moneys money
shall be
applied
in accordance with the
provisions provision
of
subsection of this thi Section
Whenever
moneys money
are to be
applied pursuant
to the
provisions provision
of this thi
Section
such
moneys money
shall be
applied
at such
times time
and from time to
time
as
the Trustee shall
determine
having
due
regard
to
the
amount
of
such
moneys money
available for
application
and the likelihood of
additional
moneys money becoming
available for such
application
in the future Whenever the
Trustee
shall
apply
such
funds fund
it
shall fix the date
which
shall be an interest
payment
date unless unles it shall
deem another date
more
suitable
upon
which such
application
is
to
be made and
upon
such date
interest
on
the
amounts amount
of
principal
to
be
paid
on such dates date shall
cease
to accrue The Trustee
shall
give
such notice
as
it
may
deem
appropriate
of the
deposit
with it of
any
such
moneys money
and
of the
fixing
of
any
such date
and shall not be
required
to make
payment
to the holder of
any
Bond until such Bond shall be
presented
to the Trustee for
appropriate
endorsement
or
for
cancellation if
fully paid
Section 7.6
Remedies Remedie Vested In Trustee All
rights right
of action
including
the
right
to
file
proof
of
claims claim
under this thi Indenture
or
under
any
of the Bonds Bond
may
be enforced
by
the
Trustee without the
possession
of
any
of the Bonds Bond
or the
production
thereof in
any
trial or other
proceedings proceeding relating
thereto
and
any
such suit or
proceeding
instituted
by
the Trustee shall be
brought
in its
name as Trustee without
the
necessity
of
joining
as
plaintiffs plaintiff
or defendants defendant
any
holders holder of the
Bonds Bond
and
any recovery
of
judgment
shall
subject
to
the
provisions provision
of
Section
7.5
hereof
be for
the
equal
benefit of the holders holder of the
outstanding
Bonds Bond
Section 7.7
Rights Right
and Remedies Remedie of Bondholders Bondholder No holder of
any
Bond shall
have
any right
to
institute
any
suit
action or
proceeding
in
equity
or at law for the enforcement of this thi
Indenture
or for the execution of
any
trust thereof
or
for the
appointment
of receiver
or
any
other
remedy
hereunder
unless unles default has occurred of which the
Trustee
has been notified
as
provided
in
subsection of Section
8.1 or
of which
by
said subsection it is deemed
to
have
notice nor
unless unles also such
default shall have become an event of default and the holders holder of all
Bonds Bond then
outstanding
shall have made written
request
to
the
Trustee and shall have offered
reasonable
opportunity
either
to
proceed
to
exercise the
powers power
hercinbefore
granted
or to
31
institute such
action
suit
or
proceeding
in its
own
name
nor
unless unles also
they
have offered to the
Trustee
indenmity
as
provided
in
Sectioh 8.1
hereof
nOr unless unles
the
Trustee shall
thereafter fail
or
refuse to exercise the
powers power
hereinbefore
granted
or to
institute such
action
suit
or
proceeding
in
its his
or their own name or names name Such
notification
request
and offer of
indemnity
are
hereby
declared in
every
ease
at the
option
of the
Trustee to
be conditions condition
precedent
to
the
execution of the
powers power
and trusts trust of this thi
Indenture
and
to
any
action
or cause
of action for the
enforcement of this thi
Indenture
or for the
appointment
of receiver or for
any
other
remedy
hereunder
it
being
understood and intended that
no one or
more holders holder of the Bonds Bond shall have
any right
in
any
manner
whatsoever to
affect
disturb
or
prejudice
the lien of this thi Indenture
by
its
his
or
their action
or to
enforce
any
right
hereunder
except
in the
manner
herein
provided
and that all
proceedings proceeding
at law
or
in
equity
shall be
instituted
had and maintained in the
manner
herein
provided
and for the
equal
benefit of the
holders holder of
all
Bonds Bond
then
outstanding
Nothing
in this thi Indenture contained
shall however
affect
or
impair
the
right
of
any
Bondholder to
enforce the
covenants covenant of the Issuer to
pay
the
principal
of and interest on each of the Bonds Bond
issued hereunder
to the
respective
holders holder thereof at the
time place
from the source and in the
manner in said Bonds Bond
expressed
Section 7.8 Termination of
Proceedings Proceeding
In
case
the Trustee shall have
proceeded
to
enforce
any
right
under this thi Indenture
by
the
appointment
of
receiver
or
otherwise
and such
proceedings proceeding
shall have been discontinued
or
abandoned for
any
reason
or
shall have been
determined
adversely
then and in
every
such case the
Issuer
the Borrower and the Trustee shall
be restored to their fonner
positions position
and
rights right
hereunder
respectively
with
respect
to the Trust
Estate
and all
rights right
remedies remedie
and
powers power
of the Trustee shall continue as if no such
proceedings proceeding
had been taken
Section 7.9 Waivers Waiver of
Events Event
of
Default.
The
Trustee
may
in its
discretion
waive
any
event
of default hereunder
and its
consequences consequence
and rescind
any
declaration of
maturity
of
principal
of and interest
on
the
Bonds Bond
and shall do
so
upon
the written
request
of the holders holder of
all the Bonds Bond then
outstanding
in
respect
of which default in the
payment
of
principal
andlor
premium
if
any
and/or interest
exists exist or
all Bonds Bond then
outstanding
in the
case
of
any
other
default provided however
that there shall
not
be waived
any
event
of default in the
payment
of the
principal
of
any outstanding
Bonds Bond at the date of
maturity specified
therein or
any
default in the
payment
when due of the interest
on
any
such Bonds Bond unless unles
prior
to
such waiver
or
rescission
arrears arrear
of
interest
with
interest
to
the extent
permitted by law
at the rate borne
by
the Bonds Bond in
respect
of which such default shall have occurred
on
overdue installments installment of
interest
or
all
arrears arrear
of
payments payment
of
principal
and
premium
if
any
when
due
as the case
may
be
and all
expenses expense
of the Trustee in connection with such default shall have been
paid
or
provided for
and
in
case of
any
such waiver or
rescission
or in
case
any proceeding
taken
by
the
Trustee on account of
any
such default shall have been discontinued
or
abandoned
or
determined
adversely
then
and
in
every
such case the
Issuer
the Trustee and the Bondholders Bondholder shall be
restored to their former
positions position
and
rights right hereunder respectively
but
no
such waiver
or
rescission shall extend
to
any
subsequent
or other
default
or
impair
any
right
consequent
thereon
End
of Article
VII
32
ARTICLE VIII
THE TRUSTEE AND PAYING AGENT
Section 8.1
Acceptance
of the Trusts Trust The Trustee
hereby accepts accept
the trusts trust
imposed
upon
it
by
this thi
Indenture
but
only upon
the terms term set forth
herein
and
agrees agree
to
perfoim
said
trusts trust as
corporate
trustee
ordinarily
would
perform
said
trusts trust
under this thi indenture No
implied
covenants covenant
or
obligations obligation
shall be read into this thi Indenture
against
the Trustee
The Trustee
may
execute
any
of the trusts trust
or
powers power
hereof and
perform any
of its
duties dutie
by
or
if
appointed through attorneys attorney agents agent
receivers receiver
or
employees employee
but shall
not
be
answerable for the conduct of the same in accordance with the standard
specified
above
and
shall be entitled
to
advice of counsel
concerning
all
matters matter
of
trusts trust
hereof arid the duties dutie
hereunder
and
may
in all
cases case
pay
such reasonable
compensation
to all such
attorneys attorney agents agent
receivers receiver and
employees employee
as
may reasonably
be
employed
in connection with the trusts trust hereof
The Trustee
may
act
upon
the
opinion
or
advice of
any
attorney who
may
he
the
attorney
or
attorneys attorney
for the Issuer
or
the
Borrower
The Trustee shall not be
responsible
for
any
loss los
or
damage resulting
from
any
action
or
non-action in
good
faith in reliance
upon
such
opinion
or
advice
The Trustee shall
not
be
responsible
for
any
recital
herein or
in the Bonds Bond
except
in
respect
to the certificate of the Trustee endorsed on the
Bonds Bond
or for
insuring
the
property
herein
conveyed
or
collecting any
insurance
moneys money
or
for the
validity
of the execution
by
the
Issuer of this thi Indenture or of
any
supplements supplement
thereto or instruments instrument of further
assurance
or for
the
sufficiency
of the
security
for the Bonds Bond issued hereunder
or
intended to be secured
hereby
or
for the value
or
title of the
property
herein
conveyed
or
otherwise
as to
the
maintenancp
of the
security
hereof
and the Trustee shall not be bound to ascertain
or
inquire
as
to the
performance
or
observance of
any
covenants covenant
conditions condition
or
agreements agreement
on the
part
of the Issuer or on the
part
of the Borrower under the Loan
Agreement
but the Trustee
may
require
of the Issuer
or
the
Borrower full
information and advice as to the
performance
of the
covenants covenant
conditions condition and
agreements agreement
aforesaid
as
to the condition of the
property
herein
conveyed
The Trustee shall have
no
obligation
to
perform
any
of the duties dutie of the Issuer under the Loan
Agreement
and the
Trustee shall not be
responsible
or liable for
any
loss los suffered in connection with
any
investment
of funds fund made
by
it in accordance with the
provisions provision
of this thi Indenture
The Trustee shall
not
be accountable
for
the
use
of
any
Bonds Bond authenticated
by
it
or the
Paying Agent
or delivered hereunder The Trustee
may
become the
owner
of Bonds Bond
secured
hereby
with the
same
rights right
which it would have if
not Trustee
The Trustee shall be
protected
in
acting
upon any
notice
request consent
certificate order affidavit letter telegram
or other
paper
or document believed to be
genuine
and correct and to have been
signed
or
sent
by
the
proper person
or
persons person
Any
action taken
by
the Trustee
pursuant
to
this thi Indenture
upon
the
request
or
authority
or consent
of
any person
who
at the time of
making
such
request
or
giving
such
authority
or
consent is the
owner
of
any
Bond
shall be conclusive and
binding
upon
all future
owners owner of the same
Bond
and
upon
Bonds Bond issued
in
exchange
therefor or in
place
thereof
33
As to the existence or
non-existence of
any
fact
or as to
the
sufficiency
or
validity
of
any
instrument
paper
or
proceedirig
the Trustee shall be entitled to
rely upon
certificate
signed
on behalf of the Issuer or
the Borrower
by
its
duly
authorized
officers officer
as
sufficient
evidence of the facts fact therein contained and
prior
to the
occurrence
of default of which the
Trustee
has
been notified as
provided
in subsection of this thi
Section
and shall also be
at
liberty
to
accept
similar certificate to the effect that
any
particular dealing
transaction
or
action is
necessary
or
expedient
but
may
at its discretion
secure
such further evidence deemed
necessary
or
advisable
but shall
in
no ease
be
bound to secure
the
same
The
Trustee
may
accept
certificate of
the Issuer or the Borrower
under
its seal to
the effect that
an
ordinance
or resolution
in the form therein
set
forth has been
adopted by
the Issuer
or
the Borrower
as
conclusive
evidence that such ordinance or resolution has been
duly adopted
and is in full force and effect
The
permissive right
of the Trustee to do
things thing
enumerated in this thi Indenture shall
not be construed
as
duty
and the Trustee shall
not
be answerable for other than its
gross gros
negligence
or
willful
misconduct provided however
that the
provisions provision
of this thi subsection shall
not affect the duties dutie of the Trustee
hereunder
including
the
provisions provision
of Article VT hereof
The Trustee shall
not
be
required
to
take notice
or
be deemed
to
have notice of
any
event of default hereunder
other
than
payment
of the
principal
and interest on the
Bonds Bond
unless unles the Trustee shall be
specifically
notified in
writing
of such default
by
the Issuer
or
by
the
holders holder of
at
least
twenty-five
percent
25%
in
aggregate
principal
amount
of all Bonds Bond then
outstanding
and all notices notice
or
other instruments instrument
required by
this thi Indenture to be delivered to the
Trustee
must
in
order to be
effective
be delivered at the
principal
corporate
trust office of the
Trustee
and in the absence of such notice
so
delivered
the Trustee
may
conclusively
assume
there is no default
except
as
aforesaid
The Trustee shall not be
personally
liable for
any
debts debt contracted
or
for
damages damage
to
persons person
or to
personal property injured
or
damaged
or for salaries salarie or nonfulfillment of
contracts contract
during
any
period
in
which it
may
be in
possession
of
or
managing
the Trust Estate
At
any
and all reasonable times time and
upon
reasonable
prior
written
notice
the
Trustee
and its
duly
authorized
agents agent attorueys attoruey experts expert
engineers engineer
accountants accountant and
representatives representative
shall have the
right
fully
to
inspect
the Trust
Estate
and to take such memoranda
from and
in
regard
thereto
as
may
be desired
The Trustee shall
not
be
required
to
give
any
bond
or
surety
in
respect
of the
execution of the said trusts trust and
powers power
or otherwise in
respect
of the
premises premise
Notwithstanding anything
elsewhere in this thi Indenture
contained
the Trustee shall
have the
right
but shall not be
required
to
demand
in
respect
of the authentication of
any
Bonds Bond
the withdrawal of
any
cash
the release of
any property
or
any
action
whatsoever within
the
purview
of this thi
Indenture
any showings showing certificates certificate opinions opinion appraisals appraisal
or
other
information
or
corporate
action
or
evidence
thereof
in addition to that
by
the terms term hereof
required
as condition of such action
by
the
Trustee
deemed desirable for the authentication of
any
Bonds Bond
the withdrawal of
any
cash
or
the
taking
of
any
other action
by
the Trustee
34
Before
taking
any
action under this thi
Section 8.1
the
Trustee
may require
that
satisfactory indemnity
bond be frirnished for the reimbursement of all
expenses expense
to
which it
may
be
put
and to
protect
it
against
all
liability
except
liability
which is
adjudicated
to have resulted
from its
gross gros negligence
or
willful misconduct in connection with
any
action
so
taken Such
indemnity
shall survive the termination of this thi Indenture
All
moneys money
received
by
the Trustee
or
the
Paying Agent shall
until used
or
applied
or invested as herein
provided
be held in trust for the
purposes purpose
for which
they
were
received but need not be
segregated
from other funds fund
except
to the extent
required by
law
Neither the Trustee
nor
the
Paying Agent
shall be under
any
liability
for interest
on
any moneys money
received
hereunder
except
such as
may
be
agreed
upon
The Trustee shall have
no
responsibility
with
respect
to
any
information
statement
or
recital in
any
official
statement offering
memorandum
or
any
other disclosure
material
prepared
or distributed
with
respect
to the
Bonds Bond
except
for
any
information
provided
by
the
Trustee
and shall have
no
responsibility
for
compliance
with
any
state or
federal
securities securitie laws law in connection with
the Bonds Bond
If
any
event of
default
under this thi indenture shall have occurred and be
continuing
the Trustee shall exercise such of the
rights right
and
powers power
vested in it
by
this thi Indenture and shall
use
the
same
degree
of
care as
prudent
man
would exercise
or use
in the circumstances circumstance in the
conduct of his own affairs affair
Section 8.2
Fees Fee Charges Charge
and
Expenses Expense of Trustee and
Paying Agent
The Trustee
and
Paying Agent
shall be entitled to
payment
and/or reimbursement for reasonable fees fee for its
services service rendered hereunder and all
advances advance
counsel fees fee and other
expenses expense
reasonably
and
necessarily
made
or
incurred
by
the
Trustee or
Paying Agent
in
connection with such services service
Upon
an event of
default
but
only
upon
an event of
default
the Trustee shall have
right
of
payment prior
to
payment
on
account of interest
or
principal of
or
premium
if
any
on
any
Bond
for the
foregoing advances advance fees fee
costs cost and
expenses expense
incurred
Section 8.3 Notice to Bondholders Bondholder if Default Occurs Occur If
an event
of default
occurs occur
of
which the Trustee is
by
subsection of
Section 8.1 hereof
required
to take notice or if notice of
an event of default be
given
as in said subsection
provided
then the Trustee shall
give
written
notice thereof
by registered
or
certified mail to the last known holders holder of all Bonds Bond then
outstanding
shown
by
the list of Bondholders Bondholder
required by
the terms term of this thi Indenture to be
kept
at
the office of the Trustee
Section 8.4 Intervention by Trustee In
any
judicial
proceeding
to which the Issuer is
party
and which in the
opinion
of the Trustee and its counsel has substantial
bearing
on
the
interests interest of holders holder of the
Bonds Bond
the
Trustee
may
intervene on behalf of Bondholders Bondholder
and
subject
to the
provisions provision
of Section
8.11
shall do
so
if
requested
in
writing by
the
owners owner
of
at
least
twenty-five percent 25%
in
aggregate
principal
amount of all Bonds Bond then
outstanding
The
rights right
and
obligations obligation
of the Trustee under this thi Section
are
subject
to the
approval
of court
of
competent jurisdiction
35
Section 8.5 Successor Trustee
Any corporation
or
association into which the Trustee
may
be converted
or
merged
or
with hieh it
ma9
be
consolidated
or
to which it
may
sell
or
transfer its
corporate
trust business busines and assets asset
as
whole or
substantially
as
whole or
any
corporation
or
association
resulting
from
any
such
conversion
sale
merger
consolidation
or
transfer
to which it is
party ipso
facto
shall be and become successor Trustee hereunder and
vested with all of the title
to
the whole
property
or trust estate
and all the
trusts trust
powers power
discretions discretion immunities immunitie
privileges privilege
and all other matters matter
as was
its
predecessor
without the
execution
or
filing
of
any
instrument
or
any
further
act
deed or
conveyance
on
the
part
of
any
of
the
parties partie hereto
anything
herein to the
contrary notwithstanding
Section 8.6
Resignation by
the Trustee The Trustee and
any
successor
Trustee
may
at
any
time
resign
from the
trusts trust
hereby
created
by giving thirty days day
written notice
to the Issuer
and the Borrower and
by registered
or certified mail to each
registered
owner of Bonds Bond then
outstanding
and to each holder of Bonds Bond
as
shown
by
the list of Bondholders Bondholder
required by
this thi
Indenture
to
be
kept
at the office of the
Trustee
and such
resignation
shall take effect at the end
of such
thirty 30 days day
or
upon
the earlier
appointment
of
successor Trustee
by
the
Bondholders Bondholder or
by
the Issuer Such notice to the Issuer and the Borrower
may
be served
personally
or
sent
by registered
or
certified mail
Section 8.7 Removal of the
Trustee
The
Trustee
may
be removed
at
any
time
by
an
instrument
or concurrent instruments instrument in
writing
delivered to the Trustee and to the Issuer and
signed by
all the Bondholders Bondholder
Section 8.8
Appointment
of Successor Trustee
by
the
Bondholders Bondholder
Temporary
Trustee In case the Trustee hereunder shall
resign
or
be
removed or
be
dissolved or
shall be in
course
of dissolution
or
liquidation
or
otherwise become
incapable
of
acting hereunder
or in
case it shall be taken under control of
any public
officer
or officers officer or
of receiver
appointed by
court successor
may
be
appointed by
the
owners owner
of
majority
in
aggregate
principal
amount
of Bonds Bond then
outstanding by
an instrument or concurrent instruments instrument in
writing signed by
such
owners owner
or
by
their
attorneys-in-fact duly authorized provided nevertheless nevertheles
that in
case
of such
vacancy
the
Issuer by
an instrument executed
by one
of its
duly
authorized
officers officer
may
appoint temporary
Trustee to fill such
vacancy
until
successor
Trustee shall be
appointed by
the Bondholders Bondholder in the
maimer
above
provided
and
any
such
temporary
Trustee
so
appointed by
the Issuer shall
immediately
and without further act be
superseded by
the Trustee
so
appointed
by
such Bondholders Bondholder
Every
such
Trustee
appointed pursuant
to the
provisions provision
of this thi Section
shall be trust
company
or
bank
having reported capital
and
surplus surplu
of not less les than One
Hundred Million Dollars Dollar
$100000000
if there be such
an
institution
willing qualified
and able
to
accept
the trust
upon
reasonable
or
customary
terms term
Section
8.9
Concerning
Any Successor Trustees Trustee
Every successor
Trustee
appointed
hereunder shall
execute
acknowledge
and deliver to its
predecessor
and also to the Issuer and the
Borrower
an
instrument in
writing accepting
such
appointment hereunder
and
thereupon
such
successor
without
any
further
act
deed or
conveyance
shall become
fully
vested with all the
estates estate properties propertie rights right powers power trusts trust
duties dutie and
obligations obligation
of its
predecessor
but such
predecessor shall nevertheless nevertheles
on the written
request
of the
Issuer
or of its
successor
execute
and deliver
an
instrument
transferring
to such
successor
Trustee all the
estates estate properties propertie rights right
powers power
and
trusts trust of such
predecessor hereunder
and
every predecessor
Trustee shall
deliver
all
36
securities securitie and
moneys money
held
by
it
as
Trustee hereunder
to
its
successor
Should
any
instrument in
writing
from the
Issuer
be
required by ah
successor Ttutee for more
fully
and
certainly vesting
in such
successor
the
estate rights right powers power
and duties dutie
hereby
vested
or
intended
to
be vested in
the
predecessor
any
and all
such
instruments instrument in
writing shall
on
request
be
executed
acknowledged
and delivered
by
the Issuer The
resignation
of
any
Trustee and the instrument
or
instruments instrument
removing
any
Trustee and
appointing
successor
hereunder
together
with all other
instruments instrument
provided
for in this thi Article shall be filed
by
the
successor Trustee
in each
office
if
any
where the Indenture shall have been filed
Section
8.10
Trustee Protected in
Relying
Upon Resolutions Resolution
etc
Subject
to
the
conditions condition contained
herein
the
resolutions resolution ordinances ordinance
opinions opinion
certificates certificate
and other
instruments instrument
provided
for in this thi
Indenture
may
be
accepted by
the Trustee
as
conclusive evidence
of the facts fact and conclusions conclusion stated therein and shall be full
warrant protection
and
authority
to
the Trustee for the release of
property
and
the withdrawal of cash hereunder
Section 8.11
Appointment of
Paying ARent
and
Registrar Resignation or
Removal of
Paying
Agpp
The Controller is
hereby appointed Paying Agent
under this thi
Indenture
Any
Paying Agent may
at
any
time
resign
and be
discharged
of the duties dutie and
obligations obligation
created
by
this thi instrument and
any
supplemental
indenture
by
giving
at least 60
days day
written notice to the
Issuer
the
Borrower and the Trustee
Any Paying Agent
may
be removed
at
any
time
by
an
instrument
filed with such
Paying Agent
and the Trustee and
signed by
the Issuer and the
Borrower
Any
successor
Paying Agent
shall be
appointed by
the Issuer
at
the direction
of the
Borrower and shall be
trust
company
or bank
duly organized
under the laws law of
any
state of the
United
States State or national
banking association
in each
case
having capital
stock and
surplus surplu
aggregating
at
least
$100000000
willing
and able to
accept
the office
on reasonable
and
customary
terms term and authorized
by
law
to
perform
all
the
duties dutie
imposed
upon
it
by
this thi
Indenture
In the event of the
resignation
or removal
of
any Paying Agent
such
Paying Agent
shall
pay
over assign
and deliver
any moneys money
or
securities securitie held
by
it
as
Paying Agent
to its
successors successor
or
if there if
no
successor
to
the
Trustee
End
of Article
VIII
37
ARTICLE IX
SUPPLEMENTAL
INDENTURES INDENTURE
Section 9.1
Supplemental
Indentures Indenture Not
Requiring
Consent of Bondholders Bondholder The
Issuer and the Trustee
may
without the consent
of
or notice
to
any
of the
Bondholders Bondholder
enter
into
an
indenture
or
indentures indenture
supplemental
to this thi
Indenture
as
shall
not
be inconsistent with
the terms term and
provisions provision
hereof
for
any
one or more
of the
following purposes purpose
To
cure
any ambiguity
or
formal defect
or
omission in this thi
Indenture
To
grant
to
or
confer
upon
the Trustee for the benefit of the Bondholders Bondholder
any
additional
rights right remedies remedie
powers power
or
authority
that
may
lawfully
be
granted
to or
conferred
upon
the Bondholders Bondholder or the Trustee
or
any
of
them
To
subject
to this thi Indenture additional
security revenues revenue properties propertie
or
collateral
or
To make
any
other
change
in this thi Indenture
which
in the
judgment
of the
Trustee
is not to the material
prejudice
of the
Trustee
the
Borrower
the Issuer
or
the holders holder of the
Bonds Bond
or
To
modify
amend
or
supplement
the Indenture in such
manner as
required
to
permit
the
qualification
thereof under the Trust Indenture Act of
1939
as
amended
or
any
similar Federal statute hereafter in
effect and
if
they
so determine
to add to the Indenture such
other
terms term
conditions condition and
provisions provision
as
may
be
required by
said Trust Indenture
Act of
1939
as
amended
or similar federal statute
Section 9.2
Supplemental
Indentures Indenture
Requiring
Consent of Bondholders Bondholder Exclusive of
supplemental
indentures indenture covered
by
Section 9.1
hereof
and
subject
to
the
terms term
and
provisions provision
contained in this thi
Section
and not
otherwise
the
Requisite
Bondholders Bondholder shall have the
right
from
time to
time anything
contained in this thi Indenture
to
the
contrary notwithstanding
to consent to
and
approve
the execution
by
the Issuer and the Trustee of such other indenture or indentures indenture
supplemental
hereto
as
shall be deemed
necessary
and desirable
by
the Issuer for the
purpose
of
modifying altering amending adding
to or
rescinding
in
any particular any
of the terms term
or
provisions provision
contained in this thi Indenture
or
in
any supplemental indenture provided however
that
nothing
in this thi section contained
shall
permit
or be construed as
permitting except
as otherwise
permitted
in this thi
Indenture
an
extension of the stated
maturity
or
reduction in the
principal
amount
of
or reduction in the rate or extension of the time of
paying
of interest
on
or
reduction
of
any premium payable
on
the
redemption of
any
Bonds Bond
without the
consent
of the holder of
such
Bond
or reduction in the amount
or
extension of the time of
any payment required by
any
sinking
fund
applicable
to
any
Bonds Bond without the
consent
of the
holders holder of
all the
Bonds Bond
which would be affected
hy
the action to be
taken
or the creation of
any
lien
prior
to
or on
parity
with the lien of this thi Indenture without the
consent
of the holders holder of all the Bonds Bond
at
the
time
outstanding
or reduction in the aforesaid
aggregate
principal
amount of Bonds Bond the
holders holder of which are
required
to consent to
any
such
supplemental
indenture
without the consent
of the holders holder of all the Bonds Bond at the time
outstanding
which would be affected
by
the action to
38
be
taken
or
modification of the
rights right
duties dutie
or
immunities immunitie of the
Trustee
without the
written consent of the
Trustee
or
privilege
or
priority
of
any
Bond
over
any
other
Bonds Bond or
derivation of the
Owners Owner
of
any
Series Serie
2009 Bonds Bond then
Outstanding
of the lien
thereby
created
Anything
herein to the
contrary notwithstanding supplemental
indenture under this thi
Article which
affects affect
any
rights right
of
the
Borrower
shall
not become
effective
unless unles and until
the
Borrower shall have consented in
writing
to
the execution and
delivery
of such
supplemental
indenture this thi
regard
the Trustee shall cause notice of the
proposed
execution and
delivery
of
any
such
supplemental
indenture
together
with
copy
of the
proposed supplemental
indenture
to
be mailed
by
certified
or
registered
mail
to
the
Borrower at least
fifteen
15 days day prior
to
the
proposed
date of execution and
delivery
of
any
such
supplemental
indenture
End
of Article
IX
39
ARTICLE
AMENDMENTS AMENDMENT TO THE LOAN AGREEMENT
Section 10.1
Amendments Amendment etc
to Loan
Agreement
Not
Requiring
Consent of
Bondholders Bondholder The Issuer and the Trustee with the
consent
of the
Borrower
shall
without the
consent of or notice to the
Bondholders Bondholder
consent to
any
amendment
change
or
modification of
the Loan
Agreement
as
may
be
required by
the
provisions provision
of the Loan
Agreement
and this thi
Indenture
including particularly
amendments amendment to the Loan
Agreement relating
to the issuance of
Additional
Notes Note
or
ii
for the
purpose
of
curing
any
ambiguity
or formal defect or
omission
or
iii
in connection with
any
other
change
therein
which
in the
judgment
of the
Trustee
is not to
the
prejudice
of the
Trustee
the
issuer or
the holders holder of the Bonds Bond
Section 10.2
Amendments Amendment
etc
to
Loan
Agreement Requiring
Consent
of Bondholders Bondholder
Except
for the
amendments amendment changes change
or modifications modification
as
provided
in Section 10.1
hereof
neither
the Issuer
nor
the Trustee shall consent
to
any
other
amendment
change
or
modification of the
Loan
Agreement
without the written
approval
or consent of the
Requisite
Bondholders Bondholder
given
and
procured
as
in Section 9.2
provided
Section 10.3 No Amendment
May
Alter
Notes Note
Under
no
circumstances circumstance shall
any
amendment to the Loan
Agreement
alter the Notes Note or the
payments payment
of
principal
and interest
thereon
without the consent of the holders holder of all the Bonds Bond
at
the time
outstanding
End
of Article
40
ARTICLE Xl
MISCELLANEOUS MISCELLANEOU
Section 11.1 Satisfaction and
Discharge
All
rights right
and
obligations obligation
of the Issuer and
the
Borrower under the Loan
Agreement
the Notes Note and this thi Indenture shall
terminate
and such
instruments instrument shall
cease to
be of further
effect
and the Trustee shall cancel the Notes Note and deliver
them to the
Borrower
shall execute and deliver all
appropriate
instruments instrument
evidencing
and
acknowledging
the satisfaction of this thi
Indenture
and
shall
assign
and deliver
to
the
Borrower
any moneys money
and investments investment in all Funds Fund established hereunder
except
moneys money
or
investments investment
held
by
the
Trustee
for the
payment
of
principal of
interest
on
or
premium
if
any
on
the Bonds Bond
and under Section 11.13 when
all fees fee and
expenses expense
of the Trustee and the
Paying Agent
shall have been
paid
the Issuer and the Borrower shall have
performed
all of their covenants covenant and
promises promise
in the Loan
Agreement
the Notes Note and in this thi
Indenture
and
all Bonds Bond theretofore authenticated and delivered have become due and
payable
or
ii
are
to be retired
or
called for
redemption
under
arrangements arrangement satisfactory
to the
Trustee for the
giving
of notice of
redemption by
the
Trustee at
the
expense
of the
Borrower
or
iii
have been delivered
to the Trustee canceled or for
cancellation and
in the case of and
ii
above
there shall have been
deposited
with the Trustee either cash in
an
amount which
shall
be
sufficient
or investments investment
but
only
to the extent that the frill faith and credit of the United States State
of America
are
pledged
to the
timely payment thereof
the
principal
of and the interest
on
which
when due will
provide
moneys money
which together
with
the
moneys money
if
any deposited
with
the
Trustee
shall be
sufficient
to
pay
when due the
principal
or
redemption price
if
applicable
and
interest due and to become due on the Bonds Bond and
prior
to the
redemption
date or
maturity
date
thereof as
the
case
may
be
Provided however none
of the Bonds Bond
may
be advance refunded if such advance
refunding
is
not
permitted by
the laws law of Indiana
Section
11.2
Defeasance of Bonds Bond
Any
Bond
shall be
deemed
to be
paid
and
no
longer Outstanding
within the
meaning
of this thi Article and for all
purposes purpose
of this thi Indenture when
payment
of
the
principal
and interest of
and
premium
if
any
on such Bond
either
shall
have been made
or
caused to be made in accordance with the terms term
thereof or
ii
shall have
been
provided
for
by irrevocably depositing
with the
Trustee
in
trust and
irrevocably
set aside
exclusively
for such
payment moneys money
sufficient to make such
payment
or
Goverumental
Obligations Obligation maturing
as to
principal
and interest in such amounts amount and at such times time as will insure
the
availability
of sufficient
moneys money
to make such
payment
and all
necessary
and
proper
fees fee compensation
indemnities indemnitie and
expenses expense
of the Trustee and the Issuer
pertaining
to the
Bonds Bond with
respect
to which such
deposit
is made shall have been
paid
or
the
payment
thereof
provided
for
At such time as Bond shall be deemed to be
paid hereunder
as
aforesaid
such
Bond
shall no
longer
be secured
by or
entitled to the benefits benefit of this thi
Indenture
except
for the
purposes purpose
of
any
such
payment
from such
moneys money
or Goverumental
Obligations Obligation
41
Notwithstanding
the
foregoing
no
deposit
under clause
aii
of the
immediately
preceding paragraph
shall be deemed
p thent
of such Bonds Bond
as
aforesaid until
proper
notice
of
redemption
of such Bonds Bond shall
have
been
previously
given
in accordance with Section 5.2 of
this thi
Indenture or
if the Bonds Bond
are
not
by
their
tenns tenn
subject
to
redemption
within the
next
succeeding sixty 60 days day
until the Borrower shall have
given
the Trustee in form
satisfactory
to the Trustee irrevocable instructions instruction
to
notify
as soon as
practicable
the Owners Owner of the
Bonds Bond
that the
deposit required by
the
preceding paragraph
has been made with the Trustee and that the
Bonds Bond
are
deemed to have been
paid
in accordance with this thi Section 11.2 and
stating
the
maturity
or
redemption
date
upon
which
moneys money
are to be available for the
payment
of the
principal
of and
the
applicable redemption premium
if
any
on
said
Bonds Bond plus plu
interest thereon
to the due date
thereof
or the
maturity
of such Bonds Bond
All
moneys money
so
deposited
with the Trustee
as
provided
in this thi Section 11.2
may
also be
invested and
reinvested at
the written direction of the
Borrower
in
Governmental
Obligations Obligation
maturing
in the
amounts amount
and
at the
times time
as hereinbefore set
forth
and all income from all
Governmental
Obligations Obligation
in the hands hand of the Trustee
pursuant
to this thi Section 11.2 which is
not
required
for the
payment
of
principal
of the Bonds Bond and interest and
premium
if
any
thereon with
respect
to which such
moneys money
shall have been
so
deposited
shall be
deposited
in the Bond Fund
as
and when realized and collected for
use and
application
as are other
moneys money
deposited
in the
Bond Fund
Notwithstanding
any
provision
of
any
other Article of this thi Indenture which
may
be
contrary
to
the
provisions provision
of
this thi Section
11.2
all
moneys money
or Governmental
Obligations Obligation
set aside
and held in trust
pursuant
to the
provisions provision
of this thi Section 11.2 for the
payment
of Bonds Bond
including
premium
thereon
if
any
shall be
applied
to and used
solely
for the
payment
of the
particular
Bonds Bond
including
the
premium thereon
if
any
with
respect
to which such
moneys money
or
Governmental
Obligations Obligation
have been
so
set aside in trust
Anything
in Article hereof to the
contrary notwithstanding
if
moneys money
or
Governmental
obligations obligation
have been
deposited
or
set aside with the Trustee
pursuant
to
this thi Section 11.2 for the
payment
of
Bonds Bond and such Bonds Bond shall not have in fact been
actually
paid
in
full
no
amendment to the
provisions provision
of this thi Section 11.2 shall be made
without
the
consent
of the Owner
of each
Bond affected
thereby
The
right
to
register
the transfer of
or
to
exchange
Bonds Bond shall survive the
discharge
of
this thi Indenture
Section 11.3 Cancellation of Series Serie 2009 Bonds Bond If the Owner of
any
Series Serie 2009
Bonds Bond
presents present
that Bond to the Trustee with
an
instrument
satisfactory
to
the Trustee
waiving
all claims claim for
payment
of that
Bond
the
Trustee shall
cancel that
Series Serie 2009 Bond and the
Bondholder shall have
no
further claim
against
the Trust
Estate
the
County
or
the Borrower with
respect
to that Series Serie 2009 Bond
Section 11.4
Application
of Trust
Money
All
money
or investments investment
deposited
with
or
held
by
the
Trustee
pursuant
to Section 11.1 shall be held in trust for the holders holder of the
Bonds Bond
and
applied by
it
in accordance with the
provisions provision
of the Bonds Bond and this thi
Indenture
to
the
payment
either
directly
or
through
the
Paying Agent
to
the
persons person
entitled
thereto
of the
42
principal
and
prenium
if
any
and interest for whose
payment
such
money
has been
deposited
with the
Trustee
but such
money
or
dbligafions dbligafion
need not be
segregated
from other
funds fund
except
to the extent
required by
law
Section 11.5
Consents Consent etc
of Bondholders Bondholder
Any consent request
direction
approval
objection
or other instrument
required by
this thi Indenture to be
executed
by
the Bondholders Bondholder
may
be in
any
number of concurrent
writings writing
of similar tenor and
may
be executed
by
such
Bondholders Bondholder in
person
or
by
agent appointed
in
writing Provided however
that wherever this thi
Indenture
or
the Loan
Agreement requires require
that
any
such
consent or
other action be taken
by
the
holders holder
of
specified percentage
fraction or
majority
of the Bonds Bond
outstanding any
such Bonds Bond
held
by
or
for the
account
of the
following
persons person
shall
not
be deemed
to
be
outstanding
hereunder for the
purpose
of
determining
whether such
requirement
has been met the
Issuer
any
of its
members member
the
Borrower or
the
directors director
trustees trustee
officers officer
or
members member of the Borrower
For all other
purposes purpose
Bonds Bond held
by
or
for the
account
of such
person
shall be deemed
to
be
outstanding
hereunder Proof of the execution of
any
such
consent
request
direction
approval
obj
ection
or
other instrument
or
of the
writing appointing
any
such
agent
and of the
ownership
of
Bonds Bond
if made in the
following manner
shall be sufficient for
any
of the
purposes purpose
of this thi
Indenture
and shall be conclusive in favor of the Trustee with
regard
to
any
action taken under
such
request
or
other
instrument namely
The fact and date of the execution
by
any person
of
any
such
writing
may
be
proved by
the certificate of
any
officer in
any
jurisdiction
who
by
law has
power
to take
acknowledgments acknowledgment
within such
jurisdiction
that the
person
signing
such
writing acknowledged
before him the execution
thereof or
by
affidavit of
any
witness witnes
to
such execution
The fact of the
holding by
any person
of Bonds Bond
transferable
by delivery
and the
amounts amount and numbers number of such
Bonds Bond
and the date of the
holding
of the
same may
be
proved by
certificate executed
by
any
bank
or
bankers banker
wherever
situated stating
that
at
the date
thereof
the
party
named therein did exhibit to an officer of such bank or to such
banker
as the
property
of such
party
the Bonds Bond therein mentioned if such certificate shall be deemed
by
the
Trustee to
be
satisfactory
The Trustee
may
in
its
discretion
require
evidence that such Bonds Bond have been
deposited
with bank
or bankers banker
before
taking any
action based
on
such
ownership
In lieu of
the
foregoing
the Trustee
may
accept
other
proofs proof
of the
foregoing
as
it shall deem
appropriate
For
all
purposes purpose
of this thi Indenture and of the
proceedings proceeding
for the enforcement hereof such
person
shall be deemed to continue
to
be the holder of such Bond until the
Trustee shall have
received
notice in
writing
to the
contrary
Section 11 .6 Limitation of
Rights Right
With the
exception
of
rights right
herein
expressly
conferred nothing expressed
or
mentioned in
or to be
implied
from this thi
Indenture or
the Bonds Bond
is intended
or
shall be construed to
give
to
any person
other than the
parties partie hereto
and the
Borrower
and the holders holder of the
Bonds Bond
any
legal
or
equitable
right remedy or
claim under
or
in
respect
to this thi Indenture
or
any
covenants covenant
conditions condition and
provisions provision
herein
contained
this thi
Indenture and all of the
covenants covenant
conditions condition and
provisions provision
hereof
being
intended to be and
being
for the sole and exclusive benefit of the
parties partie
hereto and the Borrower and the
holders holder
of
the Bonds Bond
as
herein
provided
43
Section 11.7 Severability
If
any
provision
of this thi Indenture shall be held or deemed to
be
or shall
in
fact
be
inoperative
or
huinfOrceabl as
applied
in
any particular
case
in
any
jurisdiction or jurisdictions jurisdiction or
in all
jurisdictions jurisdiction
or in all cases case because it conflicts conflict with
any
other
provision
or
provisions provision
hereof
or
any
constitution
or statute or
rule of
public policy
or
for
any
other
reason
such circumstances circumstance shall not have the effect of
rendering
the
provision
in
question inoperative
or
unenforceable in
any
other
case or
circumstance
or
of
rendering
any
other
provision
or
provisions provision
herein contained
invalid
inoperative
or
unenforceable to
any
extent
whatever
The
invalidity
of
any
one or more
phrases phrase
sentences sentence
clauses clause or Sections Section in this thi Indenture
contained
shall not affect the
remaining portions portion
of this thi
Indenture
or
any
part
thereof
Section 11.8 Notices Notice All
notices notice demands demand
certificates certificate
or
other communications communication
hereunder
shall be
sufficiently given
and shall be deemed
given
when mailed
by registered
or
certified
mail
postage prepaid
with
proper
address addres
as
indicated below The
Issuer
the
Borrower
and the
Trustee
may
by
written notice
given by
each
to
the
others other designate
any
address addres or addresses addresse to which
notices notice demands demand
certificates certificate
or
other communications communication to them
shall be
sent
when
required
as
contemplated by
this thi
Indenture
Until
otherwise
provided by
the
respective parties partie
all
notices notice demands demand
certificates certificate and communications communication to each of them shall be
addressed
as
provided
in Section 9.4 of the Loan
Agreement
Section 11.9
Counterparts Counterpart
This Thi Indenture
may
be
simultaneously
executed in several
counterparts counterpart
each of which shall be an
original
and all of which shall constitute but
one
and the
same
instrument
Section 11.10
Applicable
Law This Thi Indenture shall be
governed exclusively by
the
applicable
laws law of the
State
of Indiana
Section 11.11
Immunity
of Officers Officer and Directors Director No recourse shall be had for the
payment
of the
principal
of
or
premium
or
interest
on
any
of the Bonds Bond
or
for
any
claim based
thereon
or
upon any
obligation
covenant or
agreement
in this thi Indenture contained
against
any
past present
or
future
members member officer directors director
agents agent attorneys attorney
or
employees employee
of the
Issuer
or
any incorporator member officer
director
agents agent attorneys attorney employees employee
or
trustee of
any
successor
corporation
as
such
either
directly
or
through
the Issuer or
any
successor
corporation
under
any
rule of law
or
equity
statute or constitution or
by
the
enforcement
of
any
assessment
or
penalty
or
otherwise
and all such
liability
of
any
such
incorporator
members member officers officer
directors director
agents agent attorneys attorney employees employee
or trustees trustee as
such is
hereby expressly
waived and
released
as
condition of and consideration for the execution of this thi Indenture and issuance of
such Bonds Bond
Section 11.12
Holidays Holiday
If
any
date for the
payment
of
principal
or
interest
on
the Bonds Bond
is not business busines
day
then such
payment
shall be due
on
the first business busines
day
thereafter
End
of Article
XI
44
IN WITNESS WITNES
WHEREOF
the
City
of
Marion Indiana
has
caused
these
presents present
to
be
signed
in its
name
and behalf
by
its
Mayor
and its
corporate
seal to be hereunto affixed and
attested
by
its
Clerk
and to evidence its
acceptance
of the trusts trust
hereby
created
First Farmers Farmer
Bank
Trust
in
Converse Indiana
has caused these
presents present
to
be
signed
in its
name
and
behalf
by
its official seal to be hereunto
affixed
and
the same to be
attested
by
its
duly
authorized
officers officer
all
as
of the
day
and
year
first above written
CITY OF
MARION
INDIANA
By___
SEAL
Attest
Clerk
45
FIRST
FARMERS FARMER BANK
TRUST
as
Trustee
Printed Signature
46
EXHIBIT
DESCRIPTION OF PROJECT
The
Project
consists consist of
renovating
the former YMCA
building
in the
City
of
Marion
including
site
development
for
recreational
retail and
temporary living uses use
which
building
is
located in the
Marion Consolidated
Allocation Area
previously
created
by
the
City
of Marion
Redevelopment
Commission in the
City
A-I
EXHIBIT
COSTS COST OF ISSUANCE
Barnes Barne
Thornburg
LLPBond Counsel
$35000.00
Spitzer
Herrimen
Stephenson
Holderead
Musser
Conner
LLPIssuers LLPIssuer Counsel
10000.00
Kiley
Harker
CertainEDCCounsel
10000.00
London Witte
GroupFinancial
Advisor
25000.00
First
Farmers Farmer Bank TrustBond
Purchaser
25000.00
First Farmers Farmer Bank TrustTrustee
2500.00
TOTAL
$107SOftOO
INOSGI BDD 1159237v3
B-I
STATE
OF INDIANA COUNTY
OF GRANT
CITY OF
MARION
INDIANA
TAXABLE ECONOMIC DEVELOPMENT REVENUE
BOND
SERIES SERIE
2009
GLOBAL
INVESTMENT
CONSULTING
INC
PROJECT
INTEREST
MATURITY ORIGINAL AUTHENTICATION
RATE DATES DATE
DATE DATE
As
set
forth in As
set
forth
on
December
17
2009 December
17
2009
Exhibit Exhibit
REGISTERED OWNER FIRST FARMERS FARMER
BANK TRUST
PRINCIPAL AMOUNT TWO MILLION FIVE HUNDRED THOUSAND DOLLARS DOLLAR
$2500000
The
City
of Marion Indiana
Issuer municipal corporation
duly organized
and
existing
under the laws law
of the State of
Indiana
for value
received hereby promises promise
to
pay
in lawful
money
of the United States State of America
to the
Registered
Owner listed
above
but
solely
from the issuance of
City
of Marion Indiana
Taxable Economic
Development
Revenue Bonds Bond
as
well as the
payments payment
on the Series Serie 2009 Note and
TIF Revenues Revenue hereinafter
referred to
assigned
for the
payment
hereof
the
Principal
Amount set forth above on the
Maturity
Dates Date set
forth in
Exhibit
hereto
unless unles this thi Series Serie 2009 Bond shall have
previously
been called for
redemption
and
payment
of the
redemption price
made
or
provided
for
or
unless unles
payments payment
shall be accelerated
as provided
in the
Indenture
and to
pay
interest on the
unpaid principal
amount hereof in
like
money
but
solely
from thoe
payments payment
at
the Interest
Rate
specified
in Exhibit
per
annum
payable
on
February 2010
and on each
February
and
August
thereafter
Interest Payment
Dates Date
until the
Principal
Amount is
paid
in full Interest on this thi Series Serie 2009 Bond shall be
payable
from
the
Interest
Payment
Date
next
preceding
the date of authentication thereof
Interest Date
except
that if this thi
Series Serie 2009
Bond is authenticated
on or
prior
to
January
15 2010
the Interest Date shall be the
Original
Issue
Date
specified
above
ii
if this thi Series Serie 2009 Bond is authenticated
on or
after the fifteenth
day
of the
calendar
month
preceding
an Interest
Payment
Date
Record Date
the Interest Date shall be such Interest
Payment Date
and
iii
if interest on this thi Series Serie 2009 Bond is in
default
the Interest Date shall be the
day
after the
date
to
which interest hereon has been
paid
in full
The
principal
and
premium
if
any
of this thi Series Serie 2009 Bond
are
payable
at the office of First Farmers Farmer Bank
Trust
as
Trustee
in the
City
of
Converse Indiana
or at
the
principal
office of
any
successor trustee or
paying
agent
or
if
payment
is made to
depository by
wire transfer of
immediately
available
funds fund
on
the
payment
date
All
payments payment
of interest hereon will be made
by
the Trustee
by
check mailed one business busines
day prior
to each Interest
Payment
Date
to
the
Registered
Owner hereof at the address addres shown on the
registration
books book of the Trustee
as
maintained
by
the
Trustee as
registrar
determined
on
the Record Date
next
preceding
such Interest
Payment
Date
or
if
payment
is made to
depository by
wire transfer of
immediately
available funds fund on the Interest
Payment
Date
If
the
payment
date occurs occur on date when financial institutions institution are not
open
for
business busines
the wire transfer shall be
made
on
the next
succeeding
business busines
day
The Trustee shall wire transfer
payments payment
by
100
p.m
New
York
City
time
so
such
payments payment
are
received
at
the
depository by
230
p.m New
York
City
time
This Thi Series Serie 2009 Bond is the
only
one
of the Issuers Issuer Taxable Economic
Development
Revenue
Bonds Bond
Series Serie 2009
Global
Investment
Consulting
Inc
Project hereinbefore
and hereinafter the Series Serie 2009
Bonds Bond
UNITED
STATES STATE OF AMERICA
5C$
which
are being
issued under the
hereinafter described
Indenture in the
aggregate principal
amount
of
$2500000
The Series Serie
2009 Bonds Bond are
being
issued for the
purpose
of
providing
funds fund to finance
the
redevelopment
of the
former YMCA
building
in the Marion
Consolidated Allocation
Area in the
City
of
Marion
Indiana
Project
to be
incurred or
constructed
by
Global Investment
Consulting
Inc
Borrower by lending
such funds fund to
the Borrower
pursuant
to the Loan
Agreement
dated
as
of December 2009
Loan
Agreement
between
the Borrower and the
Issuer
which
prescribes prescribe
the terms term and
conditions condition under which the
Borrower shall
repay
such loan
and
pursuant
to
which the Borrower
will execute and deliver to
the Issuer its
Note
Series Serie 2009 Series Serie
2009
Note
in
principal
amount
equal
to the
principal
amount
of such Series Serie 2009
Bonds Bond in order to evidence
such loan
The Series Serie 2009
Bonds Bond
are
issued under
and entitled to the
security
of Trust Indenture dated as
of
December 2009
Indenture
duly
executed and
delivered
by
the Issuer to
First Farmers Farmer Bank
Trust
as
Trustee
the
term Trustee
where used herein
referring
to the Trustee or its
successors successor pursuant
to which
Indenture
the TIF Revenues Revenue
as
defined in the Indenture and the
Series Serie 2009 Note and all
rights right
of the Issuer under
the
Loan
Agreement except
certain
rights right
to
payment
for
expenses expense
indemnity rights right
and
rights right
to
perform
certain
discretionary
acts act as
set forth in the Loan
Agreement
are pledged
and
assigned by
the Issuer to the Trustee as
security
for the Series Serie 2009
Bonds Bond THE OWNER OF THIS THI BOND
BY ACCEPTANCE OF
THIS THI SERIES SERIE 2009
BOND
HEREBY AGREES AGREE TO ALL OF
THE TERMS TERM AND
PROVISIONS PROVISION IN THE INDENTURE
AND THIS THI
SERIES SERIE 2009 BOND
AND ACKNOWLEDGES ACKNOWLEDGE THAT
It is an institutional
accredited investor
as
defined
in Rule
SOlal or
under the
Securities Securitie
Act of
1933 as
amended
1933 Act purchasing
bonds bond for
its
own
account
or
for the account of
another such
institutional accredited
investor
and it is
acquiring
the Series Serie 2009 Bonds Bond
for investment
purposes purpose
and not with
view
to
or
for offer
or
sale in connection with
any
distribution in violation of the 1933
Act It has
such
knowledge
and
experience
in financial and business busines matters matter as
to be
capable
of
evaluating
the merits merit and risk
of its investment in the Series Serie 2009
Bonds Bond and invest in or
purchase
securities securitie similar to the Series Serie
2009 Bonds Bond in
the
normal
course
of its
business busines
and
it
and
any
investor accounts account for
which it is
acting
are able to
bear the
economic
risk of their
or
its investment for an
indefinite
period
of time It confirms confirm
that neither the Issuer nor
any
person
acting
on its
behalf has offered to sell the
Series Serie 2009 Bonds Bond
by
and that it
has
not
been made
aware
of the
offering
of the Series Serie
2009 Bonds Bond
by any
form of
general
solicitation
or general advertising including
but not
limited
to
any
advertisement article
notice or other
communication
published
in
any
newspaper magazine
or
similar media or broadcast over
television
or
radio
It is familiar with
the Issuer and the
Borrower
it has
received such information
concerning
the
Issuer
and the
Borrower
the Series Serie 2009
Bonds Bond and the TIF Revenues Revenue
as
defined in the
Indenture
as it deems deem to
be
necessary
in connection with investment
in the Series Serie 2009 Bonds Bond It has received
read and commented
upon
copies copie
of the Indenture and the Loan
Agreement
Prior to the
purchase
of the
Series Serie
2009
Bonds Bond
it has been
provided
with the
opportunity
to ask
questions question
of and
receive
answers answer
from the
representatives representative
of the Issuer
and the
Borrower
concerning
the
terms term
and conditions condition of the Series Serie 2009 Bonds Bond
the tax status statu of the Series Serie 2009 Bonds Bond
legal
opinions opinion
and
enforceability
of
remedies remedie
the
security
therefor and
property
tax
reform
and to obtain
any
additional information needed in order to
verify
the
accuracy
of the information
obtained
to
the
extent
that the Issuer
and the
Borrower
possess posses
such information or can
acquire
it without unreasonable effort or
expense
It is
not
relying
on Barnes Barne
Thoniburg
LLP
or
London Witte
Group
for information
concerning
the financial status statu
of the Issuer
and the Borrower or the
ability
of the Issuer and the Borrower to honor
their
respective
financial
obligations obligation
or other
covenants covenant
under the Series Serie 2009
Bonds Bond
the
Indenture
or
the Loan
Agreement
It
understands understand that the
projection
of
TIE Revenues Revenue
prepared
in connection with the issuance
of the Series Serie 2009 Bonds Bond has been based on estimates estimate
of the
investment in real
property provided by
the Borrower
It is
acquiring
the Series Serie 2009 Bonds Bond
for its
own account
with
no
present
intent to
resell
and
will
not sell
convey pledge
or
otherwise transfer the Series Serie 2009 Bonds Bond to an
entity
that is not an accredited investor
without
prior compliance
with
applicable
registration
and disclosure
requirements requirement
of state and federal securities securitie
laws law
It understands understand that
the Series Serie 2009 Bonds Bond have not been
registered
under the 1933 Act
and
unless unles
so
registered may
not be sold to an
entity
that is
not an
accredited investor without
registration
under the 1933 Act
or an
exemption
therefrom It is aware that
it
may
transfer
or
sell the Series Serie 2009 Bonds Bond
only
if the Trustee shall
first have
received
satisfactory opinion
of counsel that the sale or
transfer will not violate the 1933
Act
the
Securities Securitie
Exchange
Act of 1934 and the
Investment
Company
Act of 1940 and
regulations regulation
issued
pursuant
to
such
Acts Act or ii
no-action
letter of the staff
of the Securities Securitie and
Exchange
Commission that
the staff will recommend
that
no
action be taken
with
respect
to such sale or transfer
or
iii
certificate
stating
that
it
reasonably
believes believe
that the transferee is
Qualified
Institutional
Buyer
within the
meaning
of Section
of Rule 144A
Rule
144A promulgated by
the Securities Securitie
and
Exchange
Commission
pursuant
to
the 1933 Act and
has informed the
transferee of the transfer
restrictions restriction
applicable
to
the Series Serie 2009
Bonds Bond and that the
transferor
may
be
relying upon
Rule
144A with
respect
to the transfer
of the Series Serie 2009
Bonds Bond
It understands understand that
the sale or
transfer of the Series Serie 2009
Bonds Bond in
principal
amounts amount
less les than
$100000
is
prohibited
other than
through
primary offering
It has
investigated
the
security
for the Series Serie 2009 Bonds Bond including
the
availability
of TIF
Revenues Revenue to
its
satisfaction
and it understands understand that the Series Serie
2009 Bonds Bond are
payable
from the issuance
of
City
of
Marion
Indiana
Taxable Economic
Development
Revenue Bonds Bond as
well
as
loan
repayments repayment
from the Borrower
under the Loan
Agreement
and
Note
offset
by
available hF Revenues Revenue
It further understands understand
that the Issuer does doe
not
have the
power
or
the
authority
to
levy
tax to
pay
the
principal
of or
interest
on
the Series Serie 2009
Bonds Bond
It
understands understand that interest on the
Series Serie 2009 Bonds Bond is taxable
for federal income tax
purposes purpose
The Series Serie
2009 Bonds Bond are issuable
in
registered
form
without
coupons coupon
in the
denominations denomination of
5100000
and
any
$5000 integral multiples multiple
thereafter
The sale
or
transfer of this thi Series Serie
2009 Bond in
principal
amounts amount of
less les than
$100000
is
prohibited
other than
through primary
offering
This Thi Series Serie
2009 Bond is transferable
by
the
registered
holder hereof in
person
or
by
its
attorney
duly
authorized in
writing
at
the
principal
office of the Trustee
but
only
in
the
manner
subject
to the
limitations limitation and
upon
payment
of the
charges charge provided
in the Indenture
and
upon
surrender and
cancellation of this thi Series Serie
2009 Bond
Upon
such
transfer
new registered
Bond will be issued
to the transferee in
exchange
therefor
The Issuer
the Trustee and the
Paying Agent may
deem and
treat the
Registered
Owner
hereof
as
the
absolute owner
hereof for the
purpose
of
receiving payment
of or on account
of
principal
hereof and
premium
if
any
hereon and interest due
hereon and for all other
purposes purpose
and neither the Issuer nor
the Trustee nor the
Paying
Agent
shall be affected
by any
notice to
the
contrary
The Series Serie 2009
Bonds Bond shall be
subject
to
redemption
prior
to
maturity
at
the
option
of the
Issuer
on
any
date
upon
fifteen
15 days day
notice
in whole or in
part
in such order of
maturity
as
the Issuer shall direct
and
by
lot
within maturities maturitie
on
any
date
from
any moneys money
made available
for that
purpose
at
face
value
plus plu
in each case
accrued interest
to the date fixed for
redemption
and with the
following premiums premium
3% if
redeemed
on
or before
February
12011
2%if redeemed between February
2011
and
February
12012
1% if redeemed between
February
2012
and
February
12013
0% if
redeemed
on or
after
February
22013
All Series Serie 2009
Bonds Bond
so
called for
redemption
will
cease
to bear interest on the
specified
redemption date
provided
binds bind for their
redemption
are on
deposit
at the
place
of
payment
at
that
time
and
shall
no
longer
be
protected by
the Indenture and shall not be deemed to
be
outstanding
under the
provisions provision
of the Indenture
This Thi Series Serie
2009 Bond is transferable
by
the
Registered
Owner
hereof
at
the
principal corporate
trust
office
of the Trustee
upon
surrender and cancellation
of this thi Series Serie 2009 Bond and on
presentation
of
duly
executed
written instrument of
transfer and
thereupon
new Series Serie
2009 Bond or Series Serie 2009
Bonds Bond of the same
aggregate
principal
amount and
maturity
and in authorized denominations denomination
will be issued to the
transferee
or
transferees transferee in
exchange
therefor
The Series Serie
2009
Bonds Bond
and the interest
payable
thereon
do
not and shall not
represent
or constitute
debt of the
Issuer within the
meaning
of the
provisions provision
of the constitution or
statutes statute of the State
of Indiana
or
pledge
of the faith
and credit of the
Issuer The Series Serie
2009
Bonds Bond
as to
both
principal
and interest
are
not an obligation
or
liability
of the State
of
Indiana
or of
any political
subdivision or taxing authority
thereof
but are
special
limited
obligation
of the Issuer
and
payable solely
and
only
from the trust estate consisting
of funds fund
and accounts account held under
the
Indenture
the TIF Revenues Revenue
and
payments payment
to be
made
on
the Series Serie
2009 Note issued under
the Loan
Agreement pledged
and
assigned
for their
payment
in accordance
with the
Indenture
Trust
Estate
Neither the faith
and credit nor the
taxing power
of the Issuer
the State
of
Indiana or
any
political
subdivision or
taxing
authority
thereof is
pledged
to
the
payment
of
the
principal
of
premium
if
any
or
the interest on this thi Series Serie
2009 Bond The
Series Serie 2009 Bonds Bond
do not
grant
the
owners owner
or
holders holder thereof
any right
to
have the
Issuer
the State of Indiana or
its General
Assembly
or
any
political
subdivision or taxing authority
of the State
of
Indiana levy
any
taxes taxe
or appropriate any
funds fund for
the
payment
of the
principal
of premium
if
any
or
interest
on
the Series Serie
2009 Bonds Bond No covenant
or
agreement
contained
in the Series Serie 2009
Bonds Bond
or
the Indenture shall
be deemed to
be covenant or
agreement
of the
Redevelopment
Commission
the
Marion Economic
Development
Commission Commission
the Issuer
or
of
any
member director
officer
agent
attorney
or employee
of the Redevelopment
Commission
Commission or the
Issuer ia his or her
individual
capacity
and neither the
Redevelopment
Commission
Commission
the Issuer nor
any
member director
officer
agent
attorney
or
employee
of
the
Redevelopment
Commission
Commission or the
Issuer
executing
the
Series Serie 2009
Bonds Bond shall be liable
personally
on the
Series Serie 2009 Bonds Bond or
be
subject
to
any
personal
liability
or accountability by
reason
of the issuance
of the
Series Serie 2009 Bonds Bond
The holder of this thi Series Serie
2009 Bond shall have no right
to enforce the
provisions provision
of the Indenture
or to
institute
action
to
enforce the covenants covenant therein
or to take
any
action with
respect
to
any
event
of default
under the
Indenture
or to institute
appear
in or defend
any
suit
or
other
proceedings proceeding
with
respect
thereto
except
as
provided
in the Indenture In certain
events event
on
the conditions condition
in the manner and
with the effect
et
forth in the
Indenture
the
principal
of all the Bonds Bond issued
under the Indenture
and then
outstanding may
become or
may
be declared due and
payable
before the stated
maturity
thereof together
with interest accrued
thereon Modifications Modification or
alterations alteration of the
Indenture
or of
any
supplements supplement
thereto
may
be
made to the extent and
in the circumstances circumstance
permitted by
the
Indenture
The Issuers Issuer
obligation
to
pay
TIF Revenues Revenue shall not
be
subject
to acceleration
It is
hereby
certified that
all
conditions condition
acts act and
things thing
required
to
exist happen
and be
performed
under
the laws law
of the State of Indiana and under
the Indenture
precedent
to
and in the issuance
of this thi Series Serie 2009 Bond
exist
have
happened
and have been
performed
and that the
issuance
authentication and
delivery
of this thi Series Serie 2009
Bond have been
duly
authorized
by
the Issuer
This Thi Series Serie 2009
Bond shall not be
valid
or
become
obligatory
for
any purpose
or
be entitled to
any
security
or benefit under
the Indenture until the
certificate of authentication
hereon shall have been
duly
executed
by
the Trustee
IN
WITNESS WITNES
WHEREOF
the
City
of
Marion Indiana
in Grant
County
has caused this thi Series Serie 2009 Bond
to be executed in its name and on its behalf
by
the manual or facsimile
signature
of its
Mayor
and
its
corporate
seal
to be hereunto affixed
manually
or by
facsimile and attested to
by
the manual
or
facsimile
signature
of its Clerk
SEAL
CITY CLERK
4i1
4OflAk
First
Deputy
Clerk
CITY OF
MARION
IND1ANA
CERTIFICATE OF AUTHENTICATION
This Thi Series Serie 2009 Bond is
one
of the Series Serie 2009 Bonds Bond described in the within mentioned Trust Indenture
FIRST FARMERS FARMER BANK TRUST Trus Tru
By4
Authotized Officer
ASSIGNMENT
FOR VALUE RECEIVED
the
underigned hrby sells sell assigns assign
and transfers transfer unto
______________________________
Please
Print or
Typewrite
Name and
Address Addres
the within
Series Serie 2009 Bond and
all
rights right
title and interest
thereon
and
hereby
irrevocably
constitutes constitute
and
appoints appoint
______________________________
attorney
to transfer the within
Series Serie 2009 Bond on the books book
kept
for
registration thereoL
with full
power
of substitution in the
premises premise
Dated
______________
Signature
Guaranteed
NOTICE
Signatures Signature
must be
guaranteed
by
an
eligible guarantor
institution
participating
in
Securities Securitie Transfer Association
recognized
signature
guarantee program
NOTICE
The
signature
of this thi
assignment
must
correspond
with
the
name
of the
registered
owner as it
appears appear upon
the face of the within Series Serie
2009 Bond
in
every particular
without alteration or
enlargement
or
any
change
whatever
The
following
abbreviations abbreviation
when used in the
inscription
on the
face of this thi
certificate
shall be construed
as
though they
were
written
out
in full
according
to
applicable
laws law or
regulations regulation
TEN COM
TEN ENT
JT TEN
EJNIF TRANS TRAN
MIN ACT
as tenants tenant
in common
as tenants tenant
by
the entireties entiretie
as
joint
tenants tenant
with
right
of
survivorship
and not
as
tenants tenant in
common
Cust
Custodian
Minor
under Uniform
Transfers Transfer
tn
Minors Minor Act of
State
Additional abbreviations abbreviation
may
also be used
though
not in the above list
Exhibit
PRINCIPAL
MATURITY
DATES DATE
AMOUNTS AMOUNT AND INTEREST
Date Amount
February 12011 $10000
August
12011 30000
February 12012
35000
August
2012
35000
February
12013 35000
August
2013
35000
February 12014
40000
August
2014 40000
February 12015 40000
August
12015 40000
February
12016 40000
August
12016 40000
February 12017
45000
August 12017
40000
February 12018 45000
August
12018 45000
February
2019
45000
August
2019
45000
February
2020
50000
August
2020 40000
February
2021 40000
August
2021
85000
February
2022
85000
August
12022 85000
February
2023
85000
August
2023
90000
February
2024 90000
August
2024 95000
February 12025
95000
August
2025
100000
February
12026 100000
August
2026
105000
February 12027 105000
August
12027 110000
February
2028
110000
August
12028 115000
February
12029 115000
August 12029 115000
Interest
on
this thi Series Serie 2009 Bond shall be
payable
as follows follow
From December
17
2009 until
February 2015
the interest rate on the Series Serie 2009 Bonds Bond shall
be 6-50%
per
annum
On
February
2015
February
2020
and
February
2025
the interest rate shall be reset for
the
succeeding
five
year period
at
per
annum rate
equal
to
the then
five-year
United States State
Treasury
Bill rate
plus plu
375 basis basi
points point provided
however that the interest
rate
shall
never
fall below 6.50%
per
annum
INDSO BDD 168599v1
$2500000
City
of
Marion
Indiana
Taxable Economic
Development
Revenue Bond
Series Serie 2009
Global
Investment
Consulting
Inc
Project
the
Series Serie 2009
Bond
CERTIFICATE OF SECRETARY OF
THE
MARION
ECONOMIC DEVELOPMENT
COMMISSION
The
undersigned hereby
certifies certifie that
am the
Secretary
of the Marion Economic
Development
Commission
the
Commission
Attached hereto is
true
correct and
complete
copy
of the resolution
adopted
at
the
Commissions Commission
meeting
held on November
2009
which resolution has
not been
modified
amended
rescinded
or
repealed
in
any respect
as
of the date
hereof
and
true
correct
and
complete
copy
of the form
of
public
notice of the
Commissions Commission
hearing
on the
financing
of
economic
development
facilities facilitie for
Global Investment
Consulting
Inc
the
Borrower
which
hearing was
conducted
on November 2009
All
actions action taken
by
the
Commission at the
meeting
referred to
in
paragraph
above
occurred at
meeting
open
to the
public
notice of which
complied
in all
respects respect
with
Indiana Code
5-14-1.5 and 5-3-1-2
and
to the extent
applicable
Indiana Code 36-7-11.9 and
12
no such actions action
were
taken
by
secret ballot
or
by
reference
to
agenda
number
or
item
only
and if
an
agenda
was
used
it
was available
to
the
general
public
and
on
open
display
in
the office of the
Secretary
of
the Commission
Attached hereto is
true correct
and
complete
copy
of the Commissions Commission
Report
concerning
the
proposed financing
of economic
development
facilities facilitie for the Borrower
duly
adopted by
the
Commission
copy
of the
Report
was
filed with the executive
director of the
plan
commission of the
City
of
Marion
pursuant
to
IC
36-7-12-23b
The
following
named
persons person
are
the
duly appointed
members member of the
Commission
and set
opposite
each
name
is the office
presently
held
by
the member
Name
Office
Robert
Logan President
Randy
Stone
Vice President
Christopher
Oliver
Secretary
There is
no
litigation
pending or
to
the
knowledge
of the
undersigned
threatened
in
any way questioning
or
relating
to the
validity
of the
proceedings proceeding
had
by
the
Commission
in
connection with
the issuance
by
the
City
of
Marion
Indiana
the City
of the Series Serie 2009
Bond
the
existence of the
Commission or the
right
or
title
of
the
members member of the
Commission to
their
respective
offices office
The
resolution
adopted
November
2009
and identified in
paragraph
above
approved
the
following
forms form of the
Financing
Agreements Agreement
which
were transmitted to the
Common Council of the
City
as
required
by
such resolution
an ordinance with
respect
to
the
Series Serie 2009 Bond
adopted by
the Common Council
of the
City on
November
2009
the
Ordinance ii
Trust Indenture
between the
City
and First Farmers Farmer
Bank
Trust
as
Trustee
dated
as
of December
2009
the
Indenture iii
the Series Serie
2009
Bond
and
iv
Loan
Agreement
between the
City
and the
Borrower
dated
as of December 2009
the
Loan
Agreement the Ordinance
the
Indenture
the
Series Serie 2009 Bond and the Loan
Agreement
collectively
the
Financing
Agreements Agreement
The
Financing Agreements Agreement are
substantially
identical
to
the
forms form thereof
approved
and
authorized
by
the Commission
pursuant
to the
resolution
adopted
by
the Commission
on November
2009
referred
to
in
paragraph
above
Attached hereto is
true
and
correct
copy
of the
publishers publisher
affidavit from the
Chronicle
Tribune
which is the
only
newspaper
of
general
circulation
published
in the
City
to
which
there is attached the
notice of the
public hearing
referred to in
paragraph
above
To the best of
my knowledge
no Commissioner has
any
pecuniary interest
directly
or
indirectly
in
any
employment
the
Financing Agreements Agreement
or other contract made
under the
provisions provision
of Indiana Code 6-7-12
the Act
The
Commission
agrees agree
to
comply
with
Section 36 of the Act and
to
file
annual
reports report
with
the Common
Council and the Director of the
Indiana Economic
Development
Corporation on forms form
prescribed
by
such
corporation
Any
certificate
signed by
an
officer of
the Commission shall be deemed
representation
and
warranty by
the
Commission to the holders holder of the
Series Serie 2009 Bond
as
to the
statements statement made therein
IN WITNESS WITNES
WHEREOF
have
hereunto set
my
hand this thi
17th
day
of
December
2009
Christopher Oliver Secretary
Marion
Economic
Development
Commission
INDSO BOB 165203v1
REPORT OF
THE CITY
OF MARiON
ECONOMIC DEVELOPMENT COMMISSION CONCERNING
THE PROPOSED FINANCING OF ECONOMIC DEVELOPMENT
FACILITIES FACILITIE FOR GLOBAL MANUFACTURING
GROUP
INC
The
City
of
Marion Economic
Development
Commission
the Commissiont
proposes propose
to recommend to the Common Council of the
City
of
Marion indiana
the City
that it loan
the
proceeds proceed
of
certain economic
development
revenue
bonds bond
to
Global
Manufacturing Group
Inc or an affiliate thereof
the
Applicant
for
the
financing
of certain economic
development
facilities facilitie in the
City
In connection
therewith the Commission
hereby reports report
as follows follow
The
proposed
economic
development
facilities facilitie consist of the renovation of
the
former YMCA
building
in the
City including
site
development
for
recreational
retail and
temporary
living
uses use
which
building
is located in the Marion Consolidated
Allocation Area
previously
created
by
the
City
of Marion
Redevelopment
Commission
in
the
City collectively
the
Project
The Commission estimates estimate that
no
public
works work
or
services service including
public
ways way
schools school water
sewer
street
lights light
and fire
protection
will be made
necessary
or desirable
by
the
Project
because
any
such works work
or
services service
already
exist or
will be
provided by
the
Applicant
or
other
parties partie
The Commission estimates estimate that the total
costs cost
of
financing
the
Project
will
he
approximately
$2500000
The Commission
estimates estimate that the
Project
and the Facilities Facilitie will create
approximately
80-90
jobs job
with
an
annual
payroll
of
approximately $1200000-
$2000000
The
Commission finds find that the
Project
will not have material adverse
competitive
effect on similar facilities facilitie
already
constructed
or
operating
in the
City
Adopted
this thi
3rd1
day
of
November
2009
Secretary City
of
Marion
Economic
Development
Commission
President
City
of
anon
Economic
Development
Commission
NiSUI tii
55846v1
Exhibit
RESOLUTION
NO
RESOLUTION
APPROVING AND
AUTHORIZING
CERTAIN ACTIONS ACTION
AND PROCEEDINGS PROCEEDING
WITH RESPECT TO
CERTAIN PROPOSED
ECONOMIC
DEVELOPMENT REVENUE
BONDS BOND
WHEREAS WHEREA
the
City
of
Marion
Indiana
the
City
is
authorized
by
I.C 36-7-11.9
and
IC 36-7-12
collectively
the
Act
to issue
revenue bonds bond for the
financing
of
economic
development facilities facilitie
and loan
the
proceeds proceed
of the
revenue bond issue
to another
entity
to
finance
or refinance the
acquisition construction renovation installation and
equipping
of said
facilities facilitie
WHEREAS WHEREA
Global
Manufacturing
Group
Inc
or an affiliate thereof
the
Borrower
desires desire
to finance all
or
portion
of the
costs cost
of
renovating
the former
YMCA
building
in
the
City
including
site
development
for
recreational
retail and
temporary living
uses use
which
building
is
located in the
Marion Consolidated
Allocation Area
previously
created
by
the
City
of
Marion
Redevelopment
Commission in
the
City collectively
the
Project
WHEREAS WHEREA
the Borrower
has advised the
City
of
Marion Economic
Development
Commission
the
Commission
and the
City
that it
proposes propose
that the
City
issue its
Taxable
Economic
Development
Revenue
Bonds Bond
Global
Manufacturing
Group Project
in
one or more
series serie
with
an
appropriate
series serie
designation
for each
series serie
in an
aggregate principal
amount
not to exceed Two
Million Five Hundred
Thousand Dollars Dollar
$2500000 the
Bonds Bond
under
the Act and loan
the
proceeds proceed
of
such Bonds Bond
to
the
Borrower for the
purpose
of
financing
the
Project
WHEREAS WHEREA
the
Commission has
studied the
Project
and the
proposed
financing
of the
Project
and their
effect
on
the health
and
general
welfare of the
City
and its
citizens citizen
WHEREAS WHEREA
the
completion
of
the
Project
results result in the
diversification of
industry
the
creation of
approximately
80-90
new
jobs job
and
the creation and
retention of business busines
opportunities opportunitie
in
the
City
WHEREAS WHEREA
pursuant
to IC
36-7-12-24
the
Commission
published
notice of
public
hearing the
Public
Hearing
on
the
proposed
issuance of the
Bonds Bond to finance the
Project
and
WHEREAS WHEREA on
the date
hereof the Commission
held the
public hearing
on the
Project
NOW
THEREFORE
BE IT RESOLVED
BY THE CITY OF
MARION ECONOMIC
DEVELOPMENT
COMMISSION AS
FOLLOWS FOLLOW
SECTION The
Commission
hereby
finds find
determines determine
ratifies ratifie and
confirms confirm that the
diversification of
industry
the
retention of business busines
opportunities opportunitie
and the
retention of
opportunities opportunitie
for
gainful
employment
within the
jurisdiction
of
the
City
is
desirable serves serve
public
purpose
and is of
benefit to the health and
general
welfare of the
City
and that it is in the
public
interest that
the
City
take such
action
as
it
lawfully
may
to
encourage
the
diversification of
industry
the retention of
business busines
opportunities opportunitie
and the retention of
opportunities opportunitie
for
gainful
employment
within the
jurisdiction of the
City
SECTION The Commission
hereby
determines determine that the
Project
will not have
material adverse
competitive
effect
On
any
similar facilities facilitie
already
constructed
or
operating
in
or near
the
City
SECTION The Commission
hereby
approves approve
the
report
with
respect
to
the
Project
presented at
this thi
meeting
The
Secretary
of this thi Commission shall submit such
report
to
the
executive director
or chairman of the
plan
commission of the
City
SECTION The
Commission
finds find determines determine
ratifies ratifie and confirms confirm
that the issuance
and sale
of the Bonds Bond in
an amount not to exceed Two Million Five Hundred Thousand
Dollars Dollar
$2500000
and the loan of
the
proceeds proceed
of the Bonds Bond
to
the
Borrower
for
the
financing
of the
Project
will be of
benefit to the health and
general
welfare of the
City
will
serve
the
public
purposes purpose
referred
to above in accordance with the
Act
and
fully
comply
with the Act
SECTION The
financing
of the
Project through
the issuance of
the Bonds Bond in
an
amount not to exceed Two Million Five
Hundred Thousand Dollars Dollar
$2500000
is
hereby
approved
SECTION The Commission
hereby
approves approve
the terms term of the
following
documents document in
the form
presented
at this thi
meeting
form
of Loan
Agreement
between the
City
and the
Borrower
including
form of
Note
relating
to the
Bonds Bond
ii
form of
Trust Indenture with
respect
to the Bonds Bond
between the
City
and
trustee to be
selected
and
iii
an Ordinance of the
Common
Council of the
City
SECTION
Any
officer of the Commission is
hereby
authorized and
directed
in the
name
and
on behalf of the
Commission
to execute
any
and all other
agreements agreement
documents document and
instruments instrument
perform
any
and all
acts act approve
any
and all
matters matter
and do
any
and all other
things thing
deemed
by
him
to
be
necessary
or desirable in order
to
carry
out
and
comply
with the
intent conditions condition and
purposes purpose
of this thi
resolution
including
the
preambles preamble
hereto
and the
documents document mentioned
herein
the
Project
and the
issuance and sale of the
Bonds Bond
and
any
such
execution
performance approval or
doing
of other
things thing
heretofore effected
be
and
hereby
is
ratified
and
approved
SECTION The
Secretary
of
this thi Commission shall transmit this thi
resolution
together
with the
forms form of the documents document
approved by
this thi
resolution
to the Common Council of
the
City
SECTION
This Thi resolution shall be in full force and effect
upon adoption
Adopted
this thi 3rd
day
of
November
2009
INDSO BUD 1158840v1
CITY
OF MARION ECONOMIC
DEVELOPMENT
COMMISSION
Member
NOTICE OF MEETING
CITY OF
MARION
IN DIANA
ECONOMIC DEVELOPMENT COMMISSION
Notice is
hereby given
that the
City
of Marion Economic
Development
Commission will meet at 500
p.m
on
Tuesday
November
2009 in the second floor conference
room at
Marion
City
Hall
to
consider
an
application by
GAS CITY
SANDWICHES SANDWICHE
LLC for
Tax
Abatement for
property
more
commonly
known
as
1700 Kern
Road Marion
Indiana
46953 In
addition
GEOBAE
MAN UFACTURING
GROUP
INC for
proposed
issuance of
an
Economic
Development
Revenue Bond for renovation of the former
YMCA
building
This Thi notice is
given pursuant
to the
provisions provision
of I.C
5-14-3-1
et
seq
and
5-14-1.5-1
et
seq
The media and the
public
are
invited
to attend
Dated this thi 27th
day
of
October
2009
Is Chris Chri Oliver
Chris Chri
Oliver
Secretary
Thomas Thoma
Hunt Atty
7890-2
KILEY HARKER
CERTAIN
300
West Third Street
Box 899
____________
Marion
IN
46952-0899
Telephone
765-664-9041
hibit
Fax 765-664-8119
REPORT
OF THE CITY OF MARION
ECONOMICDEVELOPMENT
COMMISSION CONCERNING
THE PROPOSED FINANCING OF ECONOMIC
DEVELOPMENT
FACILITIES FACILITIE FOR GLOBAL MANUFACTURING
GROUP
INC
The
City
of Marion Economic
Development
Commission
the Commission
proposes propose
to recommend to the Common Council of the
City
of
Marion
Indiana
the
City
that it loan
the
proceeds proceed
of certain economic
development
revenue bonds bond to
Global
Manufacturing Group
Inc
or an
affiliate thereof
the Applicant
for the
financing
of certain
economic
development
facilities facilitie in the
City
In
connection
therewith
the Commission
hereby reports report
as
follows follow
The
proposed
economic
development
facilities facilitie consist of the renovation of
the former YMCA
building
in the
City
including
site
development
for
recreational
retail and
temporary living uses use
which
building
is located in the Marion Consolidated
Allocation Area
previously
created
by
the
City
of
Marion
Redevelopment
Commission in
the
City collectively
the
Project
The Commission estimates estimate that
no
public
works work or
services service including
public
ways way
schools school water sewer
street
lights light
and fire
protection
will be made
necessary
or
desirable
by
the
Project
because
any
such works work
or
services service
already
exist or
will be
provided by
the
Applicant
or
other
parties partie
The Commission estimates estimate that the total costs cost of
financing
the
Project
will
be
approximately
$2500000
The Commission estimates estimate that the
Project
and the Facilities Facilitie will create
approximately
80-90
jobs job
with
an
annual
payroll
of
approximately
$1200000-
$2000000
The Commission finds find that the
Project
will not
have material
adverse
competitive
effect on similar facilities facilitie
already
constructed or
operating
in the
City
Adopted
this thi
day
of
November
2009
Secretary City
of Marion
Economic
Development
Commission
President City
Mario
Economic
Development
Commission
NDSOl BDD 158846v1
Exhibit
C
o
G
C
l
c
n
3
-
a
-
C
D
r
a
3
-
o
w
a
D
c
o
-
u
-
a
C
D
a
O
a
r
c
-
1
C
t
o
w
C
D
w
Q
i
t
C
I
C
D
.
4
_
3
-
u
r
n
C
D
f
l
U
C
l
p
3
7
1
C
r
-
a
n
C
D
i
-
I
w
w
r
tO
C
D
i
o
i
-
C
D
C
D
g
c
D
o
0
_
I
a
-
3
o
c
E
J
D
l
o
..a
C
D
H
a
I
5
c
n
D
1
0
6
w
Q
i
C
D
c
i
f
l
a
a
a
-
.
p
-
U
0
3
C
l
r
n
D
_
w
c
n
D
O
i
i
1
1
C
D
-
u
Chronicle Tribune
10/20/09
610 Adams Adam Street
Marion
IN 46953
Phone765
664-5111
Fax765
664-0729 Email
Account
Start Date
10/23109
Stop
Date 10/23109
Class Clas
Legal
Notices Notice
Name STACEY
BROWN Ad ID
152970
Company
KILEY KARKER
CERTAIN Ad Taker VHITE
Address Addres BOX
899
MARION
IN 46952 Gross Gros
$130.52
Paid Amount
$099
Telephone
765
664-904t
Amount Due
Publication
Start
Stop
Inserts Insert
Cost
Chronicle-Tribune
10/23/09 10/23/09
$130.52
CT Online
10/23/09 10/23/09
$0.00
Iskk
Ii
NOTICE OF PUBLIC HEARING OF THE CITY
OF MARION
ECONOMIC DEVELOPMENT COMMISSION
Notice is
hereby given
that the
City
of Marion Economic
Development
Commission will
hold
public hearing
at 500
pm
local
time
on
Tuesday
November
2009 at
the
Marion
Municipal Building
3018 Branson
St
Marion
Indiana conceming
the
proposed
issuance
by
the
City
of
Marion
Indiana Ithe
City
of its Taxable Economic
Development
Revenue Bonds Bond
Global
Manufacturing Group
Projecti in
an
aggregate
principal amount
not to exceed Two Million Five Hundred Thousand Dollars Dollar
l$2500000l
Ithe Bonds Bond The
City
will lend
portion
of the
proceeds proceed
of the
Bonds Bond to
Global
Manufacturing
Group
Inc or an affiliate thereof the
Borrower
to finance all
or portion
of
the costs cost of
renovating
the former YMCA
building
inthe
City including
site
development
for
recreational
retail and
temporary living uses use
which
building
is
located
in
the Marion
Consolidated Allocation Area the Area
previously
created
by the City
of
Marion Redevelopment Commission in the
City
The Bonds Bond will
not
be
an indebtedness indebtednes or
general obligation
of the
City
and will not be
payable
in
any manner by
the
taxing power
of
the
City
The
Bonds Bond and the interest
payable thereon
will
be
payable solely
from the
repayment
of the loan
by
the Borrower and from
certain other revenues revenue
and
properties propertie including
cerlain tax increment
revenues revenue derived from
the
Area as described in the
agreements agreement
of the
City conceming
the
financing
of the economic
development
facilities facilitie and
payments payment to
the
City with
respect
to the
financing
At the time and
place
fixed for the
public hearing
all
taxpayers taxpayer
resi
dents dent
or
interested
persons person
will be
given
an
opportunity
to
express expres
their
views view for or
against
the
proposed financing
in
writing
or in
person
Dated this thi 20th
day
of
October 2009
CITY
OF MARION ECONOMIC
DEVELOPMENT COMMISSION
oo
October
23 2009
$2500000
City
of
Marion
Indiana
Taxable
Economic
Development
Revenue Bond
Series Serie 2009
Global
Investment
Consulting
Inc
Project
the
Series Serie 2009
Bond
CERTIFICATE OF CITY CLERK
Debra
Goodman
do
hereby certify
that
am
the
duly appointed qualified
and
acting
First
Deputy
Clerk of the
City
of
Marion
Indiana
the City
Attached hereto is
true
correct
and
complete
copy
of the ordinance
creating
the
Marion Economic
Development
Commission
the Commission duly passed by
the Common
Council of the
City
of Marion
the Council
and
no
action has been
taken as
of the date
hereof
to
alter amend repeal
or rescind such
ordinance
and it is
now
in full force and effect
The
following
named
persons person
have been
duly appointed to
and
are
members member
of
the Commission
Name Office
Robert
Logan
President
Randy
Stone Vice President
Christopher
Oliver
Secretary
Attached hereto is
true
correct
and
complete
copy
of Ordinance No
16-2009
passed
at the
meeting
of the Council held November 2009
the Ordinance together
with
minutes minute of such
meeting
and
no
action has been
taken as
of the date
hereof
to
alter amend
repeal or
rescind the
Ordinance
and it is now in full force and effect
All such actions action described in
paragraphs paragraph
and hereof were taken
by
the
Council
at
meetings meeting
open
to
the
public
notice of which
complied
in all
respects respect
with Indiana
Code 5-14-1.5 and 5-3-1-2
and
to the extent
applicable
Indiana Code 36-7-11.9 and 36-7-12
Two
copies copie
of the
financing agreements agreement
referred to in the Ordinance
were
duly
filed in the office of the Clerk and
were
and
are
available for
public inspection
in accordance
with Indiana Code 36-1-5-4
The
transcript
of the
proceedings proceeding prepared
in connection with the issuance
by
the
City
of the Series Serie
2009
Bond
delivered
to First Farmers Farmer
Bank
Trust
as trustee
the
Trustee
contains contain
true
correct
and
complete copies copie
of Loan
Agreement
between the
City
and Global Investment
Consulting Inc
dated
as
of December
2009
Trust Indenture
between the
City
and the
Trustee
dated as of December
2009
and Bond No
R-1
and are
substantially
identical to the forms form
approved
and authorized
by
the
City pursuant
to
the
Ordinance
TN WITNESS WITNES
WHEREOF
have hereunto set
my
hand
on
this thi
17th
day
of
December
2009
th
Debra
Goodman
First
Deputy
Clerk
City
of
Marion
Indiana
INDSOJ BDD 1168185v1
RAVING DEPT OF EC jMI EVELOPMENT
AN ORDINANCE CREATiNG DEPARTMENT OF ECONOMIC DEVELOPMENT TO PROVIDE FOR INDU
EXPANSION
WHEREAS WHEREA
the
City
of
Marion
Indiana
is
desirous desirou
of
inGreaetng
th emp1o
opportunities opportunitie
and diversification of
iudustty
to
improve
the
prosperity
econoo
stbility
ad giir welfare of the
community
and
WflEREAS WflEREA
the General
A88eT1y
of the State of Indiana enacted the
Muntci
oOnOmtC
Development Aot L965 Burns Burn
L18..8703
throu 6_8725
and
WHEREAS WHEREA oommiscion is
needed to
investigate study
and
survey job
oppoE
industrial diversification and economic
stability
development and welfare of
City
of
Marion Indiana
and
cairy
out the duties dutie and
powers power
as set forth in ss
flunicipa
Economic
Development
Act of
1965
and
WHEREAS WHEREA
any
tndebteOness tndebteOnes would be in the form of Revenue Bonds Bond which woul
he
obligation solely
and
only
from the revenues revenue derived from industrial facfl.i
which would not
affect
the
borrowing power
of the Civil
City
of
Marion
Indians Indian
NOW THEREFORE
BE IT ORDAINED
by
the Common
Council
of
the
City of MartOs MartO
Indiana as fo1lows fo1low
SECTION
That there is
hereby
created the MARION ECONOMIC
DEVELOPMENT COMMISSIC
carry
out the provisions provision
of this thi Ordinance in accordance with the aforesaid 196
That the members member of said Commission
shall be
appointed
and shall
perf
duties dutie and exercise the
powers power
all
as
set forth in
the aforesaid
Munictpal
Econ
SECTION II
That this thi Ordinance shall be in
full rorce and effect from and after
passage
and
approval
Passed and
adopted by
the Common Council
of the
City
of
Marton
Indian
3rd
day
of March 19.70
s/Robert Roop
PRESIDING OFFICER
-J
__________________
iby
blerk
Presented
by
the
Mayor
of the
City
of
Marton
Indiana
on
this thi rd
larch
1970
GENERAL ORDINANCE NO
1Q197O
Dee1oprnent
Act of
1965
GENERAL ORDINANCE NO
16-2009
AN
ORDINANCE AUTHORIZING THE ISSUANCE OF
THE
CITY OF
MARION
INDIANA TAXABLE ECONOMIC
DEVELOPMENT REVENUE BONDS BOND
GLOBAL
MANUFACTURING GROUP
PROJECT
AND THE LENDING
OF
THE PROCEEDS PROCEED THEREOF TO
GLOBAL
MANUFACTURING
GROUP
INC AND AUTHORIZING AND
APPROVING
OTHER ACTIONS ACTION IN RESPECT
THERETO
WHEREAS WHEREA
the
City
of
Marion
Indiana
the City
is
municipal corporation
and
political
subdivision
of the State of Indiana and
by
virtue
of I.C 36-7-I 1.9 and LC 6-7-12
collectively
the
Act
is authorized
and
empowered
to
adopt
this thi ordinance
this thi
Bond
Ordinance
and to
carry
out
its
provisions provision
WHEREAS WHEREA
Global
Manufacturing Group Inc
or an affiliate thereof
the Borrower
desires desire to finance all
or
portion
of
the costs cost of
renovating
the former
YMCA
building
in the
City including
site
development
for
recreational
retail and
temporary living uses use
which
building
is located in the Marion
Consolidated Allocation Area
previously
created
by
the
City
of
Marion
Redevelopment
Commission in the
City collectively
the
Project
WHEREAS WHEREA
the
Borrower has advised the
City
of
Marion Economic
Development
Commission
the
Commission
and the
City
that it
proposes propose
that the
City
issue
its Taxable
Economic
Development
Revenue Bonds Bond
Global
Manufacturing Group Project
in
one or more
series serie
with
an
appropriate
series serie
designation
for each
series serie
in an
aggregate principal
amount
not to exceed
Two Million Five Hundred Thousand Dollars Dollar
$2500000 the
Bonds Bond
under
the
Act
and
loan the
proceeds proceed
of such
Bonds Bond to the Borrower for the
purpose
of
financing
the
Project
WHEREAS WHEREA
the
completion
of the
Project
results result in
the diversification of
industry
the
creation
ofjobs ofjob
and the creation of
business busines
opportunities opportunitie
in the
City
WHEREAS WHEREA
pursuant
to I.C
6-7-12-24
the
Commission
published
notice of
public
hearing the
Public
Hearing
on
the
proposed
issuance of the Bonds Bond
to
finance the
Project
WHEREAS WHEREA on
November
2009
the Commission held the Public
Hearing on
the
Project
and
WHEREAS WHEREA
the Commission has
performed
all actions action
required
of it
by
the Act
preliminary
to the
adoption
of this thi Bond Ordinance and
has
approved
and forwarded to the
Common
Council the forms form of
Loan
Agreement
between the
City
and the Borrower
including
form of
Note relating
to
the
Bonds Bond
the
Loan
Agreement
Trust
indenture
with
respect
to the Bonds Bond
between the
City
and
trustee to
be
sehicted
the
Indenture
the
Bonds Bond
and
this thi Bond Ordinance
the
Loan
Agreement
the
Indenture
the
Bonds Bond
and this thi
Bond
Ordinance
collectively
the
Financing Agreements Agreement
NOW THEREFORE
BE IT ORDAINED BY THE
COMMON
COUNCIL OF THE
CTY OF
MARION
INDIANA
THAT
Section
Findings Finding
Public Benefits Benefit The Common Council
hereby
finds find and
determines determine that the
Project
involves involve .the
acquisition
construction and
equipping
of an
economic
development facility
as
that
phrase
is used in the
Act
that the
Project
will
increase
employment opportunities opportunitie
and increase diversification
of economic
development
in the
City
will
improve
and
promote
the economic
stability development
and welfare in
the
City
will
encourage
and
promote
the
expansion
of
industry
trade and
commerce
in
the
City
and the location of other
new
industries industrie in the
City
that the
public
benefits benefit to be
accomplished by
this thi Bond
Ordinance
in
tending
to
overcome
insufficient
employment
opportunities opportunitie
and insufficient
diversification of
industry
are
greater
than the cost of
public
services service
as
that
phrase
is used in the
Act
which
will be
required by
the
Project
and therefore
that the
financing
of the
Project by
the
issuance of the Bonds Bond under the
Act will
be
of
benefit to the health and
general
welfare of the
City
and
ii complies complie
with the
Act
Section
Approval
of
Financing
The
proposed financing
of the
Project by
the issuance of the Bonds Bond under
the
Act
in the form that such
financing
was
approved by
the
Commission
is
hereby approved
Section Authorization of the
Bonds Bond
The
issuance of the
Bonds Bond
payable
solely
from
revenues revenue
and
receipts receipt
derived from the
Financing Agreements Agreement
is
hereby
authorized
Section Terms Term of the Bonds Bond The
Bonds Bond
in the
aggregate principal
amount not
to
exceed
Two Million Five Hundred Thousand Dollars Dollar
$2500000
shall
be executed at
or
prior
to the
closing
date
by
the manual
or facsimile
signatures signature
of the
Mayor
and the Clerk of the
City ii
be dated
as
of the date of their
delivery iii
mature
on date not later than
twenty-five 25
years year
after the date of
issuance iv
bear
interest
at such rates rate
as
determined
through negotiation
with the
purchaser
thereof
with such
interest
payable as
provided
in the
Financing Agreements Agreement
be
issuable in such
denominations denomination
as set
forth in the
Financing Agreements Agreement
vi
be issuable
only
in
thily
registered form
vii
be
subject
to
registration
on
the bond
register
as
provided
in the
Indenture
viii
be
payable
in
lawful
money
of the United States State of
America ix
be
payable
at an office of the Trustee
as
provided
in the
Indenture
be
subject
to
optional
redemption prior
to
maturity
and
subject
to
redemption
as
otherwise
provided
in the
Financing
Agreements Agreement xi
be issued in
one or more
series serie
and
xii
contain such other
terms term and
provisions provision
as
may
be
provided
in the
Financing Agreements Agreement
The
Bonds Bond and the interest thereon do
not
and shall
never constitute an
indebtedness indebtednes
of
or
charge against
the
general
credit
or
taxing
power
of
the
City
but
shall be
special
and limited
obligations obligation
of the
City
payable
solely
from
revenues revenue
and
other
amounts amount
derived
from the
Financing Agreements Agreement
Forms Form
of the
Financing
Agreements Agreement
are
before this thi
meeting
and are
by
this thi reference
incorporated
in this thi Bond
Ordinance
and the Clerk of the
City
is
hereby directed
in
the name
and
on
behalf
of the
City
to
insert them into
the minutes minute of the Common Council and to
keep
them
on
file
Section
Sale of the Bonds Bond The
Mayor
and the Clerk of the
City
are
hereby
authorized and
directed
in
the name and
on
behalf of the
City
to sell the Bonds Bond to
purchaser
or
purchasers purchaser
selected
by
such officers officer
at such
prices price
and
on
such
terms term as
may
be
determined at the time of sale
Section Execution and
Delivery
of
Financing Agreements Agreement For each series serie
of the
Bonds Bond
the
Mayor
and the Clerk of the
City
are
hereby
authorized and
directed
in
the
name
and
on behalf of the
City
to execute
or
endorse and deliver the
Loan
Agreement
the Note from the
Sorrower to the
City
the Indenture and the
Bonds Bond
submitted to the Common
Council
which are
hereby approved
in all
respects respect
Section
Changes Change in
Financing Agreements Agreement
The
Mayor
and the Clerk of
the
City are
hereby authorized
in the
name
and
on behalf of the
City
without further
approval
of the
Common Council
or
the
Commission
to
approve
such
changes change
in
the
Financing Agreements Agreement
as
may
be
permitted by Act
such
approval
to be
conclusively
evidenced
by
theft
execution thereof
Section General The
Mayor
and
the Clerk of the
City
and each of
them
are
hereby
authorized and
directed
in the
name
and
on
behalf
of the
City
to execute
or
endorse
any
and all
agreements agreement
documents document
and
instruments instrument
perform
any
and all
acts act
approve any
and all
matters matter
and dO
any
and all other
things thing
deemed
by them
or either of
them
to be
necessary
or desirable in order to
carry
out and
comply
with the
intent
conditions condition
and
purposes purpose
of this thi Bond
Ordinance
including
the
preambles preamble
hereto and the
documents document mentioned
herein
the
Project
the
issuance and sale of the
Bonds Bond
and the
securing
of the Bonds Bond under the
Financing Agreements Agreement
and
any
such
execution
endorsement
performance
or
doing
of other
things thing
heretofore effected
be
and
hereby is
ratified and
approved
Section
Binding
Effect The
provisions provision
of this thi Bond
Ordinance and the
Financing Agreements Agreement
shall constitute
binding
contract between the
City
and the
holders holder of the
Bonds Bond
and after issuance
of the Bonds Bond this thi Bond Ordinance shall
not be
repealed or
amended in
any
respect
which would
adversely
affect
the
rights right
of the holders holder
of the Bonds Bond
as
long
as the Bonds Bond
or
interest
thereon remains remain
unpaid
Section 10
Repeal
All
ordinances ordinance
or
parts part
of ordinances ordinance
in conflict herewith
are
hereby repealed
Section 11 Effective Date This Thi
Bond Ordinance shall be in
full force and
effect
immediately
upon adoption
and
compliance
with
I.C 36-4-6-14
Section
12
Copies Copie
of
Financing Agreements Agreement on
File
Two
copies copie
of the
Financing Agreements Agreement incorporated
into this thi Bond
Ordinance
were
duly
filed in the
office of the
Clerk of the
City
and
are available for
public inspection
in
accordance with
I.C 36154
DULY PASSED
on
this thi
_____
day
of
2009 by
the
Common Council of
the
City
of
Marion
Indiana
COMMON COUNCIL
CITY OF
MARION
INDJANA
ATTEST
Presiding
Officer
Presented
by
me
to the
Mayor
of
the
City
of Marion for his
approval
or veto
pursuant
to
Indiana Code
36-4-6-15 and
16
this thi -I
day
of
tSov 2009 at
This Thi Ordinance
having
been
passed by
the
legislative body
and
presented me
is
appr9ved
by
me and
duly
adopted pursuant
to Indiana Code 36-4-6-16
a1
this thi
day
of
fVov
2009 at
io
oclock a.m
IJ4DSOI BDU 1158558v1
Mpdof
the
City
off3 n
Indiana
Attest
REGULAR MEETING
MARION COMMON COUNCIL NOVEMBER 2009 700
P.M.
CITY HALL
The Common Council of the
City
of
Marion
Indiana
met in
regular
session
on
Tuesday
the
3rd
day
of
November
2009
at the hour of 700
p.m
in the
Council
Chambers Chamber
City
Hall
On the call of the roll the
following
members member
were
shown to be absent
or
present
as
follows follow
Present
Miller
Batchelor Nevels Nevel Homer
Wright
Smith
Luzadder and Brunner
Absent French
The minutes minute of the
previous previou
regular meeting
of October
20
2009
were
presented
On
motion
by Nevels Nevel
2nd
by
Batchelor
the minutes minute
were
approved
as
presented by
the
following
vote
Aye
Miller
Batchelor Nevels Nevel Homer
Smith
Luzadder and
Brunner
Nay
None Abstain
Wright
COMMITTEE REPORTS REPORT
Councilman Steve
Wright reported
that the Ordinance
Committee
meeting happened
before the
meeting
this thi
evening They
did have
laborious laboriou
if
you
will
meeting
with the
Utility
Board members member and
the
Utilities Utilitie
They
have decided
to
pull
General Ordinance No 15-2009 off
tonights tonight agenda
for further discussion in
the Ordinance
Committee Council President Jim Brunner asked
Corporate
Counsel
Josh
Howell
they
can
just
do that
without
vote
of
the
Council
is that correct Howell
told
Brunner
they may
UNFINISHED
BUSINESS BUSINES
RESOLUTION
NO 21A-2009
The
City
Clerk read Resolution
No 21A-2009
by
title
only Confinnatory
Resolution of the
City
Council of
Marion
Indiana
declaring
economic revitalization
area
for
property
tax deductions deduction
on
real estate for Gas
City
Sandwiches Sandwiche LLC
for
property
located at 1610
Kern
Road Marion
Indiana Tom Hunt told the Council he
represents represent
the
City
of
Marion Economic
Development
Commission and
they
met at 500
pm tonight
to consider two matters matter that
were before
the
Commission
and
his
friend
Bruce
Donaldson
will
speak
to them in minute ori the
matter
involving
Global
Investment
Group
and their
request
for bond issue but what hed
like to
bring
to them
tonight
is continuation
of
meeting
that
they
held
on
October 20th when
they
entered
Declaratory
Resolution
declaring
the real
estate more
commonly
known
as
1610
West Kern Road here in Marion
as an economic revitalization
area
because of
request
for
property
tax deductions deduction with
regard
to new
proposed
sandwich
shop by
Gas
City
Sandwiches Sandwiche
LLC The
principals principal
behind the
project
are
Caleb
Crandall and
Henry Olynger
from Gas
City
and
they
are
proposing
to build
new
freely
standing building
with
drive-up capability
stick
built with some
very very top
of the line construction and
install
Jimmy
Johns John sandwich
shop
Now
initially
they
believe
theyll
create
six
new
jobs job
and
20 full-time
jobs job
with total
payroll
of about
$200000
The construction
cost
will
probably
be
right
around
$400000
The Economic
Development
Commission
met
as
he
indicated
at 500
pm tonight
and
adopted
their
Resolution No 4-2009 which has referred the
matter to them
Council
and
they approved
that resolution
designating
this thi
area as an
Economic
Development Target
Area Tax abatement has
been
requested
for
period
of 10
years year
by
Gas
City
Sandwich
Shops Shop
Mr Reese is here
tonight
to
speak
further to this thi issue
If
they
have
any
questions question
about
it
hed be
glad
to
try
to
answer
those
as
would
Mr
Reese
Hunt said Council President Jim
Brunner
asked
any
questions question
for Mr Hunt There
was no
response
from
the Council Councilman Alan
Miller
stated
before he makes make
motion
he
might
make
note that the
groundbreaking
he
believes believe
for the
restaurant is
Monday
at 1130
a.m
correct Director of
Development Services Service
Darren
Reese
replied
that it is Motion
was
then made
by Miller
2d
by
Nevels Nevel to
approve
Resolution No 21A-2009 and carried
by
the
following
vote
Aye
Miller
Batchelor Nevels Nevel Homer
Wright
Smith
Luzadder and
Brunner
Nay
None
NEW
BUSINESS BUSINES
GENERAL ORDINANCE
NO 15-2009
1ST
READING
An Ordinance
amending
General Ordinance No
36-1998 and all other ordinances ordinance in conflict
herewith fixing
new
schedule of
rates rate
and
charges charge
to be collected
by
the
City
of
Marion Indiana
from users user and
owners owner
of
property
served
by
the Wastewater
Utility
of said
city
and other
matters matter connected therewith This Thi item of business busines
was
withdrawn
from
tonights tonight agenda
see under Committee
Reports Report
Council President
Jim Brunner told the Council
they
had
request
to move
General
Ordinance
No
16-2009 before
Appropriation
Ordinance No 6-2009 If that is
okay
with the
Council
theyll
move
forward with that item
GENERAL ORDINANCE NO.16-2009
The
City
Clerk read General Ordinance No
16-2009
by
title
only
An Ordinance
authorizing
the issuance of the
City
of
Marion
Indianataxable economic
development
revenue
bonds bond
Global Manufacturing
Group
Project
and the
lending
of the
proceeds proceed
thereof
to
Global
Manufacturing
Group
Inc and
authorizing
and
approving
other actions action in
respect
thereto Bruce
Donaldson
from Barnes Barne
Thornburg
told
the Council this thi is
request by development
group
called
Global
Manufacturing
for
$2500000
bond issue
Its an economic
development
revenue bond that the
proceeds proceed
of which would
be
applied
to the renovation of the downtown YMCA
facility
With their
permission
in
few
minutes minute
hell
ask Darren Reese to
come
up
and
explain
the
project
little bit
more
From
bonding perspective
this thi is
very
similar
to
the
many
economic
development revenue
bonds bond that
theyve brought
before them
in the last few
years year
where there
are new
jobs job
being
created which is
one
of the
purposes purpose
of the economic
development
act The
Economic
Development Commission
as
Judge
Hunt
indicated
met earlier
today They
conducted
public hearing
on
this thi
project
There
were no comments comment fromthe
public
but the Economic
Development
Commission
unanimously
approved
resolution to recommend
approval
to
the
Council
They
also
adopted report
that indicates indicate that
this thi
project
would create
an estimated 80 to 90 new
jobs job
with an annual
payroll
in the
range
of
$1200000
to
$200Q000
and
again
Darren can fill them in little bit
more on
the details detail of what
types type
of businesses businesse
theyre talking
about
locating
there This Thi bond would be
non-recourse
if
you
will
against
the
city
There would be
no
city general
tax revenues revenue or
anything pledged
to this thi The
Redevelopment
Commission has
pledged
to use consolidated
area
TJF
revenues revenue as
source of
repayment
for the bonds bond and
the
Redevelopment
Commission met earlier
today
as
well and
adopted
resolution to that
effect subject
of
course to their
Council approval So
with
that
again
he would ask Darren to tell
them little
bit more about the
project pieces piece
of
this thi
Donaldson said Director of
Development
Services Service for the
City
of
Marion
Darren
Reese
told the Council this thi is the
project
to renovate what
was
the
old
Actually
will finish
development
of the in
some senses sense
The
upper
floors floor of that
facility
were never
actually developed So
this thi
project
will
bring
six businesses businesse under that
roof with at least 10 individual
employees employee
in each
business busines
wide
variety
from
personal
services service to
lodging facility
at that
facility
It also will introduce this thi
community
to its
very
first
large
international
investment utilizing ultimately
the
Department
of Homeland
Securitys Security
ED-S ED-
Project bringing
money
and
jobs job
from overseas oversea here He is
open
to
any
questions question
that
they
might
have for this thi The
City supports support this thi
of
course
and is
pretty
excited about what it
meansfor the and that
corner
down
there
Reese said
Councilman Dave
Homer
asked
what kind of businesses businesse will be located there
Reese
replied
theres there series serie of
them
from
personal
services service to
lodging
services service
Portions Portion of the
upper part
of the
building
will be
developed
into
boutique/hotel
So
thered be
spa
service some
dry cleaning services service
restaurant with dinner theater
option
as
well
as mens men
clothing
store
and
womens women
clothing
store all in the
plans plan
to
date
for that
facility
Councilman Alan Miller
said
maybe
he cant discuss discus this thi but
are
there
plans plan
to
acquire adjoining properties propertie
for
parking
for
example
Mr Reese
answered
yes
It is
the intent of the Global inVestment
Group
to
grow
their
footprint
there Councilman
Reggie
Nevels Nevel
stated so therefore
theyre talking
about
expanding
that entire corner Reese told Nevels Nevel he would
hate to
put
any
deals deal that
are
in the mix in
peril
but
they
do have
an
aggressive
vision for
that area Councilman Steve
Wright
said just
couple
of
points point
Since this thi
was
their old
theres there not been
property
tax
paid
on
this thi
because
inaudible
The
was
not-for-profit
and
so therefore
they really
never received
any property
tax off this thi
piece
of
property
anyway
So
what
theyre asking
them
for here is 25
year
TIlE that the
money
will
go
towards toward the
development
of that
particular building
and
things thing
so
theyre really
not
losing
any revenue
if
you
will
off of this thi because its
never
made
any
revenue for the
city
as
well But after 25
years year theyre going
to see revenue
Plus Plu they
all know that the
County
Option
Income
Tax
Local
Option
Income Tax and the amount of
employees employee
that Mr Reese has
brought
before
them
theyre
actually going
to see
revenue
off of that
through personal
taxes taxe
So just
wanted to make that
point
to this thi
body
and to the
general public
that its
great
deal for
them
its
great opportunity
to
take
pretty
much old
blighted
GENERAL ORDINANCE
NO 16-2009 Continued
building
and turn it into
something
thats that
going
to be
very
nice for them
Wright
told Mr Reese he
appreciates appreciate
all his
work
on
that and
hes sure the businesses businesse will be
inaudible
Reese
responded
he
might
add that the
$2500000
that
theyre
talking
about this thi
evening
is
only
portion
of the total
project
The total
project
is
projected
to be between
$550000O
and
$6000000
in value
so
its not
as
if
Global Investment isnt
bringing inaudible
into the
game
Theyre actually going
to
be
paying
the
majority
of the
development
for that
site Mr Miller
asked
whats what the size of
the
building
Row
many
thousands thousand of
square
feet is it
Is
it four
stories storie with frill basement Reese
answered
you
know
he doesnt have that
Its
lot of
building Its
he
thinks think
four stories storie
up
arguably
two
stories storie down
But as far
as
specific
square footage
he doesnt
want to
speculate
Hell
get
him that
information
hes
got
it
upstairs upstair
Reese said
Council President
Brunner
asked
if all
goes goe
well
how
soon will this thi all be
moving
forward Reese
replied
he
would
anticipate
that
they
could
see some
activity
there
by
the end of the
year
Brunner
asked
calendar
year
Reese told
him
yes
Being
no further
questions question
from the
Council
Mr Donaldson told the
Council
with their
permission they
would like them
to
consider
suspending
the rules rule and
pass pas
this thi in
one
meeting They
do have loan commitment for
these
bonds bond and
they
think
they
can move
pretty
quickly on
itso
theyd
like to make that
request
Mr Brurmer
asked
do
they
need to have
public hearing
on this thi
Corporate
Counsel Josh Howell
explained
the
public hearing
has
beep
handled
by
the board
already so
that
parts part
been taken
care of Once
again
to
pass pas
bill
on
single reading
where its
available
and in this thi case it
is
that will
require
the unanimous unanimou consent of them all and
thajority
of the
entire board
in order to
pass pas
it Motion
was made
by
Wright
to
suspend
the
rules rule on General
Or4.ianee
No 16-2009 Motion
was
seconded
by
Nevels Nevel and carried
by
the
following
vote
Aye Miller
Batchelor
N1jWHOmer
Wright Smith
Luzadder and Brunner
Nay
None Motion
was
then made
by Wnght by
Neigo
pass pas
General Ordinance No
16-2009 and earned
by
the
following
vote
Aye Miller Batchelor Nevels Nevel
HoiTh\ght
Smith
Luzadder and
Brunner
Nay
None
APPROPRIATION
ORDNANCE NO 6-2009
15T
READING
The
City
Clerk read
Appropnation
Ordinance No
6-2009
by
title
only
An
Ordiniri$of
the
City
of
Manon Indiana
appropriating
certain funds fund for the
City
of
Marion Indiana
and
providing
for
thuifedive date thereof From the
General Fund
to
Marion
Police
Department
Jean Team
Miscellaneous Miscellaneou account the amount of
$992.50
Purpose
Forfeitures Forfeiture on two Jean Team
drug
cases case James Jame Loftin tbld the Council this thi would be
Appropriation
Ordinance No 6-
2009 and asked if
there were
any questions question
Its
basically
two eases ease that have come back to
them
$462.50 and
$530.00
totaling
$992.50
Being
no
questions question
from the
Council
motion
was
made
by Luzadder
2u
by
Nevels Nevel to
approve Appropriation
Ordinance No 6-2009
to
reading
and
public
hearing
Motion carried
by
the
following
vote
Aye Miller Batchelor Nevels Nevel Homer Wright Smith
Luzadder
and Brunner
Nay
None
Before
the
meeting adjourned
Councilman Alan Miller said
theyd
like to send their
best wishes wishe to the
family
of
Tracy
Krigore
one
of their
Marion
firefighters firefighter
that suffered heart
attack while
fighting
house fire
on
Saturday
His wife is
employed
at Indiana
Wesleyan
and the
word as he understands understand there is
they
expect
him to recover
completely
and
eventually
return to
duty
43
year
old
firefighter something
you
dont
expect
to
happen They
wish
Tracy
and Jill
and
their
daughter
and the
whole
family
their
best
Miller said
Council President
Brunner
said
before
they leave
he has
to
ask
Homer and Nevels Nevel what in the heck is
wrong
with law
enforcement Four
years year
in
row
now theyve
lost
football
game
between the Fire
Department
and the
Police
Department
Nevels Nevel
replied well
the last time the
Police
Department
won Was
when he
played
He said he
may
rebound because it is
big
issue
right
now Homer
added
he
thinks think what
they
need is
organization
Mr Miller
said
he
suggests suggest they
try Reggies Reggie
son
instead
of
Reggie
Brunner
congratulated
the Fire
Department
for
their
fourth
consecutive win
Councilman
Steve
Wright
stated
just reminder
the
Walkway
of
Lights Light
will be
lighting
up
the weekend before
Thanksgiving
As
theyve
drove around
town
theyve probably
seen
them
going
up
and
everything
and
things thing
are
progressing
well He
can
tell them that lot of
the
displays display
have been switched
over
to LED
lights light
this thi
year
Should
be nice
showing
especially
down in the
park
area
Again
there wilt be $5.00 fee with
sticker Once
people pay
the
$5.00
they
can
go
through
it
as
many
times time
as
they
want with
however
many people they
want to in their
vehicle
Theyre really
excited about that The
parade
itll be
another
nighttime parade Again
thats that
Saturday
before
Brunner
stated
the 21st
Wright said
the
21st
that
Saturday So
excited
about that Itll
happen probably
around 600
p.m
Mr Brunner
added
since
they
have lot of folks folk that watch
this thi
reminder that leaf
pick-up bgan
this thi week Theres There
been
number of
postings posting
in the Chronicle about what
days day
It all
corresponds correspond
with when
you
have
your
trash
pick up
so
please
adhere
to
that
And lot of
people
in his
neighborhood
are
getting ready
for next week Thats That when
they
get
their trash
picked
up
He thinks think
theyre
two weeks week
behind
he heard Jack Antrobus Antrobu
say
Two weeks week behind because
the leaves leave fell late this thi
year
So
just
reminder that
they
are now
out
starting
to
pick up leaves leave
Brunner stated
Being
no further business busines
to come before the
Council
on motion
by Luzadder
2d
by Batchelor
the
meeting
adjourned
Time
being
722
p.m
$2500000
City
of
Marion
Indiana
Taxable
Economic
Development
Revenue Bond
Series Serie 2009
Global
Investment
Consulting
Inc
Project
the
Series Serie 2009
Bond
GENERAL CERTIFICATE OF CITY
The
undersigned
the
Mayor
and the First
Deputy
Clerk
respectively
of the
City
of
Marion
Indiana
the City
do
hereby certify
that
They
are
the
duly
elected
or
appointed qualified
and
acting Mayor
and First
Deputy
Clerk
respectively
of the
City
Each of the
representations representation
and warranties warrantie of the
City
contained in the Series Serie 2009
Bond
the
Loan
Agreement
between the
City
and Global Investment
Consulting
Inc
the
Borrower
dated
as
of
December 2009
the
Loan
Agreement
and the Trust Indenture
between the
City
and First
Farmers Farmer
Bank
Trust
as trustee
the Trustee
dated
as
of December
2009
the Indenture
is
true correct
accurate and
complete
on and as of the date hereof
as
ifmade
on and as of the date hereof
The
City
has
performed
and
complied
with all
obligations obligation
to be
performed
or
complied
with
by
the
City
on or
prior
to the
date hereof
under the Series Serie 2009
Bond
the Loan
Agreement
and the Indenture
As of the date
hereof
no event
of
default under the Series Serie 2009
Bond
the Loan
Agreement
and the Indenture has occurred and is
continuing
and no event has occurred and is
continuing
which
with the
lapse
of time
or
the
giving
of
notice
or
both
would constitute such an
event of default
The
City
has
complied
with all
requirements requirement imposed by
Indiana Code 36-7-1 1.9 and
12 and with all other
applicable
laws law
and
regulations regulation relating
to the issuance of the Series Serie 2009
Bond
Each of the documents document
connected with the issuance of the Series Serie 2009 Bond and
presented
to the Common Council of the
City
of
Marion
the
Council
at its
meeting
on
November
32009
has been executed
on behalf of the
City
and is in
substantially
the form
presented
at such
meeting
Each of the
documents document connected with the issuance of the Series Serie 2009 Bond which
requires require
execution
by
the
City
or
any
official of the
City
has been
duly
executed
by
authorized
officials official of the
City
WITNESS WITNES
WHEREOF
the
undersigned
have hereunto set his or her hand for
and
on
behalf
of the
City
of
Marion Indiana
this thi 17th
day
of
December
2009
CITY OF
MARION
INDIANA
By
_________
WaytSeybo1d Ma5G
By
_____________________
Debra
Goodman
First
Deputy
Clerk
NDSQI BDD 1l68182v
$2500000
City
of
Marion
Indiana
Taxable Economic
Development
Revenue Bond
Series Serie 2009
Global
Investment
Consulting
Inc
Project
the
Series Serie
2009
Bond
SIGNATURE AND NO LITIGATION CERTIFICATE
The
undersigned
the
Mayor
and the First
Deputy Clerk respectively
of
the
City
of
Marion
Indiana
the City
do
hereby
certify
that
They
are
the
duly
elected
or
appointed qualified
and
acting Mayor
and First
Deputy
Clerk
respectively
of the
City
There is no
litigation
or other
judicial
administrative
or
regulatory proceeding
of
any
nature now
pending
or to the
undersigneds undersigned knowledge
threatened
in
any way
relating to affecting
or
questioning or seeking
to restrain or
enjoin
the
issuance sale
execution
or
delivery
of the Series Serie
2009
Bond
the
execution or
delivery
of the Loan
Agreement
between the
City
and Global
Investment
Consulting
Inc
the Borrower
dated
as
of December 2009
the
Loan
Agreement
or
the Trust Indenture between the
City
and First Farmers Farmer Bank
Trust
as trustee
the
Trustee
dated
as
of December 2009
the Indenture
or
of
any
of the
proceedings proceeding
or actions action
taken
leading
to the
issuance sale execution delivery or
distribution
of
any
of the
same
or
the
operation
of the
project
on
account of which the Series Serie
2009 Bond is
issued
or
the
fixing charging
or collection of
adequate
loan
payments payment
to
pay
the
principal
of and
premium
if
any
and interest on
the Series Serie 2009
Bond
or
otherwise
affecting
or
questioning
the
validity
of or
the
right
of
the
Issuer
to
enter
into
the Series Serie 2009
Bond
the Loan
Agreement
or
the
Indenture
or the
proceedings proceeding
or
authority
under which the Series Serie 2009 Bond is
issued or
that
may
significantly
affect
the
Citys City
ability
to
perform
its
obligations obligation
thereunder or that
may
result
in
redemption
or
prepayment
of the
Series Serie 2009
Bond
neither
the
creation organization
or
existence of the
City
nor
the title of
any
of
the
present
members member or
other officials official of the Issuer
to
their
respective
offices office
is
being
contested
and
no
proceedings proceeding
or
authority
for the
issuance sale
execution or
delivery
of the Series Serie 2009
Bond
the
execution
or
delivery
of the Loan
Agreement
or the
Indenture
have
or
has been
repealed
rescinded
or
revoked
The Series Serie 2009
Bond
the Loan
Agreement
and the Indenture have been
duly
executed in the
name
and on behalf of the
City by
the
signatures signature
of the
undersigned
which officers officer
were
duly
authorized to execute the
same
The
signatures signature
of
the
Mayor
and the
First
Deputy
Clerk of
the
City
or the facsimiles facsimile thereof as shown
upon
the Series Serie 2009
Bond are
genuine
and have been
affixed thereto with
our
knowledge
and consent and
are
hereby adopted
Each
of
the
persons person
set
forth
below
is
now
and has been
at
all times time since
January
2009
an
elected
or
appointed qualified
and
acting
officer of the
City holding
the office set forth
below
opposite
his/her
name
and the
signature
set forth below
opposite
his/her
name
is the
genuine
specimen signature
of each officer
Name Office
Signature
Wayne Seybold Mayor
Debra Goodman
First
Deputy
Clerk
______________________
The seal of the
City
which is
impressed
or
imprinted
or
the facsimile thereof
printed
or otherwise
reproduced upon
the
Series Serie 2009
Bond is the
lawfully adopted
proper
and
only
official
seal of the
City
IN WITNESS WITNES
WHEREOF
the
undersigned
have hereunto set his or her hand this thi
17th
day
of
December
2009
CITY OF
MARION
INDIANA
By____
By
____________________
Debra
Goodman
First
Deputy
Clerk
The
signatures signature
above and
upon
the above-described Bonds Bond
are
guaranteed
as
those of the
officers officer
respectively designated
above and On the Series Serie 2009 Bond
Dated December
17
2009
BOD 1168174v1
$2500000
City
of
Marion
Indiana
Taxable Economic
Development
Revenue Bond
Series Serie 2009
Global
Investment
Consulting
Inc
Project
the
Series Serie 2009
Bond
AUTHENTICATION ORDER
First Farmers Farmer Bank
Trust as
Trustee
Converse
Indiana
Ladies Ladie and Gentlemen
The
City
of
Marion
Indiana
the Issuer
has sold its Series Serie
2009 Bond in the
principal
amount of
$2500000
referred to in the Trust Indenture between
the Issuer and First Farmers FarmerBank
Trust as
trustee
the Trustee
dated
as
of December 2009
the
Series Serie 2009
Indenture
The
undersigned
on
behalf of the
Issuer
is
delivering
the Series Serie 2009 Bond to
you
herewith as
Trustee
and
you
are
hereby
authorized and directed to
register
the Series Serie 2009 Bond as
requested by
First
Farmers FarmerBank Trust
the Purchaser
and to authenticate and deliver the Series Serie 2009 Bond to or
upon
the order of the
Purchaser
upon
the Trustees Trustee
receipt
of the
purchase price
thereof
Upon
the
Trustees Trustee
receipt
of such
monies monie
the Trustee is
hereby
directed
to
deposit
all of the
net
proceeds proceed
from the sale of the Series Serie 2009 Bond into the Construction
Fund in the
amounts amount
set forth in the
Series Serie 2009 Indenture
This Thi document constitutes constitute the
request
and authorization to the Trustee to
authenticate and
deliver the Series Serie 2009 Bond
pursuant
to the Series Serie 2009 Indenture
Dated this thi
17th
day
of
December
2009
CITY OF
MARION
INDIANA
By
ControlleW
INDSOI BDD 1168212v1
RESOLUTION
NO
1$
RESOLUTION OF THE CITY OF MARION REDEVELOPMENT COMMISSION PLEDGING
CERTAIN TAX
INCREMENT REVENUES REVENUE TO TIlE PAYMENT OF ECONOMIC DEVELOPMENT
REVENUE
BONDS BOND
OF THE CITY
OF MARION
WHEREAS WHEREA
the
City
of
Marion
Redevelopment
Commission
the Commission
has
previously
created the Marion
Consolidated Economic
Development
Area and the Marion Consolidated Allocation
Area
the
Allocation
Area
for
purposes purpose
of the allocation and distribution of real and
depreciable
personal
property
taxes taxe under IC
36-7-14-39 and IC
36-7-14-39.3
and has created the Marion
Consolidated
Allocation Area Fund
the
Allocation
Fund
pursuant
to IC
36-7-14-39
and
WHEREAS WHEREA
Global
Manufacturing
Group
Inc
the Company
intends intend
to
fmance
all or
portion
of the costs cost of
renovating
the former
YMCA
building
in
the
City including
site
development
for
recreational
retail and
temporary living uses use
which
building
is located in the Allocation Area
collectively
the
Project
and
WHEREAS WHEREA
the
City
of Marion Economic
Development
Commission
has
approved
the
issuance
of the
City
of
Marion Indiana
Taxable Edonomic
Development
Revenue Bonds Bond
Global
Manufacturing
Group
Project the
2009
Bonds Bond
the
proceeds proceed
of which will be lent to the
Company
and
applied
to
costs cost of the
Proj e t
and
WHEREAS WHEREA
in its Resolution No 16
adopted by
the Commission
on July 25
2005
the
2005
Pledge
Resolution
the
Commission
pledged
certain TIE Revenues Revenue
as
defmed in the 2005
Pledge
Resolution and
referred to herein as the Consolidated Area TIlE
Revenues Revenue
derived from the Allocation
Area
to the
payment
of the
Citys City
Taxable Economic
Development
Revenue
Bonds Bond
Series Serie 2005 and
Winterfield
Project the
2005
Bonds Bond
and set forth the conditions condition
required
to
be
met for the
Commission
to incur additional
obligations obligation payable
from
the
Consolidated Area TIE Revenues Revenue
on
parity
with the 2005
Bonds Bond
and
WHEREAS WHEREA
in its Resolution
No 2-2006
adopted
by
the Commission
on
January 17 2006
the
Commission
pledged
the
Consolidated Area TIE Revenues Revenue
to
the
payment
of
the
City
of
Marion Indiana
Taxable
Economic
Development
Revenue
Bonds Bond
Series Serie 2006
Active
Properties Propertie
LLC
Project the
2006
Bonds Bond
and the
City
of
Marion Indiana
Taxable Economic
Development
Revenue
Bonds Bond
Series Serie 2006
JSG Processing
Inc
Project the
2006
Bonds Bond the
2006 Bonds Bond and the 2006
Bonds Bond collectively
the 2006
Bonds Bond
on
parity
with the
pledge
thereof to the 2005
Bonds Bond
and
WHEREAS WHEREA as an
inducement
to the
Company
to locate the
Project
in the
City
of
Marion
the
Commission has
agreed
to
pledge
the Consolidated Area TIE Revenues Revenue
to
the
payment
of the 2009
Bonds Bond on
parity
with the
pledge
thereof to the
2005 Bonds Bond and the 2006
Bonds Bond
NOW THEREFORE
BE IT
RESOLVED
by
the
City
of Marion
Redevelopment Commission
as
follows follow
The Consolidated Area
TIE Revenues Revenue shall be set aside and used
as set forth in this thi
Resolution
On
each
January
15 and
July 15 beginning January 15 2010
Consolidated Area TIE
Revenues Revenue in
an amount
which
together
with
any
amounts amount
already
on
deposit
in the Bond Fund for
the
2009
Bonds Bond
is sufficient
to
pay
the maximum debt service
coming
due
on the 2009 Bonds Bond
during
the
following
six
month
period
shall be transferred
to
the
trustee for
the
2009 Bonds Bond
the Trustee
for
deposit
in the Bond Fund under the
trust
indenture
for the 2009 Bonds Bond
the Indenture
Pursuant
to IC
36-7-14-39b2D
and IC
5-1-14-4
the Commission
hereby pledges pledge
the
Consolidated
Area TIF Revenues Revenue to the Trustee for
disposition
in accordance with the
Indenture
on
parity
with the
pledge
thereof to the 2005 Bonds Bond and the 2006 Bonds Bond The Commission
hereby
finds find and
determines determine that
the conditions condition for the issuance of
Parity Obligations Obligation as
defined in the
2005
Pledge
Resolution
set forth in Section of the 2005
Pledge
Resolution have
been satisfied with
respect
to the
issuance
of the 2009 Bonds Bond
on
parity
with the
2005 Bonds Bond and the 2006 Bonds Bond
The Commission
reserves reserve the
right
to issue additional
Parity Obligations Obligation payable
from
Consolidated Area
TIF Revenues Revenue
on
parity
with the 2005
Bonds Bond
the 2006 Bonds Bond and the 2009
Bonds Bond
upon
satisfaction of the
conditions condition set forth in Section of the 2005
Pledge Resolution
with the
additional clarification
that the 2006
Bonds Bond
the 2006
Bonds Bond
and
the 2009 Bonds Bond shall be included as
Parity Obligations Obligation
for
purposes purpose
of the
parity
tests test set
forth
therein The Commission
reserves reserve
the
right
to
enter into
obligations obligation
payable
from
the Consolidated Area TIF Revenues Revenue that
are
junior
and
subordinate
to the 2005
Bonds Bond
the
2006 Bonds Bond and the 2009 Bonds.
This Thi resolution shall take effect
immediately
upon adoption by
the Commission
Adopted
the 3rd
day
of
November
2009
REDEVELOPMENT
Mj
Member
CITY OF MARION
COMMISSION
Secretary
INDSOJ BDD 158957v1
$2500000
City
of
Marion
Indian
Taxable Economic
Development
Revenue Bonds Bond
Series Serie 2009
Global
Investment
Consulting
Inc
Project
CERTIFICATE OF THE SECRETARY
OF THE CITY OF MARION REDEVELOPMENT COMMISSION
Dan St
John
do
hereby certify
that
am the
duly
appointed qualified
and
acting Secretary
of the
City
of Marion
Redevelopment
Commission
the Commission
and that
as
such officer
keep
and maintain
the
papers paper
records record and minutes minute of the
proceedings proceeding
of the Commission
The
current
duly elected qualified
and
acting
officers officer of the Commission
are
Larry Myers Myer
President
Anne
Duncan
Vice
President
Dan St
John Secretary
Paul
Park
Member
and
Bryan Harris Harri
Member
The Commission has no
seal
rules rule or
by-laws by-law
The
copy
of Resolution No 16-2009
adopted by
the Commission on November
2009
included in the
foregoing transcript
has been
compared by
me with the
original
thereof
and
is
full
true and correct
copy
of the whole of such
resolution
and this thi resolution has been
duly signed by
the
proper
officers officer
as
indicated
on
the
copy
has been recorded
by
me in the
permanent
records record of
the
Commission
and has not been
modified
amended rescinded
repealed
or
withdrawn
All actions action described in
paragraph
hereof were taken
by
the Commission at
meetings meeting
open
to
the
public
notice of which
complied
in all
respects respect
with Indiana Code 5-14-
.5
no such actions action were taken
by
secret ballot or
by
reference to
agenda
number
or
item
only
and
if an
agenda
was
used
it was available to the
general public
and
posted
at the entrance to
the location of the
meeting prior
to
the
meeting
IN WITNESS WITNES
WHEREOF
have hereunto set
my
hand
this thi 17th
day
of
December
2009
Da
John
Secret
City
of Marion
Redevelopment
Commission
1NDSOI BDD 1268202v1
December
17
2009
City
of Marion
Grant
County
Indiana
City
of Marion
Redevelopment
Commission
Marion
Indiana
Barnes Barne
Thornburg
LLP
Indianapolis Indianapoli
Indiana
First Farmers Farmer Bank
Trust as Trustee
Marion
Indiana
The
City
of
Marion
Indiana
the City
proposes propose
to issue
$2500000
of its
City
of
Marion Indiana
Taxable Economic
Development
Revenue
Bonds Bond
Series Serie 2009
the
2009
Bonds Bond
The
City
of Marion
Redevelopment
Commission
the Commission
pursuant
to
Resolution
No
12009
adopted by
the Commission
on
November
2009
the Pledge Resolution
will
pledge
tax increment
revenues revenue
generated
from the Marion
Consolidated Economic
Development
Area
the
Consolidated Area Tax Increment
Revenues Revenue
for the
payment
of the
2009
Bonds Bond
The Consolidated Area Tax Increment
Revenues Revenue
pledged
under the
Pledge
Resolution
by
the
Commission will be on
parity
with
the
payment
of the
City
of Marion Taxable Economic
Development
Revenue
Bonds Bond
Series Serie
2005A and
Winteruield Project the
2005
Bonds Bond
and the
City
of
Marion
Indiana
Taxable Economic
Development
Revenue Bonds Bond Series Serie 2006 and Series Serie 2006
collectively
the 2006
Bonds Bond
in accordance with the Commissions Commission Resolution
No
16
Resolution of the Marion
Redevelopment
Commission
Pledging
Tax Increment
the
2005
Pledge
Resolution
Pursuant to and in accordance with the
2005
Pledge Resolution
the Commission
may
pledge
the Consolidated Area Tax Jnorement
Revenues Revenue
in
whole or in
part
on
parity
with
the 2005 Bonds Bond and the 2006 Bonds Bond under the
following
conditions condition
among
others other
The
Trustee
shall haVe teeived El titificate
prepared by
an
independent
qualified
accountant or
feasibility
consultant
certifying
the amount of
tax
increment
revenues revenue
estimated to be
received in each
succeeding year
as
adjusted
will be at least
equal
to one
hundred
thirty-five percent 135%
of
the lease rental and debt service
requirements requirement
with
respect
to the
outstanding
2005 Bonds Bond and
the
2006
Bonds Bond
and
any
proposed parity obligations obligation
for
each
respective
year
during
the
term
of the
outstanding
2005
Bonds Bond
the 2006
Bonds Bond and the
proposed parity obligations obligation
The
following
schedules schedule indicate that the
proposed
2009 Bonds Bond can
be issued
on
parity
with the 2005 Bonds Bond and the 2006 Bonds Bond at the minimum interest rates rate
The
owner
of the 2005 Bonds Bond and 2006 Bonds Bond have consented to the
issuance of the 2009
Bonds Bond
on
parity
basis basi
understanding
that the reset of the interest rates rate on
February 15
2015
may
lower the
coverage
of tax increment
revenues revenue
to the
outstanding
debt service to
levels level below 135%
This Thi
report
is
issued
solely
for
your
infonnation and assistance in conneclion with
the issuanceof the 2009 Bonds Bond
on
parity
with the 2005 Bonds Bond and the 2006 Bonds Bond This Thi
report
is not to be
quoted
or referred to without our
prior
written
consent
except
in the
opiuion
of Bond
Counsel with
respect
to
the 2009 Bonds Bond and in the
closing transcript
of
the 2009 Bonds Bond We
have
no
obligation
to
update
this thi
report
because of events event
occurring
or
data
or
information
coming
to our attention
subsequent
to the date of this thi
report
London Witte
Group
LLC
Indianapolis Indianapoli
Indiana
CITY OF MARION
TAX INCREMENT
PROJECTED
CASH FLOWS FLOW
Estimated
YMCA Total
Total Debt Annual Tax increment Tax Increment Increment
Coverage
2/1/2010
174522 174522 490445 7674 498119
811/2010
233650
2/1/2011
248438 482088 1094447
7674 1102121
2.29
8/1/2011
270297
21/2012
281438 551734 1094447
7674 1102121
2.00
8/112012
282278
2/1/2013
436550 718828
1094447 7674 1102121 1.53
8/1/2013
390119
2/1/2014
379025
769144 1094447 7674 1102121
1.43
8/1/2014
382906
21/2015
391438
774344 1094447 7674
1102121
1.42
8/1/2015
394763
2/1/2016
400238 795000
1094447 7674 1102121
1.39
8/1/2016
403041
2/1/2017
406494 808534
1094447 7674 1102121
1.36
8/1/2017
402716
2/1/2013
404750 807466
1094447 7674 1102121
136
8/1/2018
406553
2/1/2019
403006 809559
1094447 7674 1102121 1.36
8/1/2019
404391
2/1/2020
407925
812316 1094447 7674
1102121
1.36
8/1/2020
398694
2/1/2021
404438 803131 1094447 7674
1102121
1.37
8/1/2021
139763
2/1/2022
137000 276763 1094447
7674 1102121
3.98
8/1/2022
134238
2/1/2023
131475 265713
1094447 7674 1102121
4.15
8/1/2023
133713
2/1/2024
130788 264500
1094447 7674 1102121
4.17
8/1/2024
132863
2/1/2025
129775 262638
1094447 7674 1102121
4.20
8/1/2025
131688
2/1/2026
128438 260125
1094447 7674 1102121
4.24
8/1/2026
130188
2/1/2027
126775 266963 1094447 7674
1102121
4.29
8/1/2027
128363
2/1/2028
124788 253150
1094447 7674 1102121
4.35
8/1/2028
126213
2/1/2029
122475 248688 1094447 7674
1102121
4.43
8/1/2029
118738
118738
Total
10513940.97 10513940.97
21284938.00 153480.00 21438418.00
A-I
CITY OF MARION
TOTAL CURRENT TAX INCREMENT DEBT
Consolidated ConsolIdated Consolidated Consolidated Consotdated
69 38 EDA 168 18
WA Marion RED EVA Marion RED EVA Marion RED WA
Mar/Mon Mar/CEN Center
Mar/RI Mar/Frank
Total
Pay
2009
inremental Asseseed Value 4240457
471248 12349008 10585205 6548305 34194224
Pay
2009 Rate 3.2556 32543 32543 3.2116
3.2558
Estimated TIP
138061
15336 401874 339954 213200 1106425
1/2 Collections Collection
2009
490445
Pay
2010 Incremental Assessed Values Value
4645337 472512 11158917
10569110 7595678 36481554
Pay2000ReteIimitto$3 3.00 3.00 3.00 3.00 3.00
Estimated TIP
139360 14175 395969
317073 227870 1094447
2009 Incremental AVs and Tae Rates Rate
provided by County
Auditor and certified
by
State of
Indiana
2010 incremental AVs
prodded by Auditor
tea rates rate have not bean certified
as
of
December 17
2009
Collections Collection
through
December
17
2009
SC
2010 Rate has not been
certified homeeer
rate is
sebject
to
3% circuIt breaker limit
A-2
CITY OF
MARION
TOTAL CURRENT TAX
INCREMENT DEBT
Previously
Issued Debt
2009 Bonds Bond
Debt Service
Projected
Principal Interest Total Debt
YMCA
Total Debt
2/1/2010
120000 35113 155113
19410
174522
8/1/2010
120000 32400
152400 81250
233650
2/1/2011
127500
29688 157188
91250 248438
8/1/2011
132500 26872
159372 110925
270297
2/1/2012
142500
23988 168488
114950 281438
8/1/2012
147500 20966
168466 113813
282278
2/1/2013
215000 108875 323875
112875 436550
8/1/2013
175000 103581
278581 111538
390119
2/1/2014
165000 98625
263625 115400
379025
8/1/2014
175000 93808
268805 114100 382906
2/1/2015
190000 88638
278638 112800
391438
8/1/2015
200000
83263
283283 111500 394763
2/1/2016
212500
77538 290038
110200 400238
8/1/2016
222500
71641
294141 108900
403041
2/1/2017
227500 65394
292894 112600
405494
8/1/2017
237500
59078 296578
106138
402716
2/1/2018
242500 52413
294913 109838
404750
8/1/2018
252500
45678 298178
108375
406553
2/1/2019
257500 38594
296094
106913 403006
8/1/2019
267500 31441 298941
105450
404391
2/1/2020
275000 23938
298938 108988
407925
8/1/2020
285000 18331
301331 97363
398694
2/1/2021
300000
8375 308375
96063 404438
8/1/2021
139763
139763
2/1/2022
137000 137000
8/1/2022
134238 134238
2/1/2023
131475
131475
8/1/2023
133713 133713
2/1/2024
130788
130788
8/1/2024
132863 132863
2/1/2025
129775
129775
8/1/2025
131688 131688
2/1/2026
128438
128438
8/1/2026
130188
130188
2/1/2027
126775
126775
8/1/2027
128363 128363
2/1/2028
124788 124788
8/1/2028
126213
126213
2/1/2029
122475 122475
8/1/2029
118738
118738
Total
4690000 1236231
5926231
4587710 10513941
A-3
YMCA
PROJECT
2009 BONDS BOND
DEBT SERVICE
Annual
Principal Interest Total
Total Balance
12/17/2009
2500000
2/1/2010
19410
19410 10410
2500000
8/1/2010
81250 81250
2500000
211/2011
101000 81250 91250
172500
2490000
811/2011
30000
80925
110925
2460000
2/1/2012
35000 79950
114950 225875
2425000
8/1/2012
35000 78813
113813
2390000
2/1/2013
35000 77675
112675
226488 2355000
8/1/2013
35000 76538 111538
2320000
2/1/2014
40000 75400 115400
226938 2280000
8/1/2014
40000 74100
114100
2240000
2/1/2015
40000 72800
112800 226900
2200000
8/1/2015
40000
71500 111500
2160000
2/1/2016
40000
70200
110200 221700 2120000
8/1/2016
40000 68900
108900
2080000
2/1/2017
45000
67600 112600
221500
2035000
8/1/2017
40000
66138
106138
1995000
2/1/2018
45000
64838 109838
215975
1950000
8/1/2018
45000 63375
108375
1905000
2/1/2019
45000
61913 106913
215288 1860000
8/1/2019
45000 60450
105450
1815000
2/1/2020
50000
58988 108988
214438 1765000
8/1/2020
40000 57363
97363
1725000
2/1/2021
40000
56063 96063 193425
1685000
8/1/2021
85000
54763 139763
1600000
2/1/2022
85000 52000
137000 276763
1515000
8/1/2022
85000 49238
134238
1430000
2/1/2023
85000
46475
131475 265713
1345000
8/1/2023
90000 43713
133713
1255000
2/1/2024
90000 40788
130788 264500
1165000
8/1/2024
95000 37863
132863
1070000
2/1/2025
95000
34775
129775 262638 975000
8/1/2025
100000 31688
131688
875000
2/1/2026
100000
28438 128438
260125 775000
8/1/2026
105000 25188
130188
670000
2/1/2027
105000
21775 126775
256963 565000
8/1/2027
110000 18363
128363
455000
2/1/2028
110000
14788
124788 253150
345000
8/1/2028
115000 11213
126213
230000
2/1/2029
115000
7475
122475 248688
115000
8/1/2029
115000
3738
118738 118738
2500000
2087710 4587710
4587710
YMCA
Increment has been assessed
and wifl be includec in
increment in 2010 for the first time
A-4
WINTERFIELD
PROJECT
2005
BONDS BOND
SERIES SERIE
DEBT SERVICE
ANNUAL
PRINCIPAL INTEREST TOTAL
TOTAL
811/2009
300000
2/1/2010
50000 10500 60500 60500 250000
8/1/2010
50000
8750
58750
200000
2/1/2011
50000 7000
57000 115750
150000
8/1/2011
50000
5250 55250 100000
2/1/2012
50000 3500 53500 108750
50000
8/1/2012
50000 1750
51750 51750
2/1/2013
8/1/2013
2/1/2014
8/1/2014
2/1/2015
8/1/2015
2/1/2016
8/1/2016
2/1/2017
8/1/2017
2/1/2018
8/1/2018
2/1/2019
8/1/2019
2/1/2020
8/1/2020
2/1/2021
Total
300000
36750 336750 336750
A-S
WINTERFIELD PROJECT
2005
BONDS BOND
SERIES SERIE
DEBT SERVICE
bJAw
BONDS BOND
ANNUAL
PRINCIPAL INTEREST TOTAL TOTAL Balance
8/1/2009
2600000
2/1/2010
2600000
8/1/2010
2600000
2/1/2011
2600000
8/1/2011
2600000
2/1/2012
2600000
8/1/2012
2600000
2/1/2013
110000
91000
201000
201000
2490000
8/1/2013
120000 87150 207150 2370000
2/1/2014
120000 82950 202950 410100 2250000
8/112014
130000
78750 208750 2120000
2/1/2015
130000 74200 204200 412950 1990000
8/1/2015
140000 69650
209650 1850000
2/1/2016
140000 64750 204750 414400 1710000
8/1/2016
150000 59850 209850 1560000
2/1/2017
150000 54600 204600 414450 1410000
8/1/2017
160000 49350 209350 1250000
2/1/2018
160000 43750 203750 413100 1090000
8/1/2018
170000 38150 208150 920000
2/1/2019
170000 32200 202200 410350 750000
8/1/2019 180000
26250 206250 570000
2/1/2020
180000 19950 199950 406200
390000
8/1/2020
190000 13650 203650 200000
2/1/2021
200000 7000
207000 410650
Total
2600000 893200 3493200 3493200
A-6
JSG
PROJECT
2006
BONDS BOND
SERIES SERIE
DEBTSERVICE
Annual
DATE
PRINCIPAL INTEREST TOTAL Total Balance
8/1/2009
310000.00
2/112010
40000
4263
44263
44263 270000.00
8/1/2010 40000
3713 43713 230000.00
2/1/2011
42600 3163 45663
89375 187500.00
8/1/2011
42500 2578 45078
145000.00
2/1/2012
47600 1994 49494 94572 97500.00
8/1/2012
47500 1341 48841
5000000
2/1/2013
50000
688
50688 99528
8/1/2013
211/2014
8/1/2014
2/1/2015
811/2015
2/1/2016
811/2016
2/1/2017
8/1/2017
2/1/2018
8/1/2018
2/1/2019
8/1/2019
2/1/2020
7/30/2029
2/1/2021
Total
310000 17738
327738 327738
A-7
ACTIVE PRODUCTS PRODUCT PROJECT
2006
BONDS BOND
SERIES SERIE
DEBT SERVICE
Annual
DATE
PRINCIPAL
INTEREST
TOTAL Total Balance
811/2009 1480000.00
2/1/2010
30000 20350
50350 50350
1450000.00
8/1/2010
30000 19938 49938 1420000.00
2/1/2011
35000 19525 54525 104463 1385000.00
8/1/2011
40000
19044
59044 1345000.00
2/1/2012
45000 18494 63494 122538 1300000.00
8/1/2012
50000 17875 67875 1250000.00
211/2013
55000 17188 72188 140063 1195000.00
8/1/2013
55000 16431 71431 1140000.00
2/1/2014
45000 15675 60675 132106 1095000.00
8/1/2014
45000 15055 60056 1050000.00
2/1/2015
60000 14438 74438 134494 990000.00
8/112015
60000 13613 73613 930000.00
2/1/2016
72500 12788 85288 158900 857500.00
8/1/2016
72500 11791 84291 785000.00
2/1/2017
77500 10794 88294 172584 707500.00
8/1/2017
77500 9728 87228 630000.00
2/1/2018
82500 8663 91163 178391 547500.00
8/1/2018
82500 7528 90028 465000.00
2/1/2019
87500 6394 93894 183922 377500.00
6/1/2019
87500
5191 92691
290000.00
2/1/2020
95000 3988 98988 191678 195000.00
8/1/2020
95000 2681 97681 100000.00
2/1/2021
100000 1375
101375 199066
Total
1480000 288544 1768544 1768544
A-8
LJEANHELLER
Scot
tory of
State
RENEE PARKER
ClucfDepttry
Secretary
of
State
PAMELA RUCKEL
Deputy
Secretary
for
Sour/rent Nevada
STATE
OF NEVADA
OFFICE
OF THE
SECRETARY
OF STATE
Cf-L4RLESE
MOaKE
Seauties Seautie Adnrintst rotor
SCCYT
ANDERSON
Deputy Secretary
for
Commercial Recordings Recording
ELLJCKhSU
Deputy
Secretary
for
Elections Election
Job Number
C20060928-1459
Filing
Acknowledgement
Corporation
Number
E0723672006-3
September
28
2006
Filing
Description
Articles Article
of
Incorporation
Document Filing
Number
20060622264-00
Date/Time
of
Filing
September 28
2006
014531
PM
Corporation
Name
GLOBAL
CONSULTiNG
INC
Resident
Agent
CLAUDE
BROCK
The
attached documents document
were
filed
with the Nevada Secretary
of
State
Commercial
Recordings Recording
Division The
filing
date
and time
have been
affixed to
each document
indicating
the date and
time of
filing
filing
number
is also affixed
and
can
be
used to
reference
this thi document
in the
future
Commercial Recording
Division
202
Carson Street
Carson
City
Nevada
8970 1-4069
Telephone
775
684-5708
Fax 775
684-7138
Respectfully
DEAN HELLER
Secretary
of State
DEA
I-fELLER
Secretary of
St ate
PENEE
PAPIQIR
C/clef Deputy
Secret
it
of
State
PAMELA RUOQIL
Deputy
Sect
etaty
for
Southenc Nevada
STATE
OF NEVADA
OFFICE
OF THE
SECRETARY
OF
STATE
C/-IA
RLES RLE MUQRE
Seoirltccs Seoirltcc
liluuistrator
SCOTT ANDERSON
Deputy Secreraty
far
Coniurerciaf Recordiugs Recordiug
ELLIC.KHSU
Deputy Seccatocy
for
Elecliacs Elecliac
Job
Number
C20060928-1459
Reference Number
Expedite
Through
Date
The
undersigned
filing
officer
hereby
certifies certifie
that the attached copies copie
are true
and exact
copies copie
of
all
requested
statements statement
and
related
subsequent
documentation
filed
ith the
Secretary
of States State Office
Commercial Recordings Recording
Division
listed on
the atached
report
By
Commercial Recording
Division
202 Carson
Street
Carson
City
Nevada 8970
1-4069
Telephone 775
684-5708
Fax
775684-7138
Respectfully
Certified
Copy
September
28
2006
Document
Numbers Number
20060622264-00
Description
Articles Article
of
Incorporation
Number
of
Pages Page
Pages/i Copies Copie
1-ELLER
En8tv
II
7236720063
Dq6u.mcnt
Nurner
06062
26400
Dare Filed
9/28/2006
14531 PM
In the office
of
Dean Heller
Secretary
of
State
Important
Read attached
Instructions Instruction
before completing
form
ova
SPACE
is FOR OFFiCE
use ONLY
GLOBAL
IVESTMENT
CONSULTING
INC
__________
_.__._
.-
SQL42Qnt
ndSE aSAt
BROCK
2Q5
HarmoQAve..
902
LaS
NEVADA
89109
Zip
Code
flNvad
Street Address Addres
_______
State
_L.
Number
at shares share
Number
of shares share
with
par
value
Par
value $..
without par
value
________________
me
MIiAEL
AN
CA
91762
palmetto
Ave
203
OntariO
g-- Zede
ci
Mdress Mdres
Stale ZCode
The purpose
of thS Corporalton
shall
be
fl4VESTMENT
CONSULTING
_____
Na
MICHAEL
AN
CA
91762
i1 palmetto
Ave
203
cileZIPCoda
Mdress Mdres
..
of
Agori
the
above
named corporation
09/27/2006
Date
_____________
Noaoa
5.ootary
ol Bust
Form 78 ARTiCLES ARTiCLE
200
Reused 00
l0/O-TiO5
DEAN
HELLER
Secretary
of
State
206 North
Carson
Street
Canon City
Nevada
82101-4299
775684
5708
Websita
secretaryofstate.blz
Articles Article
of Incorporation
PURSUANT
TO
NRS
78
1IQi
bar
zedU
i2
mthfl
jfQ9Qi
gumof
j QQQftOti
QflCiOOf
This Thi
form
must be accompanied
by
appropriate
fees fee
DEAN
HELI.ER
secretary
of Slate
202 North
Carson
Street
Carson City
Nevada
897014201
T75
684 5708
Webs Web
5yoMtattbtZ
ABOVE SPACE
OpPICE
tEE ONLY
General
instructionS instruction
for
this thi
form
Please
pdnt
legibly
or type
Black Ink
Only
Compl
all fields field
Ensure
that
document
Is
signed
In
signature
field
In the
matter
of GWBj
hereby
state
that on
09/27I20O4
accepted
the appointment
as
resident aQent
for
the
above
named
business busines
entity
The
sfreet
address addres
of
the
resident agent
in this thi
state
is as
follows follow
2OE
1on
Ave
____
physical
Street Address Addres
zaa
y q4s y q4
NEVADA
City
Optional
1910
W.
Carry
Ave
Additional
Mailing
Address Addres
CA
City
902
______
8910JL.__
Zip
Code
Suite
nuintef
92104
ZipCode
09/27/2006
Date
NCQib
tret.ry
Si8
dentAgentAccePth
oi
cc
CORPORATE
CHARTER
DEAN HELLER
the
duly
elected
and
qualified
Nevada Secretary
of State
do hereby ceni
that
GLOBAL
INVESTMENT
CONSULTG
did on September
28
2006
file
in this thi
office
the
original
Articles Article
of
Incoorafiofl
that said
Articles Article
of
IncooratiOn
are
now on
file and
of
record
in the office
of the Secretary
of State
of the State
of Nevada
and rther
that said
Articles Article
contain
all the
provisions provision
required by
the
law of said State
of Nevada
WIThESS WIThES
WHEOF
have hereunto
set
my
hand and
affixed
the Great
Seal
of
State
at
my
office
on September
28
2006 14
By
______________ ___________________
BY-LAWS BY-LAW
OF
GLORAL
INVRSmMFrJT
rnNsIlT.PTIJc
TNC
NEVADA CORPORATION
ARTICLE ONE
OFFICES OFFICE
Section Il
Registered Office The
registered
office
of this thi
corporation
shall be in
the
County
of
CLARK State of
Nevada
Section 1.2 Other Offices Office
The
corporation
may
also have offices office at such
other
places place
both within and without
the State of Nevada
as the Board of Directors Director
may
from
time to time
determine
or the business busines of the
corporation
may require
ARTJCLE TWO
MEETINGS MEETING OF STOCKHOLDERS STOCKHOLDER
Section
2.1
Place All
annual
meetings meeting
of the
stockholders stockholder
shall
be held at
registered
office of the
corporation
or at such other
place
within
or without the State of Nevada
as the
directors director shall
determine
Special
meetings meeting
of the stockholders stockholder
may
be held
at such time and
place
within
or
without
the State of Nevada
as
shall be stated
in the notice of the
meeting
or in
duly executed waiver of notice thereof
Section 2.2 Annual
Meetings Meeting
Annual
meetings meeting
of the
stockholders stockholder
commencing
with
the
year 20flF
shall be held
on
the
2nd
fqe5
day
of
..flaee4e-r
JuNE
each
year
if not
legal holiday and
if
legal holiday
then
on
the
next
secular
day following
or at such
other time as
may
be set
by
the Board
of
Directors Director from time
to
time
at which the
stockholders stockholder shall elect
by
vote Board of Directors Director and
transact such other
business busines
as
may properly
be
brought
before the
meeting
Section 2.3
Special Meeting Special
meetings meeting
of the
stockholders stockholder
for
any purpose
or
purposes purpose
unless unles otherwise
prescribed by
statute
or
by
the Articles Article of
Incorporation
may
be
called
by
the
President or the
Secretary by
resolution of the Board of
Directors Director or at the
request
in
writing
of stockholders stockholder
owning
majority
in
amount
of
the entire
capital
stock of
the
corporation
issued
and
outstanding
and entitled
to vote Such
request
shall
state
the
purpose
of
the
purposed
meeting
Section
2.4 Notices Notice of
Meetings Meeting
Notices Notice of
meetings meeting
shall be in
writing
and
signed by
the President
or Vice-President
or
the
Secretary
or an Assistant
Secretary or
by
such other
person
or
persons person
as
the
directors director shall
designate
Such notice shall state the
purpose
or
purposes purpose
for which the
meeting
is called and the time
and the
place
which
may
be within or without this thi
State where it is
to
be held
copy
of such notice
shall be either delivered
personally
to
or
shall
be
mailed
postage prepaid
to each stockholder
of record entitled
to vote at such
meeting
not less les
than
ten nor
more
than
sixty days day
before such
meeting
If
mailed
it shall be
directed to
stockholder
at his address addres
as
it
appears appear upon
the records record of
the
corporation
and
upon
such
mailing
of
any
such
notice
the service thereof
shall be
complete
and the
time of the notice shall
begin
to run from the
date
upon
which such notice
is
deposited
in the mail
for transmission
to
such stockholder Personal
delivery
of
any
such notice to
any
officer
of
corporation
or
association or to
any
member of
partnership
shall constitute
delivery
of such notice
to
such
notice of and
prior
to the
holding
of the
meeting
it
shall not
be
necessary
to
deliver
or mail notice
of the
meeting
to the transferee
Section 2.5
Purpose
of
Meetings Meeting
Business Busines transacted at
any
special meeting
of
stockholders stockholder
shall be limited to the
purposes purpose
stated in the notice
Section 2.6
Quorum
The holders holder of
majority
of the stock issued and
outstanding
and
entitled to vote
thereat
present
in
person
or
represented by proxy
shall constitute
quorum
at all
meetings meeting
of the stockholders stockholder for the transaction of business busines
except
as
otherwise
provided by
statute or
by
the
Articles Article
of
Incorporation
If however
such
quorum
shall not be
present
or
represented
at
any meeting
of the
stockholders stockholder
the stockholders stockholder entitled
to vote thereat
present
in
person
or
represented by
proxy
shall have
power
to
adjourn
the
meeting
from time to
time
without notice other than
announcement at the
meeting
until
quorum
shall be
present
or
represented
At such
adjourned meeting
at which
quorum
shall be
present
or
represented any
business busines
may
be transacted which
might
have been transacted
at
the
meeting
as
originally
notified
Section
2.7
Voting
When
quorum
is
present
or
represented
at
any
meeting
the vote of
the holders holder of
majority
of the stock
having
voting power present
in
person
or
represented by
proxy
shall be sufficient
to
elect directors director
or to
decide
any
questions question brought
before such
meeting
unless unles
the
question
is one
upon
which
by express expres provision
of the statutes statute or of the
Articles Article of
Incorporation
different vote is
required
in which
case
such
express expres
provision
shall
govern
and
control the
decision
of such
question
Section 2.8 Share
Voting
Each stockholder of record of the
corporation
shall
be
entitled
at each
meeting
of stockholders stockholder to
one vote
for each
share of stock
standing
in his name on the
books book of the
corporation Upon
the demand of
any
stockholder
the vote for directors director and the
vote
upon any question
before the
meeting
shall be
by
ballot
Section 2.9
Proxy
At the
meeting
of the stockholders stockholder
any
stockholder
may
be
presented
and vote
by proxy
or
proxies proxie appointed by
an instrument
in
writing
In the event that
any
such
instrument
in
writing
shall
designate
two or
more
persons person
to
act as
proxies proxie majority
of
such
persons person present
at the
meeting or
if
only
one shall be
present
then that one shall have and
may
exercise all of the
powers power
conferred
by
such written instrument
upon
all of the
persons person
so
designated
unless unles the instrument shall otherwise
provide
No
proxy
or
power
of
attorney
to vote
shall be used
to vote at
meeting
of the stockholders stockholder unless unles it shall have been filed with the
secretary
of the
meeting
when
required by
the
inspectors inspector
of election
All
questions question regarding
the
qualification
of
voters voter
the
validity
of
proxies proxie
and the
acceptance
or
rejection
of
votes vote
shall be
decided
by
the
inspectors inspector
of election who shall
be
appointed by
the Board of
Directors Director or
if
not
so
appointed
then
by
the
presiding
officer of the
meeting
Section
2.10
Written Consent in Lieu of
Meeting Any
action which
may
be taken
by
the
vote of the stockholders stockholder at
meeting
may
be taken
without
meeting
if authorized
by
the written
consent
of stockholders stockholder
holding
at least
majority
of the
voting
power
unless unles the
provisions provision
of
the statutes statute
or
of the Articles Article of
Incorporation require
greater proportion
of
voting
power
to
authorize such action in
which case such
greater proportion
of written
consents consent shall be
required
ARTJCLE THREE
DIRECTORS DIRECTOR
Section 3.1
Powers Power The business busines of the
corporation
shall be
managed by
its Board of
Directors Director which
may
exercise all
such
powers power
of the
corporation
and do all such
lawful acts act and
things thing
as are not
by
statute
or
by
the
Articles Article of
hicorporation
or
by
these
Bylaws Bylaw
directed
or
required
to be exercised or done
by
the stockholders stockholder
Section 3.2
Number of Directors Director The number of
directors director
which
shall constitute the
whole
board shall be Three
The number of directors director
may
from time to time
be increased
or
decreased
to not less les than
one nor more
than
fifteen
by
action of the Board of
Directors Director The directors director shall be
elected at the annual
meeting
of the
stockholders stockholder and
except
as
provided
in Section of this thi
Article
each director
elected shall hold office until his
successor is
elected and
qualified
Directors Director need not be stockholders stockholder
Section 3.3 Vacancies Vacancie
Vacancies Vacancie in the Board of Directors Director
including
those caused
by
an
increase in the number of
directors director
may
be
filled
by majority
of the
remaining
directors director
though
less les than
quorum
or
by
sole
remaining
director
and each director
so elected shall
hold
office until his successor is elected at
an annual or
special
meeting
of the stockholders stockholder
The holders holder of two-thirds two-third of the
outstanding
shares share of stock
entitled to vote
may
at
any
time
peremptorily
terminate the term of office of all
or
any
of
the directors director
by
vote at
meeting
called
for such
purpose
or
by
written
statement filed with the
secretary
or
in his
absence
with
any
other officer Such
removal shall be effective
immediately
even if
successors successor are not
elected
simultaneously
and vacancies vacancie
on
the
Board of Directors Director
resulting
therefrom
shall be filled
only
by
the stockholders stockholder
vacancy
or vacancies vacancie in the Board of Directors Director shall
be deemed to exist in
case
of the
death
resignation or
removal of
any
directors director
or if the authorized number of
directors director be
increased or
if the
stockholders stockholder fail at
any
annual
or
special meeting
of stockholders stockholder at which
any
director or directors director
are
elected
to elect the full authorized number of directors director
to
be
voted
for at that
meeting
The stockholders stockholder
may
elect
director or directors director at
any
time
to fill
any vacancy
or
vacancies vacancie
not
filled
by
the directors director If the Board of
Directors Director
accepts accept
the
resignation
of
director tendered to take effect
at future
time
the Board
or
the stockholders stockholder
shall have
power
to
elect
successor to
take
office when the
resignation
is to become effective
No
reduction of the authorized number
of directors director shall have the effect of
removing
any
director
prior
to
the
expiration
of his term of office
ARTICLE FOUR
MEETINGS MEETING OF THE BOARD OF DIRECTORS DIRECTOR
Section 4.1 Place
Regular
meetings meeting
of the Board of
Directors Director
shall
be held at
any
place
within
or
without the State which
has
been
designated
from time to time
by
resolution of the
Board or
by
written consent of all members member of the Board In the
absence of such
designation
regular meetings meeting
shall be held
at the
registered
office of the
corporation Special meetings meeting
of the
Board
may
be held either at
place
so
designated
or at the
registered
office
Section 4.2 First
Meeting
The first
meeting
of each
newly
elected Board of Directors Director
shall
be
immediately following
the
adjournment
of the
meeting
of stockholders stockholder and at
the
place
thereof No notice
of such
meeting
shall be
necessary
to the directors director in
order
legally
to
constitute the
meeting provided
quorum
be
present
In the
event
such
meeting
is not so
held
the
meeting
may
be
held at
such
time and
place
as shall be
specified
in notice
given
as
hereinafter
provided
for
special meetings meeting
of the Board of Directors Director
Section
4.3
Regular Meetings Meeting Regular meetings meeting
of the Board of
Directors Director
may
be held
without call or notice at such time
and at such
place
as shall from time to time be fixed
and
determined
by
the Board of Directors Director
Section 4.4
Special Meetings Meeting
Special Meetings Meeting
of the
Board of Directors Director
may
be called
by
the Chairman
or
the President
or
by
any
Vice-President or
by any
two directors director
Written notice of the time and
place
of
special meetings meeting
shall be delivered
personally
to
each
director
or
sent to
each
director
by
mail
or by
other form of written
communication
charges charge prepaid
addressed to him at his address addres
as it is showii
upon
the records record or if not
readily
ascertainable
at the
place
in which
the
meetings meeting
of the directors director are
regularly
held In
case such
notice is
mailed or
telegraphed
it shall be
deposited
in the United
States State mail or delivered to the
telegraph
company
at least
forty-eight 48
hours hour
prior
to the time of the
holding
of the
meeting
In case such notice is delivered
as above
provided
it shall be
so
delivered
at least
twenty-four
24
hours hour
prior
to the time of
holding
of the
meeting
Such
mailing telegraphing
or
delivery
as
above
provided
shall be
due
legal
and
personal
notice to such director
Section 4.5 Notice Notice
of the time and
place
of
holding
an
adjourned meeting
need
not
be
given
to the absent directors director if the time and
place
be
fixed at the
meeting adjourned
Section 4.6 Waiver The transactions transaction
of
any
meeting
of the Board of
Directors Director however
called and noticed
or wherever
held
shall be
as
valid
as
though
had
meeting duly
held after
regular
call and
notice
if
quorum
be
present
and if either before
or
after the
meeting
each
of
the
directors director not
present
signs sign
written waiver of
notice or consent to
holding
such
meeting
or
an
approval
of the minutes minute thereof All
such
waivers waiver
consents consent
or
approvals approval
shall
be
filed
with
the
corporate
records record or made
part
of the minutes minute of
the
meeting
Section 4.7
Quorum
majority
of the authorized number of
directors director shall be
necessary
to constitute
quorum
for the transaction
of
business busines
except
to
adjourn
as
hereinafter
provided Every
act
or
decision
done or made
by majority
of the directors director
present
at
meeting
duly
held
at which
quorum
is
present
shall
be
regarded
as the act of the Board of
Directors Director
unless unles
greater
number is
required by
law
or
by
the Articles Article of
Incorporation Any
action of
majority although
not at
regularly
called
meeting
and the record
thereof
if
assented to in
writing by
all
of the other members member of the Board
shall
be
as valid and effective in all
respects respect
as
if
passed by
the Board in
regular
meeting
Section 4.8
Adjournment quorum
of the directors director
may adjourn any
directors director
meeting
to
meet
again
at
stated
day
and
hour
provided
however
that in the
absence
of
quorum
majority
of the directors director
present
at
any
directors director
meeting
either
regular
or
special may adjourn
from time
to time until
the
time
fixed
for the next
regular meeting
of the Board
ARTICLE FIVE
COMMITTEES COMMITTEE OF DIRECTORS DIRECTOR
Section 5.1
Power to Designate The Board of Directors Director
may by
resolution
adopted
by
majority
of whole
Board
designate
one or more committees committee of the Board of
Directors Director
each
committee to consist of one
or more
of the directors director of the
corporation
which
to the extent
provided
in the
resolution
shall have
and
may
exercise the
power
of the Board of Directors Director in
the
management
of
the
business busines
and
affairs affair of the
corporation
and
may
have
power
to authorize the
seal of the
corporation
to be affixed to all
papers paper
which
may require
it Such committees committee shall
have
such name or names name as
may
be determined from time to time
by
the Board of Directors Director
The members member of
any
such committee
present
at
any
meeting
and not
disqualified
from
voting
may
whether
or not
they
constitute
quorum
unanimously
appoint
another member of the
Board of Directors Director to act at the
meeting
in the
place
of
any
absent
or
disqualified
member At
meetings meeting
of such
committees committee
majority
of the
members member or alternate members member shall constitute
quorum
for
the
transaction of
business busines
and the act of
majority
of the members member
or
alternate
members member at
any
meeting
at which there is
quorum
shall be the
act
of the
committee
Section 52
Regular
Minutes Minute The committees committee shall
keep regular
minutes minute of their
proceedings proceeding
and
report
the same to the Board of Directors Director
Section 5.3 Written Consent
Any
action
required or
permitted
to
be taken
at
any
meeting
of the Board of Directors Director
or
of
any
committee thereof
may
be taken without
meeting
if
written consent thereto
is
signed by
all members member of the Board of Directors Director or of such
con-in-iittee as the case
may
be and such written consent is filed with the minutes minute of
proceedings proceeding
of the Board or committee
ARTICLE SIX
COMPENSATION
OF DIRECTORS DIRECTOR
Section 6.1
Compensation The directors director
may
be
paid
their
expenses expense
of attendance at
each
meeting
of the Board of Directors Director and
may
be
paid
fixed
sum
for attendance
at each
meeting
of the Board of Directors Director
or stated
salary
as director No such
payment
shall
prelude
any
director from
serving
the
corporation
in
any
other
capacity
and
receiving compensation
therefor Members Member of
special
or
standing
committees committee
may
be allowed like reimbursement and
compensation
for
attending
committee
meetings meeting
ARTICLE SEVEN
NOTICES NOTICE
Section 7.1
Notice Notices Notice to directors director and stockholders stockholder shall be in
writing
and delivered
personally
or
mailed
to
the directors director
or stockholders stockholder at their addresses addresse
appearing
on
the books book of
the
corporation
Notice
by
mail
shall be deemed to be
given
at the time when the
same
shall be
mailed Notice
to directors director
may
also be
given
by telegram
Section 7.2 Consent Whenever
all
parties partie
entitled to vote at
any meeting
whether of
directors director or
stockholders stockholder
consent
either
by writing
on the records record of the
meeting
or filed with
the
secretary
or
by
presence
at such
meeting
and oral consent entered
on
the
minutes minute or
by
taicing
part
in the deliberations deliberation
at
such
meeting
without
objection
the
doings doing
of such
meetings meeting
shall be
as
valid
as if
they
had occurred at
meeting regularly
called
and
noticed
and at such
meeting
any
business busines
may
be transacted which is
not
excepted
from
written
consent or to the
consideration of
which no
objection
for want of notice is made
at
the
time
and if
any
meeting
be
irregular
for want of notice or of such
consent
provided
quorum
was
present
at such
meeting
the
proceedings proceeding
of said
meeting
may
be ratified and
approved
and rendered likewise valid
and the
irregularity
of defect therein waived
by writing
signed by
all
parties partie having
the
right
to vote at
such
meetuig
and such consent
or
approval
of stockholders stockholder
may
be
by
proxy
or
attorney
but all
such
proxies proxie
and
powers power
of
attorney
must
be in
writing
Section 7.3
Waiver of Notice Whenever
any
notice whatsoever
is
required
to be
given
under the
provisions provision
of the
statutes statute of the Articles Article of
Incorporation
or
of these
Bylaws Bylaw
waiver
thereof in
writing
signed by
the
person
or
persons person
entitled to said
notice
whether before
or
after
the
time
stated
therein
shall be deemed
equivalent
thereto
ARTICLE EIGHT
OFFICERS OFFICER
Section 8.1
Appointment
of
Officers Officer The officers officer of the
corporation
shall be
chosen
by
the Board of Directors Director and shall be
President
Secretary
and Treasurer
Any
person may
hold
two
or more offices office
Section 8.2
Time of
Appointment
The Board of
Directors Director at its first
meeting
after each
annual
meeting
of stockholders stockholder shall choose Chairman of
the Board who shall be
director
and
shall choose
President Secretary
and
Treasurer none of whom need be directors director
Section 8.3 Additional
Officers Officer The Board of Directors Director
may
appoint
Vice-Chairman of
the
Board
Vice-Presidents Vice-President
and one or
more
Assistant Secretaries Secretarie
and Assistant Treasurers Treasurer and
such other officers officer and
agents agent
as
it
shall deem
necessary
who
shall
hold
their offices office for such
terms term and shall exercise such
powers power
and
perform
such duties dutie
as shall be determined from time
to
time
by
the Board of Directors Director
Section 8.4 Salaries Salarie The
salaries salarie and
compensation
of all
officers officer
of
the
corporation
shall
be fixed
by
the Board of Directors Director
Section 8.5 Vacancies Vacancie The officers officer
of the
corporation
shall hold office
at
the
pleasure
of
the
Board of Directors Director
Any
officer elected
or
appointed by
the Board of Directors Director
Any
vacancy
occurring
in
any
office of the
corporation by death
resignation
removal
or
otherwise
shall be filled
by
the
Board of Directors Director
Section 8.6 Chairman of the Board The Chairman of the Board shall
preside
at
meetings meeting
of the
stockholders stockholder and the Board of Directors Director and shall see that all orders order and resolutions resolution of the
Board of Directors Director
are
carried into effect
Section 8.7 Vice-Chairman
The
Vice-Chairman
shall
in the absence Or
disability
of the
Chairman of the
Board
perform
the duties dutie and exercise the
powers power
of the Chairman of the Board
and shall
perform
such other duties dutie
as the
Board of
Directors Director
may
from
time
to
time
prescribe
Section 8.8
President
he
President shall be the chief executive officer of the
corporation
and shall have active
management
of the business busines of the
corporation
He shall
execute on
behalf
of the
corporation
all instruments instrument
requiring
such execution
except
to the extent the
signing
and
execution thereof shall be
expressly designated by
the
Board
of Directors Director
to some
other officer
or
agent
of the
corporation
Section 8.9 Vice-President
The Vice-President shall act under the direction of the
President and in the absence
or
disability
of the President shall
perform
the
duties dutie
and
exercise
the
powers power
of
the President
They
shall
perform
such other duties dutie and have such other
powers power
as
the President
or
the Board of Directors Director
may
fromtime to
time
prescribe
The
Board
of Directors Director
may
designate
one or more Executive Vice-Presidents Vice-President
or
may
otherwise
specify
the order of
seniority
of the Vice-Presidents Vice-President The duties dutie
and
powers power
of the President
shall
descend
to
the
Vice-Presidents Vice-President in such
specified
order of
seniority
Section 8.10
Secretary
The
Secretary
shall act under the direction of the President
Subject
to the direction of the President he shall attend all
meetings meeting
of the Board of Directors Director and
all
meetings meeting
of
the stockholders stockholder and record the
proceedings proceeding
He shall
perform
like duties dutie for the
standing
committees committee when
required
He shall
give
or cause
to be
given
notice of all
meetings meeting
of
the stockholders stockholder and
special meetings meeting
of the Board of
Directors Director
and shall
perform
such other
duties dutie as
may
be
prescribed
by
the President
or
the Board of Directors Director
Section 8.11
Assistant Secretaries Secretarie The Assistant Secretaries Secretarie shall act under the direction
of the President In order of their
seniority
unless unles otherwise determined
by
the President
or the
Board of
Directors Director
they
shall
in the
absence or
disability
of the
Secretary perform
such other
duties dutie and exercise the
powers power
of the
Secretary They
shall
perform
such other duties dutie and have
such other
powers power
as
the President
or the Board of Directors Director
may
fromtime to time
prescribe
Section 8.12 Treasurer the Treasurer shall
act
under the direction of the President
Subject
to the direction of the President
he shall have
custody
of the
corporate
funds fund and
securities securitie and shall
keep
full and accurate
accounts account
of
receipts receipt
and disbursements disbursement in books book
belonging
to the
corporation
and shall
deposit
all monies monie and other valuable effects effect in the name
and
to
the credit of
the
corporation
in such
depositories depositorie
as
may
be
designated by
the Board of
Directors Director He shall disburse the funds fund of the
corporation
as
may
be
ordered
by
the President or
the Board of
Directors Director taking
proper
vouchers voucher for such
disbursements disbursement
and shall render
to
the
President and the Board of
Directors Director
at its
regular
meetings meeting
or when the Board of directors director
so
requires require
an account of all his transactions transaction
as Treasurer and of the financial condition of the
corporation
Section 8.13
Surety
If
required by
the Board of
Directors Director
he shall
give
the
corporation
bond in such
sum
surety
or
sureties suretie
as shall
be
satisfactory
to
the Board of Directors Director for the
faithful
performance
of the duties dutie of his office and for the
restoration to
the
corporation
in
case
of his
death
resignation
retirement
or
removal from
office
of all
books book
papers paper
vouchers voucher
money
and
other
property
of whatever kind in his
possession
or
under his control
belonging
to
the
corporation
Section
8.14
Assistant Treasurer The Assistant Treasurer
in
the order
of their
seniority
unless unles
otherwise determined
by
the President
or
the Board of
Directors Director shall
in the absence or
disability
of the
Treasurer
perform
the duties dutie and exercise the
powers power
of the Treasurer
They
shall
perform
such other duties dutie and have such other
powers power
as
the President or the Board of
Directors Director
may
fromtime to time
prescribe
ARTICLE NINE
CERTIFICATES CERTIFICATE OF STOCK
Section 9.1 Share Certificates Certificate
Every
stockholder shall be entitled
to
have certificate
signed by
the President
or
Vice-President and the Treasurer
or an
Assistant
Treasurer or
the
Secretary
of the
corporation certifying
the number of shares share owned
by
him in the
corporation
If
the
corporation
shall be authorized to issue
more
than
one
class clas of stock
or more
than
one
series serie
of
any
class clas
the
designations designation preferences preference
and
relative
participating
optional
or other
special
rights right
of the various variou classes classe of stock
or series serie thereof and the
qualifications qualification
limitations limitation or
restrictions restriction of such
rights right
shall be
set
forth in full
or
summarized
on
the face
or
back of
certificate which the
corporation
shall issue to
represent
such stock
Section
9.2
Transfer Agents Agent If certificate is
signed by
transfer
agent
other than the
corporation
or
its
employees employee
or
by registrar
other than the
corporation
or
its
employees employee
the
signatures signature
of the officers officer of the
corporation
may
be facsimiles facsimile In case
any
officers officer who has
signed
or
whose facsimile
signature
has been
placed
upon
certificate shall cease to be such
officer before such certificate is
issued
such certificate
may
be issued with the
same
effect
as
though
the
person
had not ceased to be such officer The seal of the
corporation
or
facsimile
thereof
may
but need
not be
affixed
to certificates certificate of stock
Section 9.3 Lost
or
Stolen Certificates Certificate The
Board of directors director
may
direct new certificate
or certificates certificate to be issued in
place
of
any
certificate or certificates certificate theretofore issued
by
the
corporation
alleged
to have been lost
or
destroyed
upon
the
making
of an affidavit to that fact
by
the
person
claiming
the certificate of stock
to be lost or
destroyed
When
authorizing
such issue
of
new certificate or
certificates certificate
the Board of Directors Director
may
in its discretion and
as
condition
precedent
to
the
issuance
thereof
require
the
owner
of such lost
or
destroyed
certificate
or
certificates certificate or
his
legal representative
to advertise the
same
in such
manner as
it shall
require
and/or
give
the
corporation
bond in such
sum as
it
may
direct
as
indemnity against
any
claim
that
may
be
made
against
the
corporation
with
respect
to the
certificate
alleged
to have been lost
or
destroyed
Section 9.4
Share Transfers Transfer
Upon
surrender to the
corporation
or
the
transfer
agent
of the
corporation
of
certificate
for
shares share
duly
endorsed
or
accompanied by
proper
evidence
of
succession
assignment
or
authority
to
transfer
it shall be the
duly
of
the
corporation
if it is
satisfied that
all
provisions provision
of the laws law and
regulations regulation applicable
to the
corporation regarding
transfer and
ownership
of shares share have been
complied
with to issue new certificate to the
person
entitled
thereto
cancel the old certificate and record
the transaction
upon
its books book
Section 9.5
Voting
Shareholder The
Board
of
Directors Director
may
fix in advance
date
not
exceeding sixty 60
days day
nor less les than ten
10
days day preceding
the date of
any meeting
of
stockholders stockholder or
the date for the
payment
of
any
dividend or
date for the allotment of
rights right
or
the
date when
any
change
or conversion or
exchange
of
capital
stock shall
go
into
effect
or
date in connection with
obtaining
the consent of stockholders stockholder for
any purpose
as
record date
for determination of the stockholders stockholder entitled
to
receive
payment
of
any
such
meeting
and
any
adjournment thereof
or entitled to receive
payment
of
any
such
dividend
or to
give
such
consent
and in such
case
such
stockholders stockholder
and
only
such
stockholders stockholder as
shall
be
stockholder
of record
on
the date
so fixed
shall be entitled
to
notice of and
to vote
at such
meeting
or
any
adjournment
thereof or to receive
payment
of such
dividend
or to receive such allotment of
rights right or to
exercise such
rights right
or
to
give
such
consent
as
the
case
may
be
notwithstanding
any
transfer of
any
stock
on
the books book
of the
corporation
after
any
such record date fixed as aforesaid
Section 9.6 Shareholders Shareholder
Record The
corporation
shall be entitled to
recognize
the
person
registered
on its books book as the
owner
of shares share to be the exclusive
owner
for all
purposes purpose
including voting
and
dividends dividend and the
corporation
shall not be bound to
recognize
any
equitable
or other claim to or interest in such share
or
shares share
on
the
part
of
any
other
person
whether
or
not
it shall have
express expres
or other notice thereoi
except
as otherwise
provided by
the laws law of Nevada
ARTICLE TEN
GENERAL PROVISIONS PROVISION
Section 10.1 Dividends Dividend Dividends Dividend
upon
the
capital
stock of the
corporation subject
to
the
provisions provision
of the
Articles Article
of
Incorporation
if
any may
be declared
by
the Board of Directors Director at
any regular
or
special meeting
pursuant
to law
Dividends Dividend
may
be
paid
in
cash
in
property
or in
shares share of the
capital stock subject
to the
provisions provision
of the Articles Article of
Incorporation
Section 10.2
Reserves Reserve Before
payment
of
any
dividend
there
may
be set aside out of
any
funds fund of the
corporation
available for dividends dividend such
sum or sums sum as
the directors director from time
to
time
in their absolute
discretion
think
proper
as reserve or reserves reserve to meet
contingencies contingencie
or
for
equalizing
dividends dividend or for
repairing
or
maintaining any property
of the
corporation
or
for
such other
purpose
as the directors director shall think conducive
to the
interest
of
corporation
and the
directors director
may
modify
or abolish
any
such reserve in the manner in which it was created
Section 10.3
Checks Check
All
checks check or demands demand for
money
and
notes note
of the
corporation
shall
be
signed
by
such officer
or
officers officer
or
such other
person
or
persons person
as
the
Board
of
Directors Director
may
from
time to time
designate
Section
10.4 Fiscal Year The fiscal
year
of the
corporation
shall
be fixed
by
resolution of
the Board of Directors Director
Section 10.5
Corporate
Seal The
corporation
may
or
may
not
have
corporate
seal as
may
from time to time be determined
by
resolution
of the Board of Directors Director If
corporate
seal is
adopted
it shall have
inscribed thereon the
name
of the
Corporation
and the
words word
Corporate
Seal and Nevada The seal
may
be used
by
causing
it or facsimile thereof to be
impressed
or affixed or in
any
manner
reproduced
ARTICLE ELEVEN
TNDEMNIFICATTON
Every
person
who was or is
party
or is threatened to be made
party
to or is involved in
any
action
suit or
proceeding
whether
civil criminal
administrative
or
investigative by
reason
of the fact
that he or
person
of
whom he is the
legal representative
is
or was
director
or
officer
of the
corporation
or
is
or was
serving
at the
request
of the
corporation
or for its benefit as
director or officer of another
corporation
or as
its
representative
in
partnership joint venture
trust or other
enterprise
shall be indemnified and held harmless harmles to the fullest extent
legally
permissible
under
the General
Corporation
Law of the State of Nevada from time to time
against
all
expenses expense
liability
and loss los
including attorneys attorney
fees fee
judgments judgment
fines fine and
amounts amount
paid
or to
be
paid
in
settlement reasonably
incurred in
defending
civil or criminal
action
suit or
proceeding
must
be
paid by
the
corporation as they
are incurred and in advance of the final
disposition
of the
action
suit or
proceeding upon receipt
of
an
undertaking by
or on
behalf of the
director
or
officer
to
repay
the
amount if it is
ultimately
determined
by
court of
competent
jurisdiction
that he is not entitled to be indemnified
by
the
corporation
Such
right
of
indemnification shall be
contract
right
which
may
be enforced in
any
manner desired
by
such
person
Such
right
of indemnification shall not be exclusive of
any
other
right
which such
directors director
officers officer
or
representatives representative
may
have
or
hereafter
acquire
and
without
limiting
the
generality
of
such
statement
they
shall be entitled
to
their
respective rights right
of indemnification
under
any bylaw agreement
vote
of
stockholders stockholder
provision
of law or
otherwise as
well as
their
rights right
under this thi Article
The Board of Directors Director
may
cause the
corporation
to
purchase
and maintain insurance
on
behalf of
any person
who is or
was
director
or
officer of the
corporation
or is or was
serving
at
the
request
of the
corporation
as director or officer of another
corporation or
as its
representative
in
partnership joint venture
trust
or
other
enterprise against
any
liability
asserted
against
such
person
and
incurred in
any
such
capacity
or
arising
out of such
status statu
whether
or not
the
corporation
would have the
power
to
indemnify
such
person
The Board of Directors Director
may
from time to time
adopt
further
Bylaws Bylaw
with
respect
to
indemnification
and
may
amend these and such
Bylaws Bylaw
to
provide
at all times time the fullest
indemnification
permitted by
the Genera
Corporation
Law of the State of Nevada
ARTICLE TWELVE
AMENDMENTS AMENDMENT
Section 2.1
By
Shareholder The
Bylaws Bylaw
may
be amended
by majority
vote
of all
the
stock
issued
and
outstanding
and entitled to vote at
any
annual or
special meeting
of the
stockholders stockholder provided
notice of intention to amend shall have been contained in the notice of the
meeting
Section 12.2
By
Board of Directors Director The Board of Directors Director
by majority
vote
of
the
whole Board at
any
meeting
may
amend these
Bylaws Bylaw including Bylaws Bylaw adopted by
the
stockholders stockholder
but the stockholders stockholder
may
from time
to
time
specify particular provisions provision
of the
Bylaws Bylaw
which shall not be amended
by
the
Board of
Directors Director
APPROVED AND ADOPTED this thi
id
day
of
c/Zi
her
20c9
Secret
ry
CERTIFICATE OF
SECRETARY
hereby
certify
that am the
Secretary
of C6A/
7nrs7fln7LL2ncU//tQ4c
and
that the
foregoing Bylaws Bylaw consisting
of
__________ pages page
constitute
the
code of
Bylaws Bylaw
of
L/Thr.ec t/6nss/A /cc as
duly
adopted
at
regular meeting
of
the Board of Directors Director
of the corporation held %6Xe 30
2O.L
WITNESS WITNES
WHEREOF
have hereunto subscribed
my
name
this thi
day
of rJoht-
2O
\n
Secretary
sr
CERTIFICATE OF
EXISTENCE
WITH
STATUS STATU IN GOOD
STANDING
ROSS ROS
MILLER
the
duly
elected
and
qualified
Nevada
Secretary
of
State
do
hereby certify
that
am by
the laws law
of said
State
the
custodian of the records record
relating
to
filings filing by
corporations corporation non-profit
corporations corporation corporation soles sole
limited-liability
companies companie
limited
partnerships partnership
limited-liability
partnerships partnership
and business busines
trusts trust
pursuant
to Title of
the Nevada
Revised Statutes Statute
which are either
presently
in status statu of
good
standing
or were in
good standing
for
time
period
subsequent
of
1976 and
am
the
proper
officer to
execute this thi certificate
ftirther
certify
that
the records record of the Nevada
Secretary
of
State at the date of this thi
certificate
evidence GLOBAL INVESTMENT
CONSULTING INC
as
corporation
duly organized
under the laws law of
Nevada and
existing
under and
by
virtue of the
laws law of the State
of Nevada
since
September 28
2006
and
is in
good
standing
in
this thi state
iN WITNESS WITNES
WHEREOF have hereunto
set
my
hand and
affixed the Great
Seal of
State
at
my
office
on
February
2009
ROSS ROS MILLER
Secretary
of
State
Electronic
Certificate
Certificate
Number C20090203-2574
You
may
verify
this thi
electronic certificate
online at
http//www.nvsos.govl
2009
Ii
SECRETARyQF51am...
C0RPORATlONS.VIsION
302
WVtshingtonst Rni.Eole
jndianapolisIN46204
cp
.JT1_2epIione
317232-6576
I-
IndianaCode2a-1.49.i at
seq
LLui
rC 16
P11
1145
23-1-49-3
Filing
Fee
$90.00
NOTES NOTE
An
Original
Ceftificateof Existence
duly authenticated by the
pmperauthorfty
from
wrpoiaUonsdomialary
state wit
tin the lest
sixty
60 days day must be submitted with this thi
appication
Regis Regi bred
Agent
vAth
an
Indiana
street atfress atfres
nota P0
BOt
must he fisted
in AR1JCLE IlL
INSIRIJCT1ONS INSIRIJCT1ON Use 812 11 white
pap
for attachnents attachnent
Presesl
origina
and
we
copy
to address addres it the
upperright
come of this thi form
-Please TYPE0rPRJIVT
Please visit ott ofiteon
the web
attwvwsos.in.gov
ARTIcLEJ Name
Name of
Corporation
Must be
identical to name shown in
Art/cles Art/cle of
Incorporation andAn-endments andAn-endment
thereto
Global
Investment
Consulting Inc
AR11CLEl Address Addres
dCorporation
Address Addres of
thep rincipal office of
corporati
on
Number and
street city
ate
and ZIP
code
P0 Box 2878
Rancho
Cucarnonga
CA 91729
ARTICLE III
Registered
Office
and
Fbgistered Ageit
Name of the
Regiatered
Ageni
of the
corporation
cannot
be the
wiporation itself
Michael AN
Indiana address addres of the
registered office of
corporation Number andsfreet
ci4c
RU
Box not
accepted
ZIP code
418
West 3rd
Street Marion
INDIANA
46952
ARTICLE IV
Date and State
of.Incorporation
and
Duration of Existence
Date
of
incorporation
in
donidlary state
State of
incorporation
9/28/2006
Nevada
Expected period of duration listed in the
Articles Article of
Incorporation perpetual fenn of
years year or date certain
e.g
Deco cit
er3
2050
Perpetual
ARTICLE
Corporate
Officers Officer
The
names name
and business busines
addresses addresse of the officers officer
of the
Corpration
Name
Title
Address Addres
Numbe street
dty
state and ZIP
code
Michael AN
CEO
511
Palmetto Ave
203
Ontario
CA
91762
APPLICATION
FOR
CERTIFICATE OF
AUTHORITY OF
FOREIGN
CORPORATION
State Form 38784
R9/ 12-02
Corporate
Form 112
Approved By
State Board
OtAccounts OtAccount
1995
Lo
APPUCATION FOR CER11FICATE
OF AUThORITY
OF
utSct
FOREIGN
CORPORATON
TO TRANSACT BUS1NESS BUS1NES
IN ThE STATE
OF IFCIANA
The
undersigned
officer of
the above
corporation
which
vses vse brmed
as
Ageneral
business busines
corporation
professional
corporaticn
desiring
to elfectwte the
admittance of the
Corporation to transad business busines in
the Ste of
Indiana certifies certifie the
following
facts fact
ARTICLE VI
Board fDirectors fDirector
Tte
names name
and
business busines addresses addresse olthe
Board of Directors Director of the
Corporation are follows follow
Name
Address Addres
Numbec
street city
ste and
ZIPcoit
Michael An
511
Palmetto Ave It
203
Ontario CA 91762
In witness witnes
thereof the
undersigned
being the__________________________________________________
of said
Corporation executes execute
this thi
flUe officer or Chairman of
Board
Application For Certificate
Of
Authority
and verifies verifie
subject
to
penalties penaltie
of
perjury
that the facts fact
rntained herein are
true this thi
/6
day of_____________________ 2Oc24
Sign tire
--7
Pnnted
name
icjJCL
oQ
92
STATE OF INDIANA
OFFICE OF THE SECRETARY OF STATE
CERTIFICATE OF AUTHORIZATION
To Whom
These
Presents Present
Come Greetings Greeting
TODD
ROKITA
Secretary
of State of
Indiana
do
hereby certif
that
am by
virtue of the laws law of
the
State of
Indiana
the custodian of the
corporate
records record
and
proper
official to execute this thi certificate
further
certifi
that records record of this thi office disclose that
GLOBAL IN VESTMENT CONSULTING 1NC
duly
filed the
requisite
documents document to
commence
business busines activities activitie under the laws law of State
of Indiana
on
December
16 2009
and
was
in existence
or
authorized to transact business busines in the State of Indiana on
December
22
2009
further
certi
this thi For-Profit
Foreign
Corporation
has filed its most recent
report required by
Indiana law with the
Secretary
of
State or
is not
yet required
to file such
report
and that
no
notice of
withdrawal
dissolution or
expiration
has been filed
or
taken
place
In Witness Witnes
Whereof
have hereunto set
my
hand
and affixed the seal of the State of
Indiana
at
the
city
of
Indianapolis Indianapoli
this thi
Twenty-Second Day
of
December
2009
zt
TODD ROKITA
Secretary
of State
2009121700642/2009122260928
$2500000
City
of
Marion
Indiana
Taxable Economic
Development
Revenue Bond
Series Serie
2009
Global
Investment
Consulting
Inc
Project
the Bond
GENERAL CERTIFICATE
OF BORROWER
The
undersigned
Global Investment
Consulting Inc
Nevada
corporation the
Company hereby
certifies certifie
in connection with the issuance of the
Bond
that
The
Company
is
corporation duly organized
and
validly existing
under the laws law of
the State of Nevada
and authorized
to transact
business busines in the State of Indiana
Attached hereto or included in the
transcript
of which this thi certificate is
apart
are
true
correct and
complete copies copie
of
the Articles Article
of
Incorporation
and
By-Laws By-Law
of the
Company
as
amended to the
date
hereof
which Articles Article of
Incorporation
and
By-Laws By-Law
are
in full force and effect
as
of the date hereof and have not been otherwise amended
or
modified Attached hereto is
true
correct
and
complete
copy
of the Resolution of the Board of
Directors Director adopted by
unanimous unanimou
written
consent approving
and
authorizing
the execution of the Loan Documents Document
as
defined
below
among
other
things thing
The
Company
has all
requisite
power
and
authority
to
engage
in the business busines
activities activitie conducted
or
proposed
to be conducted
by
it in
respect
to the economic
development
facilities facilitie
to
be financed
by
the Bond
the
Project
to execute and deliver
any
and
all documents document
and
agreements agreement
in connection with the issuance of
the
Bond including
without
limitation
the
Loan
Agreement
between the
Company
and the
City
of
Marion
Indiana
the City
dated
as
of
December 2009
the
Loan
Agreement
and
ii
the Series Serie
2009 Note of the
Company
dated
December
17
2009
the Note the
Loan
Agreement
and the
Note
collectively
the Loan
Documents Document
and
to
perform
its
obligations obligation
under the Loan Documents Document
The
Company
has authorized the
execution delivery
and due
performance by
the
Company
of the Loan Documents Document
The Loan Documents Document constitute
legal
valid and
binding
obligations obligation
of the
Company
enforceable
against
it in accordance with their
respective
terms term The
execution
delivery
and
performance
by
the
Company
of the Loan Documents Document will not violate the
Companys Company
Articles Article of
Organization
or
Operating Agreement
or
ii
breach
any
contractual
restriction
binding
or
affecting
the
Company
There is
no action suit
proceeding inquiry
or
investigation
at
law
or
in
equity
or
before
or by
any
court or other
public
board or
body pending or
to
the
knowledge
of the
undersigned
threatened
against
or
affecting
the
Company
or
the
property
of the
Company
that is
likely
to
materially adversely
affect the financial
condition
business busines
or
prospects prospect
of the
Company
that
questions question
or
affects affect the transactions transaction
contemplated by
the Loan Documents Document
or
the
validity or
enforceability
of the
Bond
the trust indenture for the Bond
or
the Loan
Documents Document
that
may
significantly
affect the
Companys Company ability
to
perform
its
obligations obligation
under
the Loan
Documents Document
that
may
result
in
redemption
or
prepayment
of the
Bond or
that contests contest the existence or
powers power
of the
Company
The
Company
has not committed an act of
bankruptcy
no
proceeding
has been
commenced
by
or
against
the
Company
under
any bankruptcy
or
insolvency law
and the business busines of
the
Company
has not been discontinued or
suspended
for
any
reason
No
notice of violation of
any governmental requirement
affecting
the
Project
has
been
given
to the
Company
and
to the best of the
knowledge
of the
undersigned
no such
violation has
occurred
The
Company
has
duly performed
or
complied
with all of its
obligations obligation
under
the
Loan Documents Document to
be
performed
or
complied
with
on
Or
prior
to the date hereof
Each of
the
representations representation
and warranties warrantie of the
Company
contained in the Loan
Documents Document is true and correct on
and
as
of the date
hereoL as
though
made
on
and
as
of the date
hereof
10 No event of default has occurred and is
continuing
and
there has occurred
no
event
which
with the
passage
of time
or
the
giving
of
notice
or
both
would constitute
an
event of default
under
any
of the Loan Documents Document
II
The
Project
will be located
entirely
within the boundaries boundarie of the
City
Dated December
17
2009
GLOBAL INVESTMENT
CONSULTING
INC
By
dPrent4
NDSO1 BDD 1168200v1
WRITTEN
CONSENT
TO RESOLUTIONS RESOLUTION OF THE
SOLE DIRECTOR OF
GLOBAL INVESTMENT
CONSULTING
INC
The
undersigned being
the sole Director of Global Investment
Consulting
Inc
Nevada
corporation the Company hereby
consent to the
following
action to be taken
by
the
Company
in lieu of
meeting
of the Board of Directors Director
WHEREAS WHEREA
the
Company
desires desire
to finance
certain
costs cost
in connection with mixed
use
project the Project
in the
City
of
Marion
Indiana
the City
WHEREAS WHEREA
to
finance the
Project
the
Company
desires desire
to
borrow from the
City
the
proceeds proceed
of bonds bond of the
City
issued
pursuant
to I.C 36-7-11.9
and
36-7-12
in
an amount not
to exceed Two Million Five Hundred Thousand Dollars Dollar
$2500000 the Bonds Bond
WHEREAS WHEREA
in
connection
with the
issuance of the
Bonds Bond
there
has
been
presented
on
the date hereof forms form of Loan
Agreement
between the
City
and the
Company including
Series Serie 2009 Note
such
Loan
Agreement
and Series Serie 2009
Note collectively
the
Financing
Agreements Agreement
NOW THEREFORE
BE IT RESOLVED BY THE SOLE DIRECTOR OF GLOBAL
INVESTMENT
CONSULTING INC
THAT
The
Company
shall borrow
an amount not to
exceed Two Million Five Hundred
Thousand Dollars Dollar
$2500000
from the
proceeds proceed
of the issuance and sale of the Bonds Bond
by
the
City
The
proceeds proceed
of the Bonds Bond shall be
applied
to the
financing
of the
Project including
the
costs cost
of
issuing
of the Bonds Bond
The
Financing Agreements Agreement
in the forms form attached to this thi
Resolution be
and
hereby are
ratified and
approved Any
officer of
the
Company be
and
hereby is
authorized and
directed to execute and deliver the
Financing Agreements Agreement
with such
changes change
thereto as such
officer deems deem
necessary
or
advisable
in the
name
and
on
behalf of the
Company
Any
officer of the
Company
is
hereby
authorized and
directed
in the name and on
behalf of the
Company
to execute
and deliver such documents document and
to
take such actions action
as
such
member
or
person
deems deem
necessary
or
desirable to effect the
foregoing
resolution
and
any
such
documents document
heretofore executed
and
delivered and
any
such actions action heretofore
taken
be and
hereby
are
ratified and
approved
Executed
by
the sole Director as of
the
j$y
of
December
2009
INDSOI BDD l16S198vI
GUARANTY
flthIERSE
INDIANA
City
State
DFCFMRFR172DDQ
For
good and valuable
consideration the
receipt
and
sufficiency of which ere
hereby acknowledged and to in
duce
fJffTJARMEAA BANK AND TRUST
IMARIONI
Iherein with its
participants participant successors successor and
assigns assign
called
Lender at its
option et
eny
time or from time
to
time
to make loans loan
or extend other accommodations accommodation
to or for the
eccount of MIChAEL VAN
lherein called
Borrower or to
engege
in
any
other
transactions transaction with
Borrower the
Undersigned
hereby absolutely
and
unconditionally
guarantees guarantee to Lender the full and
prompt payment when due whether at
maturity or earlier
by
reason of
acceleration or
otherwise of the debts debt liabilities liabilitie
and
obligations obligation described as follows follow
If this thi
is
checked
the
Undersigned guarantees guarantee to Lender the
payment
and
performance of the debt lia
bility or
obligation
of
Borrower to Lender evidenced
by or
arising
out of the
following
_____________________
and
any extensions extension
renewals renewal or
replacements replacement thereof
hereinafter referred to
as
the
Indebtedness Indebtednes
If this thi
is
checked the
Undersigned
guarantees guarantee
to Lender the
payment
and
performance
of
each and
every debt
liability
and
obligation of
every type and
description
which
Borrower
may
now
or at
any
time
hereefter
owe to Lender
whether such
debt liability or
obligation now
exists exist
or is hereafter created
or
incurred and
whether it is
or
may
be
direct or
indirect due or to become
due
absolute
or
contingent
primary
or
secondary liquidated or
unliquidated or
joint several or
joint
and
several all such debts debt
liabilities liabilitie
and
obligations obligation being hereinafter
collectively
referred to
as
the
lndebtednessl Without
limitation
this thi
guaranty includes include the
following described
debts debt
_________________________________________________
The
Undersigned further
acknowledges acknowledge and
agrees agree
with Lender
that
No act or
thing
need
occur to establish the
liability
of the
Undersigned hereunder and no act or
thing except
full
payment and
discharge of all indebtedness indebtednes shall
in
any way exonerate the
Undersigned
or
modify reduce limit
or release the
liability of the
Undersigned hereunder
This Thi is an
absolute unconditional and
continuing guaranty
of
payment
of the
Indebtedness Indebtednes and shall continue
to be
in force and be
binding
upon
tha
Undersigned whether
or
not all
Indebtedness Indebtednes is
paid
in
full until this thi
guaranty
is revoked
by
written
notice
actuelly
received
by the
Lender
and such
revocation shari not be
effective as
to Indebtedness Indebtednes
existing
or committed
for at the time of actual
receipt of such notice
by the Lender or as to
any
renewals renewal extensions extension and
refinancings refinancing
thereof
If there be
more than one
Undersigned such revocation shall be
effective
only
as to the
one ao
revoking
The
death or
incompetence
of the
Undersigned
shall
not revoke this thi
guaranty
except upon
actual
receipt of written notice
thereof
by
Lander and
then
only
as to the decedent
or the
incompetent
and
only
prospectively as to future
transactions transaction as herein set forth
If the
Undersigned shall be
dissolved shall die or shall be
or become insolvent
however defined or revoke
this thi
guaranty
than the Lender
shall have the
right to declare
immediately due and
payable
end the
Undersigned
will forthwith
pay
to the
Lender
the
full amount of all
Indebtedness Indebtednes whether due
and
payable
or unmatured
If the
Undersigned voluntarily commences commence
or
there
is commenced
involuntarily against
the
Undarsignad case under the
United
States State
Bankruptcy Coda the full
amount of all
Indebtedness Indebtednes whether due and
payable or unmaturad shall
be
immadiataly due and
payable without demand
or notice thereof
The
liability
of the
Undersigned
hereunder
shall be limited to
principl amount of UNLIMITED
if unlimited
or
if
no amount is
stated the
Undersigned shall be liable for all
Indebtedness Indebtednes without
any
limitation
as
to
amounti plus plu accrued interest
thereon and all other
coats coat fees fee and
expenaaa
agraad to be
paid
under all
agreements agreement evidencing
the
Indebtadnass Indebtadnas and
securing
the
payment of the
Indebtedness Indebtednes and all
attorneys attorney fees fee
collection costs cost and
enforcement
expenses expense referable thareto Indebtedness Indebtednes
may
be created and continued
in
any
amount whether or not
in excess exces of such
principal amount
without
affecting
or
impairing
the
liability of the
Undersigned
hereunder Tha
Lander
may apply
any
sums sum received
by or
available
to Lender on
account
of
the
indebtedness indebtednes from
Borrower
or
any
other
person except the
Undersigned
from their
properties propertie
out of
any
collateral
security or from
any
othar
sourca to
payment
of
the excess exces Such
application
of
receipts receipt
shall not
reduce
affect or
impair
the
liability
of the
Undersigned hereunder If the
liability
of the
Undaraigned
is limited to stated
amount
pursuant to this thi
paragraph
any payment
made
by
the
Undersigned under this thi
guaranty
shall be
affective
to reduce or
discharge such
liability only
if
accompanied by
written
transmittal
document
received
by the Lendar
advising
the Lender that
euth
payment
is made
under this thi
guaranty
for such
purpose
The
Undersigned will
pay or reimburse Lender for all
costa and
expenses expense including reasonable
attorneys attorney
fees fee
and
legal expenses expense incurred
by
Lander
in connection with the
protection defense or enforcement
of this thi
guaranty
in
any litigation or
bankruptcy
or
insolvency
proceedings proceeding
This Thi
guaranty
includes include
the additional
provisions provision on
page
all of which
are made
part
hereof
This Thi
guaranty
unsecured secured
by mortgage or
security agreement
dated
_______________________
secured
by
_____________-
IN WITNESS WITNES
WHEREOF this thi
guaranty
baa
been
duly
executed
by
the
Underaignsd
the
day
and
year
first above
written
MICHAEL AN
Undesisnod haIi eia to at
poteon
who
rn this thi guaranry oevnaty atd
itinhib
Exj
tt5anicero
5rstorno inn St cinud MN 55301 rOSM M.240 e7/2ees e7/2ee For
Corporoto Cuorontor use
M25t
page
sf2
ADDITIONAL PROVISIONS PROVISION
Whether
or not any existing relationship
between the
Undersigned
and Borrower has been
changed
or ended
and whether or not this thi
guaranty
has been
revoked
Lender
may
but shall not be
obligated to
enter into
transactions transaction
resulting
in the creation or continuance of Indebtedness Indebtednes without
any
consent or
approval by
the
Undorsignod and without any
notice
to the Undersigned The liability
of the
Undersigned
shall
not
be affected
or
impaired by any
of the
following
acts act or
things thing
lwhich Lender is
expressly
authorized to do omit or suffer from
time to time both before and after revocation of this thi
guaranty
without notice to or
approval
by the Undersignedi
lii any acceptance
of collateral
security guarantors guarantor
accommodation
parties partie or
sureties suretie for
any
or all
Indebtedness Indebtednes
liii any one or more
extensions extension
or
renewals renewal of Indebtedness Indebtednes
lwhether or
not for
longer
than the
original periodl or
any
modification of the interest
rates rate
maturities maturitie or other contractual terms term
applicable
to
any
Indebtedness Indebtednes hid
any
waiver adjustment forbearance
compromise
or
indulgence granted
to Borrower
any
delay or lack of diligence in
the enforcement of
Indebtedness Indebtednes or
any
failure
to
institute
proceedings proceeding
file
claim give
any
required
notices notice
or
otherwise
protect
any
lndebtedneaa livI
any
full
or partial
release
of
settlement
with or agreement not
to
sue
Borrower or
any
other
guarantor
or other
person
liable in
respect
of
any
Indebtedness Indebtednes
lv any discharge
of
any
evidence of Indebtedness Indebtednes or the
acceptance
of
any
instrument in renewal thereof or substitution tharefor Ivif
any
failure to obtain collateral security
including rights right
of setoffl for Indebtedness Indebtednes or to see to the
proper
or sufficient
craation and
perfection thereof or
to establish the
priority thereof
or to
protect insure or
enforce
any
collateral
security
or
any
release modification
substitution discharge impairment
deterioration
waste
or loss los of
any
collateral security lviii
any
foreclosure
or
enforcement of
any
collateral
security lviiil any
transfer of
any
Indebtedness Indebtednes
or
any
evidence
thereof lixI any
order of
application
of
any payments payment
or credits credit
upon
Indebtedness Indebtednes
lxi
any
election
by
the Lender under 1111 bjl2j of the United States State
Bankruptcy
Code
The
Undersigned
waives waive
any
and all defenses defense claims claim and
discharges discharge
of Borrower or
any
other
obligor
pertaining
to Indebtedness Indebtednes
except
the defanseof
discharge by payment
in full Without
limiting
the
generality
of
the foregoing the
Undersigned
will not assert plead or enforce
against
Lender
any
defense of
waiver release
statute of limitations limitation ras
judicata
statute of frauds fraud fraud
incapacity
minority
usury illegality
or onenforceability
which
may
be available to Borrower
or any
other
person
liable in
respect
of
any
Indebtedness Indebtednes or
any
setoff
available
against
Lender to Borrower or
any
such other
person
whether
or
not on account of related transaction
The
Undersigned expressly agrees agree
that the
Undersigned
shall be and remain liable to the fullest extent
permitted by
applicable law
for
any deficiency ramaining
after foreclosure of
any mortgage
or
security
interest
securing
Indebtedness Indebtednes
whether
or not the liability
of
Borrower dr
any
other
obligor
for such
deficiency
is
discharged
pursuant
to statute
or judicial
decision The
Undersigned
shall remain
obligated
to the fullest extant
permitted by
law to
pay
such amounts amount as
though
the Borrowers Borrower
obligations obligation
had not been
discharged
The
Undersigned
further
agrees agree
that the
Undersigned
shall be and remain
obligated
to
pay
Indebtedness Indebtednes even
though any
other
parson obligated
to
pay Indebtedness Indebtednes including
Borrower has such
obligation discharged
in
bankruptcy
or otherwise
discharged
by law Indebtedness5 shall include
post-bankruptcy petition
interest and
attorneys attorney fees fee and
any
other amounts amount
which
Borrower is discharged from
paying
or which do not otherwise accrue
to Indebtedness Indebtednes due to Borrowers Borrower
discharge
and the
Undersigned
shall remain
obligated
to
pay
such
amounts amount as
though
Borrowers Borrower
obligations obligation
had
not
been
discharged
If
any payment applied by
Lander to Indebtedness Indebtednes is thereafter sat aside recovered rescinded or
required
to
be
returned for
any
reason lincluding
without
limitation
the
bankruptcy
insolvency or reorganization of Borrower
or
any
other
obligorj
the Indebtedness Indebtednes to which such
payment was applied
shall for the
purposes purpose
of this thi
guaranty
be deemed to have continued in
existence notwithstanding
such
application
and this thi
guaranty
shall be enforceable
as to such Indabtadnaas Indabtadnaa as
fully
as if such
application
had never bean made
10 Until the
obligations obligation
of the Borrower to Lender have been
paid
in
full
the
Undersigned
waives waive
any claim
remedy
or other
right
which the
Undersigned may now
have or hereafter
acquire against
Borrower
or
any
other
person obligated
to
pay
Indebtedness Indebtednes
arising
out of the creation or
performance
of the
Undersigneds Undersigned obligation
under
this thi
guaranty
including
without
limitation
any
right of
subrogation
contribution reimbursement
indemnification exoneration
and
any
righf to participate
in
any
claim
or remedy
the
Undersigned
may
have
against
the Borrower
collateral
or other
party obligated
for Borrowars Borrowar
debts debt
whether or not such
claim remedy
or
right
arises arise in
aquity
or under
contract
statute or common law
11 The
Undersigned
waives waive
presentment demand for payment
notice of dishonor
or nonpayment and protest
of
any
instrument
evidencing
Indebtedness Indebtednes Lender shall not be
required
first to resort for
payment
of the
Indebtedness Indebtednes to Borrower or other
parsons parson or
their
properties propertie
or first to
enforce
realize
upon or
exhaust
any
collateral
security for Indebtedness Indebtednes before
enforcing
this thi
guaranty
12 The liability of the
Undersigned
under this thi
guaranty
is in addition to and shall be cumulative with all other
liabilities liabilitie of the Undersigned to Lender as
guarantor
or otherwise without
any
limitation as to amount unless unles the
instrument or
agreement
evidencing or creating
such other
liability specifically providas provida to
the
contrary
13 This Thi
guaranty
shall be enforceable
against
each
parson signing
this thi
guaranty
even only one
person signs sign
and
regardless regardles
of
any
failure of othar
parsons parson
to
sign
this thi
guaranty
If there be
more
than
one signer
all
agreements agreement
and
promises promise
harem shall be construed to
ba
and are
hereby
declared to be
joint
and several in each
of
every
particular and shall be fully
binding upon
and enforceable
against
either
any
or all the
Undersigned
This Thi
guaranty
shall
be effective
upon
delivery to Lender without further
act
condition or
acceptance by
Lander shall be
binding
upon
the Undersigned and
the
hairs hair representatives representative successors successor and assigns assign of the Undersigned and shall
inure to the benefit
of Lender and its
participants participant successors successor and
assigns assign
Any invalidity or
unenforceability
of
any
provision or application
of this thi
guaranty
shall
not affect other
lawful
provisions provision end application haraof and to this thi
and the
provisions provision
of this thi
guaranty are
declared to be severable
Except as
authorized
by
the
terms term herein
this thi
guaranty may
not be waived
modified smandad terminated
released
or
otherwise
changed except by writing
signed by
the
Undersigned
and Lender This Thi
guaranty
shall be
governed by
the laws law of the State in which it is
executed
The
Undersigned waives waive notice
of
Lenders Lender
acceptance
hereof
rpoee
of
eaonkon
systems system
inn. 5t cioud MN assor FORM MOos MOo 917/2005 For
Cosporate
0oarantnr use M-2ao
FIRST FARMERS FARMER BANK AND TRUST
MARION
0LOBAE
INVESTMENT INC
123 JEFFERSON
511 PALMETTO AVE SUITE 203
Loan Number
CONVERSE
IN 46919
ONTARIO
IN 91762
Date 12-172009
Loan Amount
LENDERS LENDER NAME AND ADDRESS ADDRES
BORROWERS BORROWER NAME AND ADDRESS ADDRES
ERRORS ERROR AND
OMISSIONS OMISSION AGREEMENT
The
undersigned borrowers borrower
in consideration of the
closing of
certain
loan
by
FIRST FARMERS FARMER BANK AND TRUST IMARIONI
the Lender to
GLOBAL
INVESTMENT INC
Borrowers Borrower
in the above staled
amount
as evidenced
by promissory note and secured
by
Deed of Trust or
mortgage against
real
property
located at
419 WEST THIRD
ST MARION IN 46952
and dated the date of this thi
Errors Error and Omissions Omission
Agreement agrees agree
if
requested by
the Lender or its
agent
to
fully
cooperate
in the
correction
if
necessary
in
the reasonable discretion of the Lender of
any
and all loan
closing
documents document
so
that alt documents document
accurately
describe
the loan between the
undersigned borrowers borrower
and the Lender and thus thu allow the Lender to
sell
convey
seek
guaranty
or
obtain
insurance
for
or market said loan to
any
purchaser
including
but
not limited to
any
investor
or institution The
Federal
National
Mortgage
Association the Oovernment National
Mortgage
Association the
Federal
Home Loan
Mortgage Corporation
the
Department
of
Housing
and Urban
Development
the
Department
of Veterans Veteran Affairs Affair or
Municipal Bonding Authority
The
undersigned borrowers borrower
further
agrees agree
to
comply
with all above noted reasonable
requests request by
the Lender within
thirty
30
days day
from the date of the
mailing
of
the correction
requests request by
the Lender The
undersigned borrowers borrower
agrees agree
to
assume
alt costs cost
inctudtng by
way
of ttlussration and
not timitation acniat
expenses expense legal
fees fee and
marketing
tosses tosse for
faiting
to reasonabty comply
with
the Lender
requests request
within the
specified thirty 30 days day
DATED
this thi
17TH
day
of DECEMBER
2009
OLORAE
INVESTMENT
INC
OweId
Borrower
Borrower
Borrower
taks tak
Systnm cIud
MN
l1ess-35-23at
Fan
FROM 0754 tpee taft
MORTGAGE SECURITY AGREEMENT
ASSIGNMENT OF RENTS RENT AND FIXTURE
FILING
FOR PURPOSES PURPOSE OF THE SECURITY AGREEMENT CONTAINED IN
THIS THI
INSTRUMENT
THE SECURED PARTY AND
THE DEBTOR AND THEIR RESPECTIVE
ADDRESSES ADDRESSE ARE AS FOLLOWS FOLLOW
SECURED PARTY FIRST FARMERS FARMER
BANK AND TRUST
123
JEFFERSON ST
CONVERSE
IN 46919
DEBTOR Global Investment
Consulting
Inc
511 Palmetto Ave Ste1003
Ontario
CA 91762
THIS THI INSTRUMENT
WHEN RECORDED SHALL CONSTITUTE FIXTURE
FILING FOR PURPOSES PURPOSE OF THE
UNIFORM COMMERCIAL CODE THE
ADDRESS ADDRES OF THE
SECURED PARTY SHOWN ABOVE IS THE ADDRESS ADDRES AT
WHICH INFORMATION CONCERNING THE
SECURED PARTYS PARTY SECURITY
INTEREST MAY BE OBTAINED
Global Investment
Consulting
Inc
Mortgagor
MORTGAGES MORTGAGE AND
WARRANTS WARRANT
to
FIRST
FARMERS FARMER BANK AND
TRUST
an Indiana
banking
institution
with its
principal
office in
Converse
Indiana
Bank
and the
Mortgagor
GRANTS GRANT
SECURITY INTEREST
to
the
Bank
in the
following property
all that real estate located in Grant
County
Indiana
commonly
known as
418 West Third
St Marion Indiana
46952 described in the Schedule which
is attached to this thi
Mortgage Security Agreement Assignment of
Rents Rent and
Fixture
Filing Mortgage
and
incorporated
herein
by
this thi reference
Real
Estate
and
any
and all items item of
furniture
machinery equipment
or
other
tangible
personal property
which is now or hereafter becomes become attached to the Real
Estate or
any
improvement
thereon
so as to
constitute
fixture
whether
now
owned
or hereinafter
acquired Personal Property
TOGETHER WITH all
present
and future
improvements improvement rights right privileges privilege
interests interest
easements easement
hereditaments hereditament
and
appurtenances appurtenance
thereunto
belonging
or
in
any
manner
pertaining thereto
and the
proceeds proceed
therefrom
all
of such
Real
Estate
Personal
Property
and other
rights right
are hereafter
referred
to
collectively
as
the
Mortgaged Premises Premise
This Thi
Mortgage
is
given
to
secure
all of the
Mortgagors Mortgagor
Obligations Obligation
to the Bank
The
term
Obligations Obligation
as
used in
this thi
Mortgage
means mean
all
present
and future
obligations obligation
of the
Mortgagor
to the Bank of
every type
and
description
however
created
evidenced or
acquired
direct or
indirect
absolute or
contingent
due or to
become
due now
existing
or
hereafter
arising including
but not limited to
Promissory
Note dated 12/17/2009 in the
principal
amount
of
5000000.00
and executed
by Mortgagor
Global Investment
Consulting
Inc of even date
herewith and all
renewals renewal extensions extension modifications modification
amendments amendment or
replacements replacement
of the
above provided however
that
any
such
Obligations Obligation
as well
as
any
future advances advance made under the terms term of this thi
Mortgage
or
otherwise
shall
he secured
by
this thi
Mortgage
in total
aggregate
amount not to
exceed Five
Million and 00/100 Dollars Dollar
$5000000.00
As additional
security
for the
Obligations Obligation
the
Mortgagor
assigns assign
to the Bank the
rents rent
issues issue and
profits profit
of the
Mortgaged
Premises Premise
including any
rents rent
and all other
amounts amount
collectively
Rental
Payments Payment
which
are due or shall become
due
to the Mortgagor
under the terms term of
any present
or
future lease
agreements agreement
oral
or written
of all
or
any
portion
of the
Mortgaged
Premises Premise All such
rents rent issues issueprofits profit
and Rental
Payments Payment
are hereafter
collectively
referred to as the Rents Rent This Thi
Assignment
of Rents Rent is an
absolute
assignment
and
is intended to vest in lhe Bank the
right
to collect all Rents Rent
subject only
to the conditional license
to
collect Rents Rent
granted by
the Bank to the
Mortgagor
under the terms term of
Paragraph
of this thi
Mortgage
The
Mortgagor
further covenants covenant and
agrees agree
as follows follow
The
Mortgagor
shall
pay
and
perform
all of the
Obligations Obligation
promptly
when
payment
or performance
is
due
with reasonable
attorneys attorney
fees fee and
costs cost of
collection
and without relief from valuation and
appraisement
laws law
The
Mortgagor
shall
keep
the
Mortgaged
Premises Premise in
good repair
and
shall not commit
or
permit
waste thereon
or
do
or
permit
to
be
done
anything
that
may
impair
the value of the
Mortgaged
Premises Premise The
Mortgagor
shall
promptly
restore
any
part
of the
Mortgaged Premises Premise which
may
be
damaged
or
destroyed
The
Mortgagor
shall
pay
when due all taxes taxe and assessments assessment levied or assessed
against
the
Mortgaged
Premises Premise
or
any part
thereof
The
Mortgagor
shall
comply
with all
statutes statute
ordinances ordinance
rules rule
regulations regulation
orders order and directions direction of
any
legislative executive
administrative
or
judicial
body
or
official
applicable
to
the
Mortgaged Premises Premise
or
any
part thereof
or to the
Mortgagor
or to the
operation
of
any
business busines of
Mortgagor
which
directly
affects affect the
Mortgaged Premises Premise provided however
that the
Mortgagor may
contest
any
of the
matters matter referred to in this thi
paragraph
as
provided
in the
Obligations Obligation or
otherwise in
any
reasonable
manner
which in the
judgment
of
the Bank will not
adversely
affect the
rights right
of
the
Bank
its successors successor or
assigns assign
The
Mortgagor
shall
procure
and maintain in
effect at all times time insurance
written
by
insurance
companies companie acceptable
to the Bank which insures insure
against
loss los
or
destruction of the
Mortgaged
Premises Premise
by
fire
wind
storm lightning
vandalism and
malicious maliciou mischief and such other
perils peril
as are
generally
covered
by
extended
coverage
insurance for the full
replacement
value of the
Mortgaged
Premises Premise
All
policies policie
providing
such insurance shall
provide
that
any
loss los thereunder shall be
payable
to the
Bank under standard form of secured lenders lender loss los
payable
endorsement
The
Mortgagor
shall
also
procure
business busines
interruption
insurance in such amounts amount as the Bank
may
reasonably require
The
Mortgagor
authorizes authorize the
Bank to endorse on
Mortgagors Mortgagor
behalf
and
to
negotiate
drafts draft
representing proceeds proceed
of such
insurance provided
that the
Bank shall remit to the
Mortgagor
such
surplus surplu
if
any
as
remains remain after the
proceeds proceed
have
been
applied
at
the Banks Bank
option
to
the satisfaction
of the
Obligations Obligation
or to the
establishment of cash collateral account
securing
the
Obligations Obligation
or to
the
restoration of the
Mortgaged Premises Premise provided however
that so
long
as no Default
as
hereafter
defined
has occurred and is
continuing
and
provided
that the
Mortgagor
can
demonstrate to the Banks Bank satisfaction that
restoration
of the
Mortgaged
Premises Premise is
physically
and
economically feasible
such
proceeds proceed
shall be
applied
at the
Mortgagors Mortgagor
option
and
to
the extent
necessary
as
provided
in
the
foregoing
clause
and
any
balance
shall be
remitted to the
Mortgagor
Certificates Certificate
evidencing
the existence of all of
the insurance
required
under the terms term of this thi
Mortgage
shall be furnished to the Bank
and the
original policies policie providing
such insurance shall
be
delivered to the Bank at the
Banks Bank
request
Upon
demand and failure of the
Mortgagor
so to
do
the Bank
may
in its
discretion
advance and
pay
all sums sum
necessary
to
protect
and
preserve
the
Mortgaged
Premises Premise
and all
sums sum so
advanced and
paid by
the Bank shall become
part
of the
indebtedness indebtednes secured
hereby
shall bear interest
from date of
payment
at rate
equal
to
the then
highest applicable
rate of the
Obligations Obligation plus plu
three
percent 3.0% per annum
and shall
be
payable
to
the Bank
upon
demand
Such
sums sum
shall
include but not
be
limited
to taxes taxe
assessments assessment and other
charges charge
which
may
be or become senior to
this thi
Mortgage
as
liens lien
on
the
Mortgaged
Premises Premise or
any part
thereol the cost of
any
title
insurance
surveys survey
or other evidence which in the discretion of the Bank
may
be
required
in
order to
evidence
insure or
preserve
the lien of this thi
Mortgage
all
costs cost
expenses expense
and reasonable
attorneys attorney
fees fee
incurred
by
the
Bank
in
respect
of
any
and all
legal
and
equitable
actions action which relate to this thi
Mortgage
or to the
Mortgaged Premises Premise
and the
cost
of
any repairs repair respecting
the
Mortgaged
Premises Premise
which are
reasonably
deemed
necessary
by
the Bank
If all
or
any part
of the
Mortgaged
Premises Premise is
damaged
taken
or
acquired
either
temporarily
or
permanently
in
any
condemnation
proceeding
or
by
exercise of
the
right
of eminent domain or
by
the alteration of the
grade
of
any
street
affecting
the
Mortgaged
Premises Premise
the amount of
any
award
or
other
payment
for such
taking
or
damages damage
made
in
consideration
thereof
to the extent of the Bill amount
of
the
then
remaining unpaid
Obligations Obligation
is
hereby assigned
to the
Bank
which is
empowered
to collect and receive the same and to
give proper receipts receipt
therefor in the name of the
Mortgagor
and all such
sums sum
shall be
paid
forthwith
directly
to
the Bank
Any
award
or
payment
so received
by
the Bank
may
at the
option
of the Bank be
applied
to the
satisfaction of the
Obligations Obligation
or to the establishment of cash collateral account for
the
Obligations Obligation
or be turned over and/or
released
in whole
or
in
part
to the
Mortgagor
for the
purpose
of
altering restoring
or
rebuilding
any
part
of the
Mortgaged
Premises Premise
which
may
have been
altered damaged or destroyed
as result of such
taking alteration
or
proceeding provided however
that so
long
as no Default has occurred
and is
continuing
and
provided
that the
Mortgagor can
demonstrate to the Banks Bank satisfaction
that
any proposed alteration
restoration or
rebuilding
is
physically
and
economically
feasible
such awards award shall be
applied
at the
Mortgagors Mortgagor option
and
to
the extent
necessary
as
provided
in the
foregoing
clause
At
any
time Default
as
hereafter
defined
has occurred and is
continuing
the
Bank
may
enter
upon
and take
possession
of
the Real Estate or
any part
thereof
any
such
timeor if
at
any
time
the Bank in the reasonable exercise of its discretion determines determine
that
payment
or
performance
of
any
of the
Obligations Obligation
is
insecure
the Bank
may
demand
sue
for
receive and
give receipts receipt
and satisfactions satisfaction for all Rents Rent At
any
time
that
the
Bank
has
not exercised its
right
to
take
possession
of the Real Estate and there is
not in effect
any
demand
by
the Bank for the direct
payment
of Rental
Payments Payment
to
the
Bank
given pursuant
to
the
immediately preceding
sentence
the
Mortgagor
may
collect
Rental
Payments Payment provided
that no Rents Rent shall be collected
by
the
Mortgagor
more
than
thirty
30 days day
in advance of the
period
of
occupancy
to which
they
relate Rental
Payments Payment
collected
by
the
Mortgagor pursuant
to the
license
granted
in the
immediately
preceding
sentence shall be held
by
the
Mortgagor as
trustee for the benefit of the Bank
and shall be
applied
to the satisfaction of
Obligations Obligation
to the extent that
any
are
then due
and
payable Any
balance
remaining
after satisfaction of all
Obligations Obligation
which are then
due and
payable
may
be used
by
the
Mortgagor
for
any proper purpose Any
demand
by
the Bank
upon any
tenant of the
Mortgaged
Premises Premise
accompanied by copy
of
this thi
Mortgage
shall be sufficient
authority
for such tenant thereafter to make all Rental
Payments Payment directly
to the Bank and
any
such tenant shall have no
obligation
or authority
to
inquire
into the
propriety
of
any
such demand
Upon making
Rental
Payments Payment
to the
Bank
pursuant
to the Banics Banic
demand
any
tenant of the
Mortgaged
Premises Premise shall
he
as
fully discharged
of its
obligations obligation
under
any
lease
agreements agreement
to
the extent of such
payments payment
as
if such
payments payment
had been made
directly
to the
Mortgagor
If at
any
time
Rental
Payments Payment
are
required
to be made
directly
to
the Bank under the terms term of this thi
paragraph
and
notwithstanding
such
requirement
such
payments payment
are made to the
Mortgagor
the
Mortgagor
will receive such
payments payment
in
trust for
the Bank and will
forward them
immediately
to the Bank in
the form in which
received adding only
such
endorsements endorsement
or
assignments assignment
as
may
be
necessary
to
perfect
the Banks Bank
title thereto
Any
amounts amount collected
by
the Bank
pursuant
to
the
assignment
of rents rent contained
in this thi
Mortgage
shalt be
applied by
the Bank to the
payment
of such of
the
Obligations Obligation
as are
then due and
payable
as the Bank in its sole
discretion shall determine If no
Obligations Obligation
are then due and
payable
such amounts amount
may
be held
by
the Bank as cash
collateral for
the
Obligations Obligation
without
liability
for interest
thereon provided
that
the Bank shall
at the
direction of the
Mortgagor
invest such amounts amount for the account and
at the risk of the
Mortgagor
in U.S
Treasury
Bills Bill with less les than 60
days day remaining
to
maturity
or
in
similar
essentially
risk-free
cash
equivalent
investments investment as
the
Mortgagor may
reasonably
direct and
any
earnings earning
derived from
such investments investment will become
part
of
the cash
collateral account
Any portion
or all of the cash collateral account which is not
applied
to
Obligations Obligation
pursuant
to the terms term of this thi
paragraph may
at
the discretion of the
Bank be turned
over
and/or
released to
the
Mortgagor
The
authority given
to collect
Rents Rent conferred
upon
the Bank under the
terms term of this thi
Mortgage
is
irrevocable
The
Mortgagor
grants grant
tn the Bank
as
secured
party security
interest
in
the Personal
Property
in accordance with the
provisions provision
of the Uniform Commercial
Cnde
as
enacted in Indiana The
Mortgagor
authorizes authorize the Bank at
the
expense
of the
Mortgagor
to execute on its behalf and file
any
financing
statements statement deemed
necessary
by
the Bank to
perfect
its
security
interest in the Personal
Property
and
to
file
such
financing
statements statement
in
those
public
offices office deemed
necessary
by
the Bank Such
financing statements statement
may
be
signed by
the Bank alone In
addition
the
Mortgagor
shall
execute and deliver
any financing
statement or other document
that the
Bank
may request
to
perfect
or to further evidence the
security
interest created
by
this thi
Mortgage
If
after the execution of this thi
Mortgage applicable
law
requires require
the
taxation of this thi
Mortgage
or
any Obligation
secured
by
this thi
Mortgage
the
Mortgagor
upon
demand
by
the
Bank
shall
pay
such taxes taxe or reimburse the Bank therefor unless unles it
is unlawful to
require
the
Mortgagor
to do
so Notwithstanding
the
foregoing
the
Mortgagor
shall
not
be
obligated
to
pay
any portion
of
any
of the Banks Bank federal or state
income taxes taxe
10 As used in this thi
paragraph
the
following terms term
have the
meanings meaning
indicated
Clean-up
Clean-up
means mean the removal or remediation of
Contamination or other
response
to Contamination in
compliance
with all
Environmental
Laws Law and to the satisfaction of all
applicable governmental
agencies agencie
and in
compliance
with
good
commercial
practice
Contamination Contamination means mean the Release of
any
Hazardous Hazardou
Substance
on
in
or under the Real Estate or the
presence
of
any
Hazardous Hazardou Substance
on
in
or
under the Real Estate
as
the result of
Release or
the emanation of
any
Hazardous Hazardou
Substance from the Real
Estate
Environmental Laws Law
Environmental Laws Law means mean all
federal
state and
local
laws law statutes statute codes code ordinances ordinance regulations regulation
rules rule
or
other
requirements requirement
with the force of
law
including
but
not
limited
to consent
decrees decree and
judicial
or administrative
orders order relating
to the
environment
including
but not limited to those
applicable
to
the
use storage treatment
disposal
or
Release of
any
Hazardous Hazardou
Substances Substance
all as amended
or
modified from time to time
including
without
limitation the
Comprehensive
Environmental
Response
Compensation
and
Liability
Act
CERCLA
as amended
by
the
Superfiand
Amendments Amendment and
Reauthorization Act of 1986
SARA
the Resource
Conservation
and
Recovery
Act of
1976 as amended
RCRA
the Clean Water
Act as
amend d
the Clean Air
Act as amended
the Federal
Insecticide
Fungicide
and Rodenticide
Act
as
amended
the Hazardous Hazardou Materials Material
Transportation Act as amended
and
any
and all Indiana
environmental
statutes statute
including
without
limitation
those codified under Title 13 of the
Indiana
Code
any
federal state or local environmental statutesand all
regulations regulation
promulgated
under
or
pursuant
to
such
federal state or local
statutes statute
Hazardous Hazardou Substance Hazardous Hazardou Substance
means mean
any
hazardous hazardou
waste or
hazardous hazardou
substance
or
any pollutant
or contaminant
or
toxic
substance or other chemicals chemical
or
substances substance
including
without
limitation
asbestos asbesto
petroleum polychlorinated biphenyls biphenyl
and
any
other substance
regulated hy
any
Environmental Laws Law
Release Release
means mean the
spilling leaking disposing discharging
dumping
pouring emitting
depositing injecting leaching escaping or
other release
or threatened
release
whether intentional
or
unintentional
of
any
Hazardous Hazardou Substance
Regulatory Actions Action
Regulatory
Actions Action
means mean
any
claim demand
action or
proceeding
brought
or
instigated by
any governmental authority
in
connection with
any
Environmental
Law
including
without
limitation
any civil
criminal
or administrative
proceeding
whether or not
seeking
costs cost damages damage penalties penaltie or
expenses expense
Third-party
Claims Claim
Third-party
Claims Claim
means mean
any claim action
demand
or
proceeding
other
than
Regulatory
Action
based on
negligence
trespass trespas
strict
liability nuisance toxic tort or detriment
to
human health
or welfare due to
Contamination
whether
or not
seeking
costs cost
damages damage penalties penaltie
or
expenses expense
and
including any
action for
contribution
to
Clean-up
costs cost
Mortgagor
shall
indemnify
defend and hold harmless harmles
the Bank and its
affiliates affiliate
shareholders shareholder
directors director officers officer
employees employee
and
agents agent all being included in the word
Bank
for
purposes purpose
of this thi
paragraph
from
any
and all
claims claim causes cause of
action
damages damage demands demand
fines fine liabilities liabilitie losses losse
penalties penaltie judgments judgment settlements settlement
expenses expense
and
costs cost
however
defined and of whatever
nature
known
or
unknown
absolute
or
contingent
including
but not limited
to attorneys attorney fees fee
consultants consultant
fees fee fees fee of
environmental or other
engineers engineer
and related
expenses expense including
without
limitation
expenses expense
related
to site
inspections inspection
and soil
and water
analyses analyse
which
may
be asserted
against imposed on
suffered
or incurred
by
the Bank
arising
out
of
or
in
any
way
related
to
any
actual
alleged
or threatened Release
of
any
Hazardous Hazardou Substance
on
in
or
under
the Real
Estate
any
related
injury
to human health
or
safety including
wrongful death or
any
actual or
alleged
injury
to
the
environment
by reason
of the
condition
oL
or
past or
present
activities activitie
on
the Real
Estate
any
actual
or
alleged
violation of
Environmental Law related to
the Real
Estate
any
lawsuit
or
administrative
proceeding brought or threatened
by
any person including any
governmental entity
or
agency
federal state or
local
including any governmental
order
relating to or occasioned
by
any
actual
or
alleged
Contamination or threat uf
Contamination
any
lien
imposed upon
the Real Estate in favor of
any governmental
entity
as result of
any
Contamination or threat of
Contamination
and all costs cost and
expenses expense
of
any
Clean-up
The
Mortgagor represents represent
and
covenants covenant
that the
Mortgagors Mortgagor
storage generation transportation handling or
use
if
any
of Hazardous Hazardou Substances Substance
on
or from the Real Estate
is
currently
and shall remain at all
times time in
compliance
with all
applicable Environmental Laws Law If
any Clean-up
is
required
with
respect
to the Real
Estate
the
Mortgagor
shall
expeditiously complete
such
Clean-up
at the
Mortgagors Mortgagor
expense
and without the
necessity of demand
by
the Bank If the
Mortgagor should fail
to initiate and
diligently
pursue any Clean-up
or should otherwise fail to
perform
any
obligation
under the
terms term
of this thi
paragraph
the Bank
may
at
its
sole discretion and
without
any obligation
to
complete
any Clean-up
which it
may
cause to be
commenced
cause the
Clean-up or
partial Clean-up
of the Real Estate and
pay
on behalf of the
Mortgagor
any
costs cost
fines fine
or
penalties penaltie imposed
on the
Mortgagor
pursuant
to
any
Environmental Laws Law
or make
any
other
payment
or
perform
any
other action which will
prevent
lien in favor of
any
federal state or local
government authority
or
any
other
person
from
attaching
to the Real
Property
pursuant
to the
provisions provision
of
any
Environmental
Law
and
all costs cost and
expenses expense
of the Bank incurred in
pursuing any
of
the remedies remedie
provided
in this thi
paragraph
shall be added
to the
obligations obligation
secured
by
this thi
Mortgage
which costs cost and
expenses expense
shall become due and
payable
without notice
as
incurred
by
the
Bank together
with interest thereon
at the then
highest applicable
rate of
interest under the
Obligations Obligation plus plu
three
percent 3%
per
annum until
paid
11
The occurrence of
any
of the
following
events event
shall
be deemed Default
under this thi
Mortgage
the
Mortgagor
shall fail to
pay
or
perform any
of the
terms term and conditions condition
of
any
of the
Obligations Obligation
as
well
as
any
lease
loan
or
collateral
documents document
arising
out of
or
related
thereto
including
but limited
to
this thi
Mortgage promptly
when such
payment
or
performance
is due
or
within
such
grace period
as
may
be
applicable
the
Mortgagor
shall otherwise fail to observe and
perform
the terms term and
conditions condition of this thi
Mortgage
or
the
Mortgagor
shall abandon the
Mortgaged
Premises Premise
12
Upon
the
occurrence
and continuance of
Default
all indebtedness indebtednes
secured
hereby
shall at the
option
of the
Bank
become
immediately
due and
payable
and
this thi
Mortgage
may
be foreclosed
accordingly
The Bank shall be entitled to the
appointment
of receiver for the
Mortgaged
Premises Premise to collect the rents rent and
profits profit
and
to maintain the
Mortgaged
Premises Premise
during any
foreclosure
proceedings proceeding
The Bank shall
have the
option
of
proceeding
as to
both the Real Estate and the Personal
Property
in
accordance with its
rights right
and remedies remedie
in
respect
of the Real
Estate
in
which event
the
default
provisions provision
of the Uniform Commercial Code shall not
apply
If the Bank elects elect
to
proceed
with
respect
to the Personal
Property separately
from the Real Estate
the
requirement
of the Uniform Commercial Code
as
to reasonable notice of
any
proposed
sale or
disposition
of the Personal
Property
shall be met
if such notice is delivered
or
mailed to the
Mortgagor
at its address addres stated above at least ten
10 days day prior
to such
sale
or
disposition
In
any
action
to
foreclose this thi
Mortgage
the Bank shall be entitled to
recover
in addition to all reasonable
attorney
and
related
paraprofessional expenses expense
incurred in connection
therewith
all other reasonable costs cost and
expenses expense
associated with
foreclosure
including
without
limitation
all
expenses expense
incurred
for
title searches searche
abstracts abstract of
title
title
insurance
appraisals appraisal surveys survey
and environmental assessments assessment
reasonably
deemed
necessary
by
the
Bank
all of which costs cost and
expenses expense
shall be
additional amounts amount secured
by
this thi
Mortgage
As used in the
preceding sentence
the
term environmental assessments assessment means mean
inspections inspection
and
reports report
of environmental
engineers engineer
or
firms firm of environmental
engineers engineer or
other
appropriate
experts expert
and
associated
samplings sampling
and
testings testing
of soil
or
groundwater
the
purpose
of which is to
determine whether there is
any
Contamination associated with the
Real
Estate and if
so
the extent thereof and to estimate
the
cost
of
Clean-up
of
any
Contamination
and
to
determine whether there are
any
underground
storage
tanks tank or
any
asbestos asbesto
in on
or
under the Real Estate and if
so
whether there
are
any
violations violation of Environmental Laws Law
in connection therewith As used in this thi
paragraph
the terms term
Contamination
Clean-up
and
Environmental Laws Law are
used
as defined in
numbered
Paragraph
10
13 The
Bank
at its
option
and on such terms term as
it
may
desire
may
extend
the
time of
payment
or
performance
of
any part
or
all of the
Obligations Obligation
or
release
any part
of the
Mortgaged
Premises Premise from the lien of this thi
Mortgage
without
impairing
the lien of
this thi
Mortgage except
as to
the
portion
of the
Mortgaged
Premises Premise
expressly
released and
without
releasing
the
Mortgagor
or
any guarantors guarantor
or sureties suretie of or from
any
of the
obligations obligation
No
delay by
the Bank in the exercise of
any
of its
rights right
under this thi
Mortgage
shall
preclude
the
subsequent
exercise thereof
so
long
as
any
Default continues continue
uncured
and no waiver
by
the Bank of
any
Default of the
Mortgagor
shall
operate
as waiver of
subsequent
or
other Defaults Default The
making
of
any payment by
the Bank for
any
of the
purposes purpose
herein
permitted
shall not constitute waiver of
any
breach of the
Mortgagors Mortgagor
covenant to
perform
such act Notice
by
the Bank of its intention
to
exercise
any right
or
option
under this thi
Mortgage
is
expressly
waived
by
the
Mortgagor
and
any
one or more
of the
Banks Bank
rights right
or
remedies remedie under
this thi
Mortgage may
be enforced
successively
or
concurrently
Time is of the essence of this thi
Mortgage
14 If
Mortgagor
shall
sell assign or
otherwise transfer
ownership
of the
Mortgaged
Premises Premise
or create or
permit
to exist
any
other
liens lien
or encumbrances encumbrance on
the
Mortgaged Premises Premise
or
any
part thereof
without the
prior
written consent of
Bank
all
Obligations Obligation
secured
by
this thi
Mortgage
shall at the
option
of
Bank and without notice or
demand
become
immediately
due and
payable
15 All
obligations obligation
of
the
Mortgagor
under this thi
Mortgage
shall extend to and
be
binding upon
the
successors successor
and
assigns assign
of the
Mortgagor
arid shall inure to the
benefit of the Bank and its successors successor and
assigns assign
16
This Thi
Mortgage
shall be
governed by
and construed and
enforced in all
cases case
by
the
substantive laws law of the
State of
Indiana
notwithstanding
the fact that Indiana
conflicts conflict of law
rules rule
might
otherwise
require
the substantive
rules rule of law of another
jurisdiction
to
apply
17 Bank and
Mortgagor
agree
that
upon
the written demand of either
party
whether made
before or after the
institution of
any
legal
proceedings proceeding
but
prior
to the
rendering
of
any judgment
in that
proceeding
all
disputes dispute
claims claim and
controversies controversie
between
them
whether
individual
joint
or class clas in
nature arising
from and of the
Obligations Obligation
any
loan
or collateral documents document
arising
out of or related
thereto
including
but not limited
to
this thi
Mortgage
or
otherwise
including
without
limitation
contract
disputes dispute
and tort
claims claim shall be resolved
by binding
arbitration
pursuant
to the
Commercial rules rule of
the American Arbitration Association
AAA
Any
arbitration
proceeding
held
pursuant
to this thi
arbitration
provision
shall
be conducted in the
city
nearest
the
Mortgagors Mortgagor
address addres
having
an AAA
regional office
or at
any
other
place
selected
by
mutual
agreement
of the
parties partie No act to take
or dispose
of
any Mortgaged
Premises Premise
shall constitute waiver
of this thi arbitration
agreement
or be
prohibited by
this thi
arbitration
agreement
This Thi arbitration
provision shall not limit the
right
of either
party
during
any dispute
claim
or
controversy
to
seek
use
and
employ ancillary or
preliminary rights right
and/or
remedies remedie judicial or otherwise for the
purposes purpose
of
realizing
upon preserving protecting
foreclosing
upon
or
proceeding
under
forcible
entry
and
detainer for
possession
of
any
real or
personal property
and
any
such action
shall not be
deemed
an
election
of remedies remedie Such
remedies remedie
include
without
limitation obtaining
injunctive relief or
temporary retraining order
invoking
power
of sale under
any
deed
of trust
or
mortgage obtaining writ of attachment
or imposition
of
receivership
or
exercising
any
rights right
relating
to
personal
property
with
or without
judicial
process proces
pursuant to
the
Uniform Commercial
Code
Any
disputes dispute
claims claim or controversies controversie
concerning
the lawfulness lawfulnes
or reasonableness reasonablenes of
an
act
or exercise of
any
right or
remedy
concerning any Mortgaged Premises Premise
including
any
claim to
rescind
reform
or otherwise
modify any
agreement relating
to the
Mortgaged
Premises Premise
shall also be
arbitrated
provided however
that
no arbitrator shall
have the
right or
the
power
to
enjoin
or
restrain
any
act of either
party Judgment
upon any
award
rendered
by
any
arbitrator
may
be entered in
any
court
having jurisdiction
The statute of
limitations limitation estoppel waiver
laches lache and similar
doctrines doctrine which would
otherwise be
applicable
in
an
action
brought by
party
shall be
applicable
in
any
arbitration
proceeding
and
the commencement of
an
arbitration
proceeding
shall
be deemed the
commencement of
any
action for these
purposes purpose
The Federal Arbitration
Act
Title
of the United States State
Code
shall
apply
to
the
construction
interpretation
and
enforcement of this thi arbitration
provision
18
THE MORTGAGOR AND
BANK
BY
ITS
ACCEPTANCE
HEREOF
HEREBY
VOLUNTARILY
KNOWINGLY IRREVOCABLY AND
UNCONDITIONALLY
WAIVE ANY RIGHT TO HAVE
JURY PARTICIPATE
RESOLVING ANY
DISPUTE
WHETHER BASED UPON
CONTRACT TORT OR
OTHERWISE
BETWEEN OR
AMONG THE
MORTGAGOR AND BANK ARISING
OUT OF OR iN ANY WAY RELATED
TO THIS THI
MORTGAGE OR ANY OTHER
LOAN OR
COLLATERAL DOCUMENT
THIS THI PROVISION IS MATERIAL
INDUCEMENT TO
LENDER TO PROVIDE THE
FINANCING DESCRIBED
HEREIN OR
IN THE OTHER LOAN
DOCUMENTS DOCUMENT
Dated December
17
2009
Global Investment
Consulting
Inc
Michae
Anj4cretar
STATE OF INDIANA
SS
COUNTY OF
lndiana.
Before
me Notary
Public in and for the above
County
and
State personally
appeared
Michael
An
who acknowledged
the execution of the
foregoing Mortgage
WITNESS WITNES
my
hand and Notarial seal this thi 17th
day
of
December
2009
My
Commission
Expires Expire
3--l
Notary
Public
MyCountyofResidence
____________
Printed
THiS THi INSTRUMENT PREPARED BY Michael Belcher
Officer of First Farmers Farmer Bank
Trust
123 Jefferson
St Converse
In 46919
affirm
under the
penalties penaltie
for
perjury
that have taken reasonable care to
redact each
Social
Security
number in this thi
document
unless unles
required by
law Michael Belcher of
First Farmers Farmer Bank
Trust
TITLEINS.FELENO LT
09-1587
INVOICE
ABSTRACT NO
09-1830
GRANT COUNTY ABStRACT CO INC
DATE
December 17 2009
PHONE 664-7371-P.O BOX 897
To
Global Investment
Consulting
200
SOUTH WASHINGTON STREET
Inc
MARION
INDIANA 46952
NO MONKEY BUSINESS BUSINES WE GIVE
SERViCE
Recording
Title
Date
Key
Fees Fee 1nsurance1
Abstracting
2/O8/0
Lots Lot 77
78 92 Whites White 6th
and Pt
Lots Lot 22 23
Nelson Gauntts Gauntt
LT 09-1587 $2500000.00
4375.0
TIEF fees fee
5.0
Owner
GLOBAL
INVESTMENT CONSULTING
INC
Title Insurance Binder Commitment Xl
Ordered
By
Michael Beicher
sc
Abstract Delivered To same
Remarks Remark
TOTAL $4380.00
IyuyeitJide
Insurance
rporation
NATIONAL
HEADQUARTERS HEADQUARTER
RICHMOND VIRGINIA
SCHEDULE COMMITMENT
FOR TITLE INSURANCE
Effective
Date
December 2009 at 800 Case
No LT 09-1587
Policy
or
policies policie
to be
issued
Amount
$________________
ALTA Owners Owner Policy 6-17-2006
ALTA Residential Title Insurance Policy
Proposed
insured
ALTA Loan
Policy
6-17-2006
Amount 2500000.00
Proposed
insured First Farmers Farmer
Bank and Trust
Amount
S_______________
Proposed
insured
Title to the
Fee
Simple
estate or interest
in the land
described
or
referred to
this thi Commitment is at
the effective date
hereof vested in
GLOBAL
INVESTMENT CONSULTING INC
The
land referred to in this thi Commitment
is described as follows follow
Lots Lot
Numbered
Seventy-seven
77
and
Seventy-eight
78
and the South half
of Lot
Number
Ninety-two
92
all in Whites White
Sixth Addition to the Town now City
of Marion
Indiana
ALSO The vacated East-West
alley lying
along
the North ends end
of said Lots Lot Number 77
and 78
ALSO The North one half 1/2
of Lot Number
Ninety-two
92
in Whites White Sixth 6th
Addition to the
Town
now
City
of Marion
Indiana
See
Schedule
Paragraph
Continued
GRANT COUNTY
ABSTRACT CO INC
200 South Washington
Street
Marion
Indiana 46952
Countersigned
at 765664-7371
Commitment No.LT
09-1587
sChedule sage
BY
y%4 Its
Pres Pre
Author/zq
Officer or Agent Harry
Finch
so
LIE LTIC
LITIC LTIC LTIC bTIClL2FI
Form
No 91-88 SCH.A
This Thi commitment
is invalid unless unles
the
Insuring
035-l-088-000l/l0
Provisions Provision and Schedules Schedule
and are
attached
Lawyers Lawyer
Title Insurance
Corporation
Schedule contid
Page
Commitment
No LT 09-1587
ALSO
Thirty-three
33
feet off of the South
side of Lot Number
Twenty-two
22 in
Nelson and Gauntts Gauntt
Addition to the
Town
now
City
of Marion
being
the South half of
said
Lot
ALSO
Beginning
at
point
on the East
line of the
alley running
North and South
between Race and Nebraska Streets Street
at the Northwest
corner of the
North
one
half of
Lot
Number 22 in Nelson
and Gauntt1s Gauntt1 Addition to
the
City
of Marion
and
running
thence East
parallel
with the South line
of West Second Street sixty-two
62 feet
thence South
thirty-three
33 feet
thence West sixty-two
62 feet to
the East line
of the above
described
alley
thence
North
thirty-three
33
feet to the
point
of
beginning
the same
being
the West
part
of
the North one
half of Lot Number 22 in
Nelson
and Cauntts Cauntt Addition to the
City
of Marion
Indiana
ALSO The South half 1/2
of Lot Numbered Twenty-three
23
in Nelson and Cauntts Cauntt
Addition
to the Town now
City
of Marion Indiana
ALSO The North
half
1/2
of Lot
Numbered
Twenty-three
23
in Nelson
and Cauntts Cauntt
Addition to the Town now City
of Marion
Indiana
Jnsurance
@rporation
NATIONAL
HEADQUARTERS HEADQUARTER
RICHMOND VIRGINIA
SCHEDULE
Section
Requirements Requirement
The following are
the
requirements requirement
to be
complied
with
Item
Payment
to or for
the account of the
grantors grantor
or
mortgagors mortgagor
of the
full
consideration for
the
estate
or interest to
be insured
Item
Proper
instruments instrument creating
the estate or interest to
be insured must be
executed and
duly
filed for
record
to-wit
NOTE
By
virtue of
XC 27-7-3.6
fee of $5.00
will be collected from the
purchaser
of the
policy
for each
policy
issued in
conjunction
with closing occurring
on or
after
July
2006 The fee should
be
designated
in the 1100
series serie of the HUD form as
TIEFF
Title
Insurance Enforcement
Fund
Fee charge
Mortgage
from Global
Investment
Consulting
Inc
to First Farmers Farmer
Bank and Trust
Mortgagors Mortgagor closing
affidavit to be
furnished
Certificate
of Existence from the
Indiana
Secretary
of State
for Global Investment
Consulting
Inc
Proof
by
affidavit or certified
copy
of
corporate
records record
that
signatory
signatories signatorie
is are authorized
to
mortgage
insured land
This Thi
commitment is
invalid unless unles
the
insuring
schedule Section
Provisions Provision
and Schedules Schedule
and are
attached Page
Commitment
No LT 09-1587
Form
No 91-88 2-1
035-l-O88000l/lO
Jnsurance
rp
oration
NATIONAL
HEADQUARTERS HEADQUARTER
RICHMOND VIRGINIA
COMMITMENT FOR
TITLE INSURANCE
SCHEDULE
Section
Exceptions Exception
The
policy
or
policies policie
to
be issued
will
contain
exceptions exception
to the
following
unless unles the same
are
disposed
of
to
the satisfaction of the
Company
Defects Defect
liens lien encumbrances encumbrance
adverse claims claim or other matters matter
if
any
created first
appearing
in the
public
records record or
attaching
subsequent
to the effective
date hereof
but
prior
to the date the
proposed
insured
acquires acquire
for value of record the estate or
interest or
mortgage
thereon covered
by
this thi Commitment
Rights Right
or
claims claim of
parties partie
in
possession boundary
line disputes dispute overlaps overlap
encroachments encroachment
and
any
other matters matter not
shown
by
the
public
records record
which would be
disclosed
by
an accurate
survey
and
inspection
of the land described in Schedule
Easements Easement
or claims claim or easements easement
not shown
by
the
public
records record
Any
lien or right
to
lien
for
services service
labor or material
heretofore or hereafter
furnished imposed by
law and not
shown
by
the
public
records record
Taxes Taxe or assessments assessment
which are not shown as existing
liens lien
by
either the
public
records record
or
the records record
of
any
taxing authority
that
levies levie taxes taxe or assessments assessment
on real
property
Taxes Taxe for 2008 due
and
payable
in 2009 and the taxes taxe
for all
subsequent years year
Lots Lot 77 78 Whites White
6th Add Non-Taxable 1992
Assessed in the name
of Global Investment
Consulting
Inc
Taxing
Unit Marion-in-Center Township
Tax
Key
Number
16-07-1693 1694
Map Key
Number
27-07-06-301-051.000-002
Parcel Number 016-07014-60
Land$21800.00 Improvements$167800.00
Exemptions Exemption
Charitable $189600.00
Standard Deduction$-0-
1st installment
$-0-
2nd
installment
$-0-
NOTE If
policy
is to
be issued in
support
of
mortgage
loan
attention is
fact that
the
Company
can assume no liability
under its policy
the
closing
Insured
Closing
Service
for
compliance
with the
requirements requirement
of
any
protection
or truth in lending
law in connection
with said
mortgage
loan
Form
NO 91-88 3-2
CENTRAL
035-1-088-8504/2
1/2
Lot 92
Assessed in the
Taxing
Unit
Tax
Key
Number
Map Key
Number
Parcel Number
Land
$3500.00
Non-Taxable Whites White 6th Add 1992
name of Global
Investment
Consulting
Inc
Marion-in-Center Township
16-07-1698
27-07-06-301-030.000-002
016-07015-40
Improvements Improvement
See Schedule
Section
Continued
This Thi
commitment is invalid
unless unles the Insuring
Provisions Provision
and Schedules Schedule
and are attached
directed to the
instructions instruction
or
consumer credit
Schedule
Section
Page
Commitment No.LT
09-1587
Lawyers Lawyer
Title Insurance
Corporation
Schedule Section contd
Page
Commitment No
LT 09-1587
Exemptions Exemption
Charitable $3500.00
Standard Deduction$-0-
1t installment
$-0-
2nd installment
$-O
1/2 Lot 92
Whites White 6th Add Non-Taxable 1992
Assessed in the name of
Global Investment
Consulting
Inc
Taxing
Unit Marion-in-Center Township
Tax
Key
Number 16-07-1698.01
Map Key
Number 27-07-06-301-038.000-002
Parcel
Number
016-07015-50
Land$5500.00
Improvements$-0-
Exemptions Exemption
Charitable $5500.00
Standard Ueduction$-0-
1st installment $-0-
2nd
installment
$-0-
1/2 1/2
Lot 22
Nelson Gauntt Add Non-Tax 1992
Assessed in the name of Global Investment Consulting
Inc
Taxing
Unit
Marion-in-Center
Township
Tax
Key
Number
16-02-433
Map Key
Number 27-07-06-402-001000-002
Parcel Number
016-02028-50
Land$13700.00 Improvements$-0-
Exemptions Exemption
Charitable
$13700.00
Standard Deduction$-0-
1st installment $-0-
2nd installment $-0-
1/2
Lot 22 Nelson Gauntt
Add Non-Taxable
1992
Assessed
in the
name
of Global Investment Consulting
Inc
Taxing
Unit
Marion-in-Center Township
Tax
Key
Number 16-02-433.01
Map Key
Number 27-07-06-402-015.000-002
Parcel
Number 016-02028-60
Land$14500.00 Improvements$0
Exemptions Exemption
Charitable $14500.00 Standard
Oeduction$-0-
1st installment $-0-
2nd installment
$-0-
1/2
Lot 23
Non-Taxable Nelson Gauntt
Add 1992
Assessed in the name of
Global Investment
Consulting
Inc
Taxing
Unit Marion-in-Center Township
Tax
Key
Number 16-02-434
Map Key
Number 27-07-06-402-017.000-002
See
Schedule
Section Continued
Lawyers Lawyer
Title Insurance Corporation
Schedule Section contd
Page
Commitment
No LT 09-1587
Parcel Number 016-02028-80
Land$14500.00 Improvements$-0-
Exemptions Exemption
Charitable $14500.00
Standard Deduction$-0-
1st installment $-0-
2nd installment s-O
1/2
Lot 23 Non-Taxable
Nelson Gauntt Add 1992
Assessed
in the
name
of Global Investment Consulting
Inc
Taxing
Unit Marion-in-Center Township
Tax
Key
Number
16-02-434.01
Map Key
Number 27-07-06-402-022.000-002
Parcel Number 016-02028-90
Land$l450000
Improvements$-0-
Exemptions Exemption
Charitable $14500.00
Standard Deduction$-0-
1st
installment
5-0-
2nd installment 5-0-
No Guaranty
or other assurance
is made as
to the
accuracy
of the
property
tax
information
contained herein
Please contact the
Grant
County
Treasurers Treasurer
Office at
765-668-6556 to confirm amounts amount
dim
Subject
tc 2008 taxes taxe
due and
payable
in 2009
AFFIDAVIT OF MORTGAGOR
STATE
OF INDIANA
SE
Address Addres
COUNTY OF GRANT
Purchase Price 0.00
VA Number
FHA Number
The
undersigned being
first
duly
sworn
upon
oath state that
We have
purchased
the
property
known
by
the address addres shown
above and
described in
Preliminary
Certificate
issued
pursuant
to
the above numbered
order
and have
simultaneously
hereto
executed note and
mortgage
which
mortgage
constitutes constitute
lien
against
said
property
hereafter referred to as
the
property
We
intend to and will
occupy
the
property
as our
residence
We have no
knowledge
of
any
unpaid
bills bill or
claims claim for labor
performed
or
material furnished
for the construction repair
or alteration of
improvements improvement
on the
property
we have not
executed or
signed
nor
permitted anyone
on our behalf to
execute or
sign any
instrument including
but not limited to security
agreements agreement
financial
statements statement leases lease
contracts contract
or chattel
mortgages mortgage
affecting
title to
the
property
or
any
chattel
or
fixture
placed
on
or
installed on the property
We are
over
eighteen 18 years year
of
age
citizens citizen of the
United
States State
have never been
declared
mentally incompetent
nor
adjudged bankrupt
and
have never made an assignment
for the benefit
of creditors creditor There are no
petitions petition
now
pending
against
us for
bankruptcy
insolvency
or
incompetency
and we have no
knowledge
of
any
pending
suits suit
or judgments judgment
in
any
court that
would affect the
property
We
have
paid
in full the contract purchase price
shown
above for the
property
and we
have
no
other
unpaid
obligations obligation
which
were
contracted for
in connection
with the
purchase
of the
property
or
for the construction of
improvements improvement
thereon
we have not
and will not
pay
directly
or
indirectly any
brokerage
fee
commission
service charge
or other closing
costs cost
except
those
permitted by
Federal
Housing
Administration or
Veterans Veteran Administration
We are not
in
any
way
indebted to
the seller
we have
contracted
with the Seller of the
property
under labor
credit
agreement
to
furnish certain
labor and material
used in construction
of
improvements improvement
on
the
property
for which we have
received credit
against
the
purchase
price
we further
state that there are
no
unpaid obligations obligation
in
connection
with the labor
and material
involved in the labor
credit
agreements agreement
Delete
if not applicable
The foregoing
statements statement are true
except
for the following specific
changes change
additions addition or exceptions exception
That there
has been no
change
in the marital status statu
of the affiants affiant
since
___________________________
Date
of
acquisition
or
of
marriage
It is understood
that where
applicable
herein
the
plural
form of
any
word
shall be construed as singular
Global Investment
Consulting Inc
_______________________________
Subscribed
and
sworn
to before
me Notary
Public in and for said
County
and State
this thi
________
day
of
________________ _______
My
Commission
Expires Expire
Notary
Public
My
county
of Residence
Notary
Public-name printed
$2500000
City
of
Marion
Indiana
Taxable Economic
Development
Revenue Bond
Series Serie
2009
Global
Investment
Consulting
Inc
Project
the
Series Serie 2009
Bond
CERTIFICATE
OF PAYMENT FOR AND RECEIPT OF BONDS BOND
First Farmers Farmer
Bank
Trust
the Purchaser hereby
certifies certifie that
The Purchaser has caused to be delivered to
First Farmers Farmer Bank
Trust
as trustee
the Trustee
in
payment
for the Series Serie 2009
Bond
an
aggregate
amount
of
$2500000
which
represents represent
the
par
amount of the Series Serie 2009 Bond
On the date hereot the
City
of
Marion Indiana
has delivered or
caused
to
be
delivered
to
the
Purchaser
and the Purchaser has
received
the Series Serie 2009
Bond
Dated December
17
2009
FIRST FARMERS FARMER BANK TRUST
By____
Title
IN1JSOIBDD 1168197W
December
17
2009
City
of
Marion
Indiana
Marion
Indiana
Barnes Barne
Thornburg
LLP
Indianapolis Indianapoli
Indiana
46204
Ladies Ladie and Gentlemen
The
undersigned
is this thi
day purchasing
the
City
of
Marion Indiana
Taxable Economic
Development
Revenue
Bond
Series Serie 2009
Global
Investment
Consulting
Inc
Project the
Bond
in
an
aggregate
authorized
principal
amount
of
$2500000 pursuant
to Trust
Indenture
dated
as
of December 2009
the Indenture
between
the
City
of
Marion
Indiana
the Issuer
and First Farmers Farmer Bank
Trust
as trustee
The
proceeds proceed
of the Bond will be lent
to
Global Investment
Consulting
Inc
the Borrower pursuant
to Loan
Agreement
dated as
of December 2009
the
Loan
Agreement
between
the Issuer and the Borrower In
consideration of the issuance of the
Bond
the
undersigned hereby
makes make the
following
representations representation
and warranties warrantie which
you may
rely
upon
in
connection
with this thi transaction
It is
an
institutional accredited investor
as
defined in
Rule
501a1
or
under
the
Securities Securitie
Act of
1933
as
amended
1933 Act purchasing
bonds bond
for its
own
account or
for the account of another such institutional accredited
investor
and it is
acquiring
the Bond for investment
purposes purpose
and not
with view
to
or
for offer
or
sale in connection
with
any
distribution in violation of the 1933 Act It has such
knowledge
and
experience
in financial
and business busines matters matter
as
to be
capable
of
evaluating
the merits merit and risk of its investment in the
Bond
and invest
in
or
purchase
securities securitie similar to the Bond in the normal course
of
its
business busines
and
it
and
any
investor accounts account for which it is
acting
are
able
to
bear the economic risk of their
or
its investment for
an
indefinite
period
of time It confirms confirm that neither the Issuer nor
any
person
acting
on
its behalf has offered to sell
the
Bond
by
and that it has not been made aware of
the
offering
of
the Bond
by
any
form of
general
solicitation
or
general
advertising including
but not limited
to any
advertisement article
notice or
other communication
published
in
any
newspaper
magazine
or
similar media
or
broadcast
over
television or radio
It is
familiar
with the Issuer and the
Borrower
it has received such
information
concerning
the Issuer and the
Borrower
the Bond and the TIF
Revenues Revenue
as
defined in the
Indenture as
it deems deem to be
necessary
in
connection
with investment in the Bond It has
received
read and commented
upon
copies copie
of the Indenture and the Loan
Agreement
Prior
to
the
purchase
of the
Bond
it has been
provided
with the
opportunity
to ask
questions question
of
and
receive
answers answer
from the
representatives representative
of the Issuer and the Borrower
concerning
the terms term
City
of
Marion
Indiana
Barnes Barne
Thornburg
LLP
December
17
2009
Page
and conditions condition of the
Bond
the tax status statu of
the
Bond legal opinions opinion
and
enforceability
of
remedies remedie
the
security
therefor
and
property
tax
reform
and to obtain
any
additional
information
needed in order to
verify
the
accuracy
of
the
information obtained to the extent that the
Issuer
and the Borrower
possess posses
such information
or can
acquire
it without unreasonable effort
or
expense
It is not
relying
on Barnes Barne
Thornburg
LLP
or
London Witte
Group
for information
concerning
the financial status statu of the Issuer and the Borrower or
the
ability
of the Issuer and the
Borrower to honor
their
respective
financial
obligations obligation
or other covenants covenant
under the
Bond the
Indenture
or
the Loan
Agreement
It understands understand that the
projection
of TIF Revenues Revenue
prepared
in
coimection
with the issuance of the Bond has been based
on
estimates estimate of the
investment in real
and
personal
property
provided by
the Borrower
among
other
things thing
It is
acquiring
the Bond for its
own
account with no
present
intent to
resell
and
will
not sell
convey
pledge
or
otherwise transfer
the
Bond to an
entity
that is not
an
accredited
investor without
prior compliance
with
applicable registration
and disclosure
requirements requirement
of
state and federal securities securitie laws law
It understands understand that the Bond has not been
registered
under the 1933 Act
and
unless unles
so
registered may
not be sold to an
entity
that is not an accredited investor
without
registration
under the 1933 Act
or an
exemption
therefrom It is aware that
it
may
transfer
or
sell
the Bond
only
if the Issuer and the Borrower shall first
have received
satisfactory opinion
of
counsel that the sale
or
transfer will not violate the 1933
Act
the Securities Securitie
Exchange
Act of
1934 and the Investment
Company
Act
of 1940 and
regulations regulation
issued
pursuant
to
such
Acts Act
or
ii
no-action letter of the staff of the Securities Securitie and
Exchange
Commission that the staff will
recommend that no action be
taken with
respect
to such sale
or transfer or iii
certificate
stating
that it
reasonably
believes believe that the transferee is
Qualified
Institutional
Buyer
within
the
meaning
of Section of
Rule 144A
Rule 144A promulgated by
the Securities Securitie
and
Exchange
Commission
pursuant
to the 1933 Act and has informed the transferee
of the transfer
restrictions restriction
applicable
to the Bond and that the transferor
may
be
relying
upon
Rule l44A with
respect
to
the transfer of the Bond
It understands understand
that
the sale or
transfer of the Bond in
principal
amounts amount less les than
$100000
is
prohibited
other than
through primary offering
It has
investigated
the
security
for the
Bond including
the
availability
of
TIF
Revenues Revenue to its
satisfaction
and it understands understand
that the
Bond
is
payable
from the issuance of
City
of
Marion Indiana
Taxable Economic
Development
Revenue
Bonds Bond
as well as
loan
repayments repayment
from the Borrower under the Loan
Agreement
and
by
available TIE Revenues Revenue It further
understands understand that the Issuer does doe not
have the
power
or
the
authority
to
levy
tax to
pay
the
principal
of
or
interest
on
the Bond
City
of
Marion
Indiana
Barnes Barne
Thornburg
LLP
December
17
2009
Page
It understands understand that interest
on
the Bond is taxable for
federal income
tax
purposes purpose
Very truly yours your
FIRST FARMERS FARMER BANK
TRUS TRU
By_______
Title
iI.I
INOSOI BUD 1168195v2
$2500000
City
of
Marion
Indiana
Taxable Economic
Development
Revenue
Bond
Series Serie 2009
Global
Investment
Consulting
Inc
Project
the
Series Serie 2009
Bond
CERTIFICATE OF TRUSTEE
The
undersigned duly
elected
qualified
and
acting
officer
holding
the office as indicated
below
my signature
of First Farmers Farmer Bank Trust
the Bank hereby
certifies certifie that
The
following
officer of the Bank
has been
duly
elected
or
appointed
and
qualified
and is
resentl
serving
as
such
a4hat
his/her
signature
is as
/r
Typed
or
Printed Name
Vv57
er
Official Title
Exhibit attached hereto is true and correct
copy
of
excerpts excerpt
from the
by-laws by-law
or
other
documentary
material
establishing
the
trust
authority
of the
Bank
ii
that
Ron
Douglas Dougla
was
authorized to
sign
in the name and on behalf of the Bank
in its
corporate
trust
capacity
the Trust
Indenture
dated
as
of December
2009
by
and between the
City
of
Marion Indiana
and the Bank as
trustee relating
to
the Series Serie 2009
Bonds Bond
and
iii
that Ron
Douglas Dougla
was authorized to authenticate
the Series Serie 2009 Bond
Dated December
17
2009
FIRS FIR F-ARMERS F-ARMER BANK
TRUSTaC
ustee
By
cD2
Printed
zy2ZS zy2Z
Title
-7-c5
INDSOL BOO 068193v1
$2500000
City
of
Marion
Indiana
Taxable Economic
Development
Revenue
Bond
Series Serie 2009
Global
Investment
Consulting
Inc
Project
the
Series Serie
2009
Bond
CERTIFICATE OF AUTHENTICATION AND DELIVERY
OF BONDS BOND
AND APPLICATION OF BOND PROCEEDS PROCEED
First
Farmers Farmer
Bank
Trust
as trustee
the Trustee
under Trust Indenture
by
and
between the
City
of
Marion
Indiana
the Issuer
and the
Trustee
dated
as
of December
2009 hereby
certifies certifie that
It has received from the Issuer the Series Serie 2009 Bond
It has
caused the Series Serie 2009 Bond to be authenticated
by
the
signature
of an
authorized officer
on
the Certificate of Authentication contained in the Series Serie 2009
Bond
It has delivered the Series Serie 2009
Bond so authenticated
to First Farmers Farmer Bank
Trust
the
purchaser
of the Series Serie 2009 Bond
It has
received
in
payment
for the Series Serie 2009
Bond $2500000 representing
the
par
amount
of the Series Serie 2009
Bond
and has
deposited
the
proceeds proceed
from the sale of the Series Serie
2009 Bond into the Construction Fund
under the
trust
indenture for the Series Serie 2009 Bond
Executed this thi
17th
day
of
December
2009
FIRST FARMERS FARMER BANK
TRUST
as
Trustee
By
____
Printed -r
cc
flue
-sr _Jrreces _Jrrece
INDSOI BDD 1168191v1
LAW OFFCES OFFCE
SPITZER HERRIMAN STEPHENSON HOLDEREAD MUSSER
CONNER
LLP
ONE TWENTY TWO EAST FOURTH STREET
P.O BOX S27
HERBERT
SPITZER JR MARION INDIANA 46952 ESTABLISHED 1931
CHARLES CHARLE HERRIMAN
TELEPHONE 765 864-7307
ROBERT GEMMILL
PHILLIP STEPHENSON
FAX 765 662-0574
JEROME HOLDEREAD
JAMES JAME BROWNE
JOSEF MUSSEP WEBSITE SHSHLAW.COM
940-1993
MICHAEL CONNER
JOHN
BROWNE
JR
RYLE PERSINOER
1915-1999
JASON MSVCKER
JERRY TORRANCE
918-2006
December
17
2009
City
of
Marion
Indiana
Marion
Indiana
First Farmers Farmer Bank Trust
Converse
Indiana
Barnes Barne
Thornburg
LLP
Indianapolis Indianapoli
Indiana
Re
$2500000 City
of
Marion
Indiana Taxable
Economic
Development
Revenue
Bonds Bond
Series Serie 2009
Global Investment
Consulting
Inc
Project the
Bonds Bond
Ladies Ladie and Gentlemen
We have acted
as counsel for the
City
of
Marion
Indiana
the Issuer
in
connection
with the
authorization and issuance of the
above-referenced Bonds Bond We have examined and
are
familiar with the
proceedings proceeding
of the Issuer with
regard
to
the
creation of the Economic
Development
Commission of the Issuer
the Commission
and certified
copies copie
of the
proceedings proceeding
of the Issuer and the
Commission
relating
to the authorization and
execution
by
the
Issuer of the
Trust
Indenture
with
respect
to
the
Bonds Bond
between the Issuer and First
Farmers Farmer
Bank
Trust as trustee
the
Trustee
dated
as
of December
2009
the Indenture
ii
Loan
Agreement
with
respect
to
the
Bonds Bond
between the Issuer and Global Investment
Consulting
Inc
dated
as of December 2009
the
Loan
Agreement
and
iii
the Bonds Bond
the
Indenture
Loan
Agreement
and the
Bonds Bond
being collectively
referred
to as the Transaction
Documents Document
Based
upon
such examination
and the examination of such other
information
papers paper
documents document and laws law
as we believe
necessary
or
advisable
we are of the
opinion
that
The Issuer
is
duly
constituted
municipal
corporation
of the State of
Indiana
validly existing
under the constitution and
statutes statute of the State of
Indiana
and
has the
power
and
authority
to
execute
deliver and
perform
its
obligations obligation
under the Transaction Documents Document and
consummate all transactions transaction
contemplated
by
the Transaction Documents Document
SPVrZER 1-IERRIMAN STEPHENSON HOLCEREAD MUSSER CONNER
LLP
City
of
Marion
Indiana
First Farmers Farmer Bank Trust
Barnes Barne
Thornburg
LLP
December
17
2009
Page
The Commission is
commission of the
Issuer duly
constituted and
validly
existing
under the statutes statute of the State of
Indiana
for the benefit of the Issuer In
entering
into
the Transaction Documents Document and
performing
its
obligations obligation thereunder
the Commission and the
issuer
are
acting
in furtherance
of
public purpose
for which
they
were
created
The
Issuer has the
power
and
authority
to finance the
Project as
such
term is
defined in the Loan
Agreement
has made the
necessary findings finding
of
public purpose
and has
taken all
steps step
and followed all
procedures procedure required by
the Constitution and the laws law of
the State
of
Indiana
as amended and
supplemented
and other
applicable
law in connection
therewith
has
full
legal right
power
and
authority
to enter into the Transaction
Documents Document ii issue
sell
and deliver the
Bonds Bond
and
iii
carry
out
and
consummate all other transactions transaction
contemplated by
the Transaction
Documents Document
and has
complied
with all
provisions provision
of
applicable
law in all
material matters matter
relating
to such transactions transaction
The Issuer has
duly
authorized the execution and
delivery of
and
the
performance
of its
obligations obligation
under the Transaction
Documents Document
and
ii
the
taking
of
any
and
all such action
as
may
be
required on
the
part
of the Issuer
to
carry
out give
effect to and
consummate the transactions transaction
contemplated by
the
Transaction
Documents Document
and has
complied
with all
provisions provision
of
applicable
law in all material
matters matter
relating
to
such
transaction
Each of the
Transaction Documents Document has been
duly authorized
executed and
delivered
by
the
Issuer
To the best of
our
knowledge
and in reliance
upon representations representation
of
officers officer of
the Issuer and the
Commission there is
no action suit
proceeding
inquiry
or
investigation
at
law
or
in
equity pending
or
threatened
against
the Issuer
or
the
Commission
wherein an
unfavorable
decision
ruling
or
finding
would in
any
material
respect adversely
affect
the
enforcement of the
Transaction Documents Document
The
execution
delivery
and
performance by
the Issuer of the Transaction
Documents Document do
not to the best of
our
knowledge
conflict
with or
result in
any
breach of
any
of the
provisions provision of
or constitute default
under
any agreement
or instrument
to
which
the
Issuer
is
party
or by
which it
or
any
of its
property
is
or
may
be
bound
to the best of
our
knowledge
breach
or otherwise violate
any
existing obligation
of the Issuer under
any
court or
administrative
order
writ judgment or
decree that
names name
the
Issuer and is
specifically
directed
to it
or
its
property
or violate
any laws law
rules rule or
regulations regulation applicable
to the Issuer
All
consents consent approvals approval
authorizations authorization and order
of
governmental or
regulatory
authorities authoritie which
are
required
of the Issuer for the
consummation of transactions transaction
contemplated
SPITZER HERRIMAN STEPHENSON HOLDEREAD MUSSER
CONNER
LLF
City
of
Marion
Indiana
First Farmers Farmer Bank Trust
Barnes Barne
Thornburg
LLP
December
17
2009
Page
by
the Transaction Documents Document have
been
obtained
and
provided
that
no
opinion
is
expressed
as
to
compliance
with state securities securitie
or
blue
sky
laws law
All ordinances ordinance
adopted by
the Common
Council of the Issuer
relating
to the
Transaction
Documents Document
and all related
proceedings proceeding comply
with all rules rule and
regulations regulation
of the
Issuer and the Common Council
thereof and all such actions action of the Common Council of the
Issuer referred to in the
transcript
of which this thi
opinion
is
part
were
taken at
meeting
or
meetings meeting
open
to the
general public
notice of which
complied
in all
respects respect
with Title Article
14
Chapter
1.5
Section of the Indiana Code
10 To
our
knowledge
without
independent investigation
and in reliance
upon
representations representation
of the
Issuer no
member of the Common
Council of
the
Issuer has
any pecuniary
interest in
any contract employment lease purchase or
sale made
pursuant
to the
provisions provision
of
Title
36
Article
Chapters Chapter
11.9 and 12 of the Indiana Code
collectively
the
Act
for which
disclosure and abstention
pursuant
to Section 16 of the Act
were
not
properly
undertaken
11 None of the
proceedings proceeding
had
or
actions action taken with
regard
to
any
of the
documents document
mentioned
herein has or have been
repealed
rescinded or revoked
Very truly
yours your
INDSOI 3DD116855v1
ALBERT HARKER
T1
ROBERT BAflON
H.JOSEPH
CERTAIN
k.11ey
1890-1963
THOMAS THOMA HUNT
ALBERTLI-IARKER
MARTIN HARKER
$Ak
ALBERT BONNER BROW1l
JULES JULE
SCOfl WALKER Certain
Attorneys Attorney
and
THOMASW MICHAEL
OF COUNSEL
Counsellors Counsellor at Law 19-4-4-2oo2
CERTIFIED CLVII MEDIATOR
300 WEST THIRD STREET P0 Box 899
SR
REGISTERED FAMILY LAW MEDIATOR
MARION
IN
46952-0899
MICHAEL KILEY
AlSO ADMITFED IN FLORIDA
TEL 765-664-9041 FAX 765-664-8119 1934-2008
www.khclegal.com
LEGAL ASSISTANT
SHIRLEY BALL
December
17
2009
City
of
Marion
Indiana
Marion
indiana
First Farmers Farmer Bank Trust
Converse
Indiana
Barnes Barne Thorn
burg
LLP
Indianapolis Indianapoli
Indiana
Re
$2500000
City
of
Marion
Indiana Taxable Economic
Development
Revenue Bonds Bond Series Serie 2009
Global
Investment
Consulting
Inc
Project the Bonds Bond
Ladies Ladie and Gentlemen
have acted as counsel for the
City
of Marion
Economic
Development
Commission
the Commission
in connection with the
authorization
and
issuance
of the
above-referenced Bonds Bond have examined and
am
familiar
with certified
copies copie
of the
proceedings proceeding
of the Commission
relating
to the authorization and
execution
by
the
City
of
Marion Indiana
the Issuer
of the Trust
Indenture
with
respect
to the
Bonds Bond
between the
Issuer and First Farmers Farmer Bank
Trust as
trustee
the Trustee
dated
as
of December
2009
the Indenture
ii
the
Loan
Agreement
with
respect
to the
Bonds Bond
between the Issuer and Global
Investment
Consulting Inc
dated
as of December 2009
the
Loan
Agreement
and
iii
the Bonds Bond
the Indenture
Loan
Agreement
and the Bonds Bond
being
collectively
referred to as the Transaction
Documents Document
Based
upon
such
examination and the examination of such other
information
papers paper
documents document and laws law
as
believe
necessary
or
advisable
am
of the
opinion
that
Kiley
Harker Certain
City
of
Marion
Indiana
First Farmers Farmer Bank Trust
Barnes Barne
Thornburg
LLP
December
17 2009
Page
The Commission is commission of the
Issuer
duly
constituted and
validly existing
under the
statutes statute
of the
State of
Indiana
for the benefit of the Issuer In
authorizing
and
recommending
the Issuer to
enter
into the
Transaction Documents Document
and
performing
its
obligations obligation
thereunder
the
Commission is
acting
in furtherance of
public purpose
for which it
was
created
To the
best of
my knowledge
and in reliance
upon
representations representation
of officers officer of
the
Commission
there is
no action
suit
proceeding inquiry
or
investigation
at
law
or
in
equity pending
or
threatened
against
the
Commission wherein an unfavorable
decision
ruling
or
finding
would in
any
material
respect adversely
affect the enforcement of the Transaction Documents Document
All resolutions resolution and actions action of the Commission
relating
to
the Transaction Documents Document and all related
proceedings proceeding comply
with
all
by-laws by-law
rules rule and
regulations regulation
of the
Commission
and all such
actions action of the
Commission
referred
to in the
transcript
of which this thi
opinion
is
part
were
taken
at
meeting
or
meetings meeting open
to the
general public
notice of which
complied
in
all
respects respect
with Title
Article
14
Chapter
1.5
Section of the Indiana Code
To
my
knowledge
without
independent
investigation
and
in reliance
upon
representations representation
of the
Commission
no member of
the Commission has
any
pecuniary
interest in
any
contract
employment
lease
purchase
or
sale made
pursuant
to
the
provisions provision
of
Title
36
Article
Chapters Chapter
11.9 and 12 of the Indiana Code
collectively
the
Act
for which disclosure and abstention
pursuant
to Section 16 of the Act
were not
properly
undertaken
None of the
proceedings proceeding
had
or
actions action taken with
regard
to
any
of the documents document mentioned herein has
or
have been
repealed
rescinded
or
revoked
truly yours your
Thomas Thoma Hunt
December
17
2009
City
of
Marion
Indiana
Marion
Indiana
First Farmers Farmer Bank Trust
Converse
Indiana
Re
$2500000
City
of
Marion
Indiana
Taxable
Economic
Development
Revenue
Bonds Bond
Series Serie 2009
Global Investment Consulting Inc
Proiect
Ladies Ladie and Gentlemen
We have acted
as
special
counsel to Global Investment
Consulting
Inc an
Indiana
corporation the Company
in connection with the
preparation
execution and
delivery
of the
Loan
Agreement by
and
between the
Company
and the
City
of
Marion
Indiana
the
City
dated
as of December 2009
the
Loan
Agreement
and the
Note
Series Serie 2009 from the
Company
to
the
City
dated the date of this thi
opinion the Note
In
connection with this thi
opinion we
have examined executed
copies copie
of the
Loan
Agreement
and the Note
As to
questions question
of
fact we
have relied
upon
information
provided by Company
officials official
and
others other including
information in the
Company
Certificate and other
certificates certificate of officers officer of
the
Company
and the
representations representation
of the
Company
contained in
the Loan
Agreement
and the
Note
the
Loan
Agreement
and the
Note
collectively
the
Transaction
Documents Document
without
undertaking
to
verify
the same
by
independent investigation
The law
covered
by
the
opinions opinion expressed
herein is limited to the federal law of the
United
States State of America and the law of
the State of
Indiana
and we
express expres
no
opinion
with
respect
to the
laws law of
any
other state or
jurisdiction
Based
upon
and
subject
to the
foregoing
and the other
terms term and
provisions provision
hereof we are
of the
opinion
that
The
Company
is
corporation validly existing
under the laws law of the State of
Nevada
and is
duly
authorized to transact business busines in the
State of
Indiana
and has full
power
to
execute
and
delivery
and
carry
out and
perform
its
obligations obligation
under the
Transaction Documents Document
City
of
Marion
Indiana
First Farmers Farmer
Bank Trust
December
17
2009
Page2
The
execution delivery
and
performance by
the
Company
of the Transaction
Documents Document
are
wIthin the
Companys Company
power
have been
duly
authorized
by
all
necessary
action
and do
not
violate the
Companys Company
articles article of
incorporation
or
by-laws by-law ii
violate
in
any
material
respect any
law
rule or
regulation applicable
to
the
Company
or
iii
to
our
knowledge
breach
in
any
material
respect any
contractual restriction
binding
on or
affecting
the
Company
No
authorization approval
or other action
by
and
no
notice to
or filing
or
registration
with
any governmental
authority
or
regulatory body
is
required
for the
enforceability
against
the
Company
of
the Transaction
Documents Document
which
authorization approval or
other action
has not been obtained or
which
notice
filing
or
registration
has not been made
Each of the Transaction
Documents Document has been
duly
executed and delivered
by
the
Company
and constitutes constitute valid and
binding obligation
of the
Company
enforceable
against
the
Company
in accordance with its terms term
To
our
knowledge
there is
no
pending
or threatened action or
proceeding against
the
Company
before
any court
governmental
agency
or
arbitrator which is
likely
to have
material
adverse effect
upon
the financial condition or
operations operation
of the
Company
or
which seeks seek
to
restrain
or
would otherwise have material adverse effect on the
transactions transaction
contemplated by
the Transaction Documents Document
The
opinions opinion
set
forth
herein
including
without limitation the
opinion
set
forth in
paragraph hereof
are
subject
to the
following
qualifications qualification
The
enforceability
of each of
the
Transaction
Documents Document is
subject
to the effect
of
bankruptcy insolvency reorganization receivership
moratorium
fraudulent
transfers transfer
fraudulent
conveyance
and other similar laws law
affecting
the
rights right
and
remedies remedie of debtors debtor and creditors creditor
generally
The
enforceability
of each of the Transaction
Documents Document is
subject
to the effect of
general principles principle
of
equity
including
without
limitation
concepts concept
of
materiality
reasonableness reasonablenes
good
faith and fair
dealing
and the
possible unavailability
of
specific performance
or injunctive relief regardless regardles
of
whether
applied by
court
of law or
equity
This Thi
opinion
letter
speaks speak only
as
of its date We undertake
no obligation
to advise
you
or
any
other
person
of
changes change
of
law
or
fact that
occur
after the date hereof even
though
such
changes change
may
affect
legal analysis analysi legal
conclusion
or
an informational confirmation
herein
This Thi
opinion
letter
may
be relied
upon by you
and
any participants participant
in the Transaction
Documents Document
only
in connection with the
Transaction This Thi
opinion
letter
may
not be used or
relied
City
of
Marion
Indiana
First Farmers Farmer Bank Trust
December
17
2009
Page
upon by you
for
any
other
purpose
or
by
any
other
person
for
any purpose whatsoever
without in
each instance
our
prior
wriften
consent
Very truly
yours your
INDSUI EDO 1168209v1
BARNES BARNE THORN BURG
LLP
11
South Meridian
Street
Indianapolis Indianapoli
IN 46204-3535 U.S.A
317 236-1313
Fax
317 231-7433
www.hrlaw.com
December
17
2009
City
of
Marion
Indiana
Marion
Indiana
First Farmers Farmer Bank
Trust
Converse
Indiana
Re
City
of
Marion
Indiana Taxable Economic
Development
Revenue
Bonds Bond
Series Serie 2009
Global
Investment
Consulting
Inc
Froject
Ladies Ladie and Gentlemen
We have acted
as
bond counsel in connection with the issuance
by
the
City
of
Marion
Indiana
the issuer
of
$2500000 aggregate principal
amount
Qf
its
Taxable
Economic
Development
Revenue
Bonds Bond
Series Serie 2009
Global
Investment
Consulting
Inc
Project
dated December
17
2009
the
Bonds Bond
pursuant
to Indiana Code 36-7-1
19-1 ci
seq
and Indiana Code
36-7-12-1
ci
seq
an
ordinance
adopted by
the Common Council of the lssuer
on
November 2009
the
Ordinance
Trust
Indenture
with
respect
to
the
Bonds Bond
between the Issuer
and First Farmers Farmer Bank
Trust
as
trustee
dated
as of December 2009
the Indenture
and Loan
Agreement
with
respect
to the
Bonds Bond
between the
Issuer and Global Investment
Consulting
Inc
the Borrower
dated
as
of December 2009
the
Loan
Agreement
We have examined the law and such certified
proceedings proceeding
and such other
papers paper
as we
deem
necessary
to render this thi
opinion
As
to
questions question
of fact material to our
opinion
we have relied
upon representations representation
of the Issuer
and the Borrower contained in the
Ordinance
the Indenture and the Loan
Agreement
the certified
proceedings proceeding
and other certifications certification of
public
officials official furnished
to
us
and
certifications certification
representations representation
and other
information furnished to us
by
or on behalf of the
Issuer
the Borrower and
others other
without
undertaking
to
verify
the
same
by independent investigation
We have relied
upon
the
legal
opinions opinion
of
Herbert
Spitzer
Jr of
Spitzer
Herriman
Stephenson
Holderead Musser
Conner
LLP
counsel
to
the
Issuer
and Thomas Thoma Hunt of
Kiley
Harker
Certain
counsel to the Economic
Development
Commission
of
the
Issuer
dated the date
hereoL as
to the matters matter stated therein
Based
upon
the
foregoing
we
are
of the
opinion
that
under
existing
law
The Bonds Bond have been
duly authorized
executed and delivered
by
the
Issuer
and are valid
and
binding special
and limited
obligations obligation
of the
Issuer
enforceable in accordance with their terms term The
Bonds Bond
are
payable solely
from the sources source
provided
therefor in the Indenture
Each of the Indenture and the Loan
Agreement
has been
duly
authorized
executed
and
delivered
by
the
Issuer
and is valid and
binding obligation
of the
Issuer
enforceable
against
the Issuer
in accordance with its
terms term
Chicago
Indiana
Michigan Washington
D.C
City
of
Marion
Indiana
First Farmers Farmer Bank Trust
April 24
2009
Page
Interest on the Bonds Bond is
exempt
from income taxation in the State of indiana
the State
for all
purposes purpose
except
the State financial institutions institution
tax
We have not been
engaged
or
undertaken to
review
the
accuracy
completeness completenes
or
sufficiency
of
any
offering
material
relating
to the
Bonds Bond
and we
express expres
no
opinion relating
thereto
We
express expres
no
opinion regarding
any
tax
consequences consequence
arising
with
respect
to the
Bonds Bond
other
than
as
expressly
set forth herein
With
respect
to the
enforceability
of
any
document
or instrument
this thi
opinion
is
subject
to the
qualifications qualification
that the
enforceability
of such document
or instrument
may
be
limited
by bankruptcy
insolvency reorganization
receivership
moratorium
fraudulent
conveyance
and similar laws law
relating
to
or
affecting
the enforcement of creditors creditor
rights right ii
the
enforceability
of
equitable rights right
and remedies remedie
provided
for in such document
or
instrument is
subject
to
judicial discretion
and the
enforceability
of
such document
or instrument
may
be limited
by general principles principle
of
equity iii
the
enforceability
of
such document or instrument
may
be limited
by public policy
and
iv
certain
remedial
waiver and other
provisions provision
of such document
or
instrument
may
be
unenforceable
provided
however
that in
our
opinion
the
unenforeceability
of those
provisions provision
would
not
subject
to the other
qualifications qualification
set forth
herein
affect the
validity
of such document
or
instrument
or
prevent
the
practical
realization
of the benefits benefit
thereof
This Thi
opinion
is
given only
as
of the date
hereof
and
we assume no
obligation
to revise
or
supplement
this thi
opinion
to reflect
any
facts fact
or
circumstances circumstance that
may
hereafter
come to our attention or
any
changes change
in law that
may
hereafter
occur
NDSOI BDD IItSlSSvt
Very truly
yours your
BARNES BARNE THORNBURG
LLP