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tBARNES-.THORNBlfRd 2009

ALL RIGHTSRIGHT RESERVEP

$2500000

City of Marion Indiana

Taxable Economic

Development Revenue

BondsBond SeriesSerie 2009

Global Investment

Consulting Inc Project

Dated December 17 2009

Bruce Donaldson Esq 317 231-7290

BARNESBARNE THORN BURG LLP

btlaw.com

$2500000

City of Marion Indiana

Taxable Economic Development Revenue BondsBond

SeriesSerie 2009

Global Investment Consulting Inc Project

December 17 2009

TABLE OF CONTENTSCONTENT

Tab No Document

Basic DocumentsDocument

Loan Agreement

SeriesSerie 2009 Note

Trust Indenture

BondNoR-1

cjp DocumentsDocument

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 DocumentsDocument

10 Pledge Resolution of the Redevelopment Commission

11 Certificate of Secretary of the Redevelopment Commission

12 TIP Parity Report

Borrower and Gurantor DocumentsDocument

13 ArticlesArticle of Incorporation of Borrower

14 By-LawsBy-Law of Borrower

15 Certificate of Existence of Borrower and Authority to Transact BusinessBusines in Indiana

16 General Certificate of Borrower including Borrower Resolution

17 Guaranty

18 Mortgage

Purchaser DocumentsDocument

19 Certificate of Payment for and Receipt of BondsBond

20 Investment Letter

Trustee DocumentsDocument

21 Certificate of Trustee

22 Certificate of Authentication and Delivery of BondsBond

OpinionsOpinion 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 SERIESSERIE 2009

Dated as of December 2009

Certain of the rightsright of the Issuer hereunder have been assigned to First FarmersFarmer Bank

Trust as Trustee under Trust Indenture dated as of the date hereof from the Issuer

Table of ContentsContent

Page

ARTICLE DEFINITIONSDEFINITION AND EXHIBITSEXHIBITSection 1.1 TermsTerm Defined

Section 1.2 RulesRule of Interpretation

Section 1.3 ExhibitsExhibit

ARTICLE II REPRESENTATIONSREPRESENTATION LOAN OF SERIESSERIE 2009 BOND PROCEEDSPROCEEDSection 2.1 RepresentationsRepresentation by Issuer

Section 2.2 RepresentationsRepresentation by Borrower

Section 2.3 Loan of SeriesSerie 2009 Bond ProceedsProceed by Issuer

ARTICLE III PARTICULAR COVENANTSCOVENANT OF THE BORROWERSection 3.1 Consent to AssignmentsAssignment to Trustee

Section 3.2 Payment of Principal Premium and Interest PaymentsPayment Pledged

Section 3.3 Maintenance of Corporate Existence 10

Section 3.4 TrusteesTrustee Right to Perform BorrowersBorrower CovenantsCovenant AdvancesAdvance 10

Section 3.5 Indemnity 11

Section 3.6 Issuance of Substitute NotesNote 11

Section 3.7 Payment of ExpensesExpense of Issuance of SeriesSerie 2009 BondsBond 11

Section 3.8 Funding of Indenture FundsFund InvestmentsInvestment 12

Section 3.9 Other AmountsAmount Payable by the Borrower 12

Section 3.10 CreditsCredit on NotesNote 13

Section 3.11 Completion of Project 13

Section 3.12 Sale Substitution or Lease of FacilitiesFacilitie 14

ARTICLE IV PREPAYMENT OF SERIESSERIE 2009 NOTE 15

Section 4.1 Optional Prepayment

Section 4.2 Mandatory Prepayment

Section 4.3 Notice of Prepayment 15

ARTICLE EVENTSEVENT OF DEFAULT AND REMEDIESREMEDIE THEREFOR 16

Section EventsEvent of Default 16

Section 5.2 Trustee May Enforce Demand 17

Section 5.3 RemediesRemedie Cumulative 18

Section 5.4 Delay or Omission Not Waiver 18

Section 5.5 Waiver of Extension Appraisement or Stay LawsLaw 18

Section 5.6 RemediesRemedie Subject to ProvisionsProvision of Law 18

ARTICLE VI IMMUNITY 19

Section 6.1 Immunity 19

ARTICLE VII SUPPLEMENTSSUPPLEMENT AND AMENDMENTSAMENDMENT TO THISTHI LOAN AGREEMENT 20

Section 7.1 SupplementsSupplement and AmendmentsAmendment to thisthi Loan Agreement 20

ARTICLE VIII DEFEASANCE .21

Section 8.1 Defeasance 21

ARTICLE IX MISCELLANEOUSMISCELLANEOU PROVISIONSPROVISION 22

Section 9.1 Loan Agreement for Benefit of PartiesPartie Hereto 22

Section 9.2 Severability 22

Section 9.3 Limitation on Interest 22

Section 9.4 AddressesAddresse for Notice and DemandsDemand 22

Section 9.5 SuccessorsSuccessor and AssignsAssign 23

Section 9.6 CounterpartsCounterpart 23

Section 9.7 Governing Law 23

11

LOAN AGREEMENT

ThisThi is LOAN AGREEMENT dated as of December 2009 the Loan Agreement

between GLOBAL INVESTMENT CONSULTING INC corporation duly organized and

validly existing under the lawslaw of the State of Nevada the Borrower and the CITY OF

MARION INDIANA municipal corporation duly organized and validly existing under the

lawslaw of the State of Indiana the Issuer

WHEREASWHEREA the Indiana Code Title 36 Article ChaptersChapter 11.9 and 12 as supplemented

and amended collectively the Act authorizesauthorize and empowersempower the Issuer to issue revenue

bondsbond and to lend the proceedsproceed therefrom for the purpose of financing costscost of construction of

infrastructure for diversification of economic development and promotion ofjob opportunitiesopportunitie in

or near such Issuer and vestsvest the Issuer with powerspower that may be necessary to enable it to

accomplish such purposespurpose

WHEREASWHEREA the Issuer upon finding that the Project as hereinafter defined and the

proposed financing of the construction thereof will create additional employment opportunitiesopportunitie

in the City of Marion will benefit the health safety moralsmoral and general welfare of the citizenscitizen

of the City of Marion and the State of Indiana and will comply with the purposespurpose and provisionsprovision

of the Act adopted an ordinance approving the proposed financing

WHEREASWHEREA the Marion Redevelopment Commission the Redevelopment

Commission has established the Marion Consolidated Allocation Area the Area located in

the City of Marion

WHEREASWHEREA the Issuer intendsintend to issue its Taxable Economic Development Revenue

BondsBond SeriesSerie 2009 Global Investment Consulting Inc Project in the aggregate principal

amount of $2500000 the SeriesSerie 2009 BondsBond pursuant to the Trust Indenture dated as of

December 2009 the Indenture between the Issuer and First FarmersFarmer Bank Trust as

Trustee the Trustee and to lend the proceedsproceed of the SeriesSerie 2009 BondsBond pursuant to the

provisionsprovision of thisthi Loan Agreement to the Borrower to finance the proj ectsect set forth on Exhibit

WHEREASWHEREA thisthi Loan Agreement providesprovide for the repayment by the Borrower of the

loan of the proceedsproceed of the SeriesSerie 2009 BondsBond and further providesprovide for the BorrowersBorrower repayment

obligation to be evidenced by the BorrowersBorrower Note SeriesSerie 2009 the SeriesSerie 2009 Note in

substantially the form attached hereto as Exhibit

WHEREASWHEREA pursuant to the Indenture the Issuer will pledge and assign the SeriesSerie 2009

Note and assign certain of its rightsright under thisthi Loan Agreement to the Trustee as security for the

SeriesSerie 2009 BondsBond and

WHEREASWHEREA the SeriesSerie 2009 BondsBond issued under the Indenture will be payable solely out

of the paymentspayment to be made by the Borrower on the SeriesSerie 2009 Note and any other NotesNote

issued hereunder ii TIF RevenuesRevenue as defined in the Indenture or iii bond proceedsproceed and

proceedsproceed of condemnation and insurance

PRELIMINARY STATEMENT

In consideration of the premisespremise the loan of the proceedsproceed of the SeriesSerie 2009 BondsBond to be

made by the Issuer the acceptance of the SeriesSerie 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 thisthi Loan Agreement

ThisThi Loan Agreement is executed upon the expressexpres condition that if the Borrower shall

pay or cause to be paid all indebtednessindebtednes hereunder and shall keep perform and observe all and

singular the covenantscovenant and promisespromise expressed in the NotesNote and thisthi Loan Agreement to be kept

performed and observed by the Borrower then thisthi Loan Agreement and the rightsright 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 followsfollow

ARTICLE

DEFINITIONSDEFINITION AND EXHIBITSEXHIBIT

Section 1.1 TermsTerm Defined As used in thisthi Loan Agreement the following termsterm

shall have the following meaningsmeaning unlessunles the context clearly otherwise requiresrequire

Act meansmean collectively Indiana Code 36-7-11.9 and 36-7-12

Annual FeesFee meansmean annual Trustee FeesFee

Area meansmean the Marion Consolidated Allocation Area established by the

Redevelopment Commission pursuant to Indiana Code 36-7-14-39

Bond Counsel meansmean nationally recognized firm of municipal bond attorneysattorney

acceptable to the Trustee

Bond Fund meansmean the Bond Fund established by Section 4.2 of the Indenture

Bondholder or owner of Bond or any similar term meansmean the owner of Bond

BondsBond meansmean the SeriesSerie 2009 BondsBond

Borrower meansmean Global Investment Consulting Inc corporation duly organized and

validly existing under the lawslaw of the State of Nevada and qualified to do businessbusines in the State of

Indiana or any successorssuccessor thereto permitted under Section 3.3 hereof

Construction Fund meansmean the Construction Fund established in Section 4.3 of the

Indenture

CostsCost of Construction meansmean the costscost of providing for an economic development

project as defined and set forth in the Act

Counsel meansmean 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

FacilitiesFacilitie shall mean the building in which the Borrower is undertaking the Project in

the Area

Government ObligationsObligation meansmean direct obligationsobligation of the United StatesState of America

for the payment of which the full faith and credit of the United StatesState of America is pledged

obligationsobligation issued by person controlled or supervised by and acting as an instrumentality of the

United StatesState 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 StatesState of America

including any securitiessecuritie described in or issued or held in book-entry form on the booksbook of

the Department of Treasury of the United StatesState of America or Federal Reserve Bank or

certificatescertificate or receiptsreceipt representing direct ownership interestsinterest in obligationsobligation or specified portionsportion

such as principal or interest of obligationsobligation described in or which obligationsobligation are held by

custodian in safekeeping on behalf of such certificatescertificate or receiptsreceipt

Indenture meansmean the Trust Indenture dated as of December 2009 between the Issuer

and the Trustee and all amendmentsamendment and supplementssupplement thereto

Issuer meansmean the City of Marion Indiana municipal corporation duly organized and

validly existing under the lawslaw of the State

Loan meansmean the loan by the Issuer to the Borrower of the proceedsproceed of the sale of the

SeriesSerie 2009 BondsBond

Net ProceedsProceed when used with respect to any insurance or condemnation award meansmeanthe grossgros proceedsproceed from the insurance or condemnation award remaining after payment of all

expensesexpense including attorneysattorney feesfee and expensesexpense and any expensesexpense of the Trustee or the Issuer

incurred in the collection of such grossgros proceedsproceed

Note or NotesNote meansmean the SeriesSerie 2009 Note and any notesnote issued in exchange

therefor pursuant to Section 3.6 hereof

Outstanding with reference to BondsBond meansmean all BondsBond theretofore issued and not yet

paid and discharged under the termsterm of the Indenture and with reference to NotesNote meansmean all

notesnote theretofore issued and not yet paid and discharged under the termsterm of thisthi Loan Agreement

Project meansmean the projectsproject set forth in Exhibit

Qualified InvestmentsInvestment meansmean to the extent permitted by the lawslaw of the State

Government ObligationsObligation ii iii certificatescertificate of deposit time depositsdeposit and other

interest-bearing deposit accountsaccount 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 fundsfund or truststrust of the Trustee or Paying Agent as

shall invest solely in portfolio of obligationsobligation described in above or money market fundsfund

rated in the highest category by MoodysMoody InvestorsInvestor Service or Standard PoorsPoor RatingsRating Group

repurchase agreementsagreement with the Trustee or any of its affiliated banksbank or any other bank

having net worth of at least $100000000 secured by pledge and physical delivery except in

the case of securitiessecuritie issued in book-entry form which shall be registered in the name of the

Trustee to the Trustee of obligationsobligation described in hereof vi municipal obligationsobligation the

interest on which would be excluded from the grossgros income of the ownersowner thereof for federal tax

purposespurpose under Section 103 of the Internal Revenue Code of 1986 as amended if rated in

one of the three highest rating categoriescategorie of either MoodysMoody InvestorsInvestor Service or Standard

PoorsPoor RatingsRating Group or if fully secured by securitiessecuritie guaranteed as to principal and interest

by the United StatesState of America and vii stock of Qualified Regulated Investment Company

which investsinvest solely in obligationsobligation described in vi above

Redevelopment Commission meansmean the City of Marion Redevelopment Commission

SeriesSerie 2009 BondsBond meansmean the City of Marion Indiana Taxable Economic Development

Revenue BondsBond SeriesSerie 2009 Global Investment Consulting Inc Project

Tax Increment meansmean all real and depreciable personal property tax proceedsproceed

attributable to the assessed valuation of propertiespropertie within the Area as of each March in excessexces

of the base assessed value of such propertiespropertie The incremental assessed value is multiplied by

the current property tax rate per $100 assessed value

TIP Pledge Resolution meansmean Resolution No 16-2009 adopted by the RedevelopmentCommission on November 2009

TIP RevenuesRevenue meansmean Tax Increment received by the Redevelopment Commission and

pledged to the Issuer pursuant to TIF Pledge Resolution

Trustee meansmean the trustee and/or co-trustee at the time serving as such under the

Indenture and shall initially mean First FarmersFarmer Bank Trust Converse Indiana

Section 1.2 RulesRule of Interpretation For all purposespurpose of thisthi Loan Agreement except

as otherwise expressly provided or unlessunles the context otherwise requiresrequire

ThisThi Loan Agreement meansmean thisthi instrument as originally executed and as it

may from time to time be supplemented or amended pursuant to the applicable provisionsprovision hereof

All referencesreference in thisthi instrument to designated ArticlesArticle SectionsSection and other

subdivisionssubdivision are to the designated ArticlesArticle SectionsSection and other subdivisionssubdivision of thisthi instrument as

originally executed The wordsword herein hereof and hereunder and other wordsword of similar

import refer to thisthi Loan Agreement as whole and not to any particular Article Section or other

subdivision

The termsterm defined in thisthi Article have the meaningsmeaning assigned to them in thisthi

Article and include the plural as well as the singular and the singular as well as the plural

All accounting termsterm not otherwise defined herein have the meaningsmeaning assigned to

them in accordance with generally accepted accounting principlesprinciple as consistently applied

Any termsterm not defined herein but defined in the Indenture shall have the same

meaning herein

The termsterm defined elsewhere in thisthi Loan Agreement shall have the meaningsmeaning

therein prescribed for them

Section 1.3 ExhibitsExhibit The following ExhibitsExhibit are attached to and by reference made

part of thisthi Loan Agreement

Exhibit The Project

Exhibit Form of SeriesSerie 2009 Note

End of Article

ARTICLE II

REPRESENTATIONSREPRESENTATION LOAN OF SERIESSERIE 2009 BOND PROCEEDSPROCEED

Section 2.1 RepresentationsRepresentation by Issuer Issuer representsrepresent and warrantswarrant that

Issuer is municipal corporation organized and existing under the lawslaw of the

State of Indiana Under the provisionsprovision of the Act the Issuer is authorized to enter into the

transactionstransaction contemplated by thisthi Loan Agreement and to carry out its obligationsobligation hereunder

Issuer has been duly authorized to execute and deliver thisthi Loan Agreement Issuer agreesagree that it

will do or cause to be done all thingsthing within its control and necessary to preserve and keep in lull

force and effect its existence

Issuer agreesagree to provide fundsfund from the issuance of the SeriesSerie 2009 BondsBond to the

Borrower for financing the construction of the Project to create additional employment

opportunitiesopportunitie in Marion lndiana and to benefit the health safety moralsmoral and general welfare of

the citizenscitizen of Marion and the State of Indiana and to secure the BondsBond by pledging certain of its

rightsright and interest in thisthi Loan Agreement and the SeriesSerie 2009 Note to the Trustee

The Issuer representsrepresent that the SeriesSerie 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 recognizesrecognize that the SeriesSerie 2009 Note has not been registered under the SecuritiesSecuritie Act of

1933

The Area has been properly created as an allocation area pursuant to Indiana

Code 36-7-1439 The TIF RevenuesRevenue have been properly and legally pledged by the

Redevelopment Commission to the payment of the BondsBond

Section 2.2 RepresentationsRepresentation by Borrower Borrower representsrepresent and warrantswarrant that

It is corporation duly organized and validly existing under the lawslaw of the State

of Nevada and authorized to do businessbusines in the State of Indiana is not in violation of any lawslaw in

any manner material to its ability to perform its obligationsobligation under thisthi Loan Agreement and the

SeriesSerie 2009 Note has full power to enter into and perform its obligationsobligation under thisthi Agreementand the SeriesSerie 2009 Note and by proper action has duly authorized the execution and delivery of

thisthi Loan Agreement and the issuance of the SeriesSerie 2009 Note

All of the proceedsproceed from the SeriesSerie 2009 BondsBond including any income earned on

the investment of such proceedsproceed will be used for CostsCost of Construction

The Borrower intendsintend 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 thisthi

Loan Agreement as provided herein

Neither the execution and delivery of thisthi Loan Agreement the consummation of

the transactionstransaction contemplated hereby including execution and delivery of the SeriesSerie 2009 Note

nor the fulfillment of or compliance with the termsterm and conditionscondition of thisthi Loan Agreement will

contravene the BorrowersBorrower operating agreement or any law or any governmental rule regulation

or order presently binding on the Borrower or conflictsconflict with or resultsresult in breach of the termstermconditionscondition or provisionsprovision of any agreement or instrument to which Borrower is now party or by

which it is bound or constitutesconstitute default under any of the foregoing or resultsresult in the creation or

imposition of any lienslien chargescharge or encumbrancesencumbrance whatsoever upon any of the property or assetsasset

of Borrower under the termsterm of any instrument or agreement

The execution delivery and perfOrmance by the Borrower of thisthi Loan

Agreement and the SeriesSerie 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

ThisThi Loan Agreement and the SeriesSerie 2009 Note have been duly executed and

delivered by the Borrower and constitute the legal valid and binding agreementsagreement of the

Borrower enforceable against the Borrower in accordance with their respective termsterm except as

may be limited by bankruptcy insolvency or other similar lawslaw affecting the enforcement of

creditorscreditor rightsright in general The enforceability of the BorrowersBorrower obligationsobligation under said

documentsdocument is subject to general principlesprinciple of equity regardlessregardles of whether such enforceability is

considered in proceeding at law or in equity

There are no actionsaction suitssuit or proceedingsproceeding 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 obligationsobligation under thisthi Loan

Agreement or the SeriesSerie 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 thisthi Loan Agreement or the SeriesSerie

2009 Note

Section 2.3 Loan of SeriesSerie 2009 Bond ProceedsProceed by Issuer Concurrently with the

execution and delivery hereof the Issuer is issuing the SeriesSerie 2009 BondsBond and is lending the

proceedsproceed from the sale thereof to the Borrower by making the depositsdeposit and paymentspayment specified in

Section 3.lof the Indenture Such Loan is being evidenced by the execution and delivery by the

Borrower of the SeriesSerie 2009 Note substantially in the form attached hereto as Exhibit

End of Article II

ARTICLE III

PARTICULAR COVENANTSCOVENANT OF THE BORROWER

Section 3.1 Consent to AssignmentsAssignment to Trustee The Borrower acknowledgesacknowledge and

consentsconsent to the pledge and assignment of the SeriesSerie 2009 Note and the assignment of the IssuersIssuer

rightsright hereunder to the Trustee pursuant to the Indenture and agreesagree that the Trustee may enforce

the rightsright remediesremedie and privilegesprivilege granted to the Issuer hereunder to receive paymentspayment under

SectionsSection 3.5 37 and 3.9 hereof and to execute and deliver supplementssupplement and amendmentsamendment to thisthi

Loan Agreement pursuant to Section 7.1 hereof

Section 3.2 Payment of Principal Premium and Interest PaymentsPayment Pledged The

Borrower will duly and punctually pay the principal of premium if any and interest on the

NotesNote at the ratesrate and the placesplace and in the manner mentioned in the NotesNote and thisthi Loan

Agreement according to the true intent and meaning thereof and hereof as followsfollow on or before

any Interest Payment Date for the BondsBond or any other date that any payment of interest

premium if any or principal is required to be made in respect of the BondsBond pursuant to the

Indenture until the principal of premium if any and interest on the BondsBond 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 fundsfund sum which together with any moneysmoney available for

such payment in the Bond Fund including without limitation any TIF RevenuesRevenue 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 BondsBond as provided

in the Indenture Section 4.4 of the Indenture providesprovide that the Issuer shall transfer to the Bond

Fund on each February and August beginning on February 2010 the TIF RevenuesRevenue to the

extent available for the payment of the SeriesSerie 2009 BondsBond which transferstransfer shall be credit

against and serve to reduce the BorrowersBorrower obligationsobligation to make paymentspayment under the NotesNote and

thisthi Loan Agreement

The Borrower also agreesagree to pay directly to the Trustee so long as there are BondsBond

outstanding all feesfee and chargescharge of the Trustee incurred under the Indenture as and when the

same become due ii all costscost incident to the payment of the principal of premium if any and

interest on the BondsBond as the same become due and payable including all costscost and expensesexpense in

connection with the call redemption and payment of BondsBond iii all expensesexpense incurred in

connection with the enforcement of any rightsright under the Loan Agreement or the Indenture by the

Issuer the Trustee or the BondholdersBondholder and iv all other paymentspayment of whatever nature which the

Borrower has agreed to pay or assume under the provisionsprovision 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 servicesservice and extraordinary expensesexpense and

the reasonablenessreasonablenes of any such feesfee chargescharge or expensesexpense

The Borrower covenantscovenant and agreesagree with and for the expressexpres benefit of the Issuer

the Trustee and the ownersowner of the BondsBond that all paymentspayment pursuant hereto and to the NotesNote shall

be made by the Borrower on or before the date the same become due and the Borrower shall

perform all of its other obligationsobligation covenantscovenant and agreementsagreement 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 regardlessregardles of any act of God contingency event or cause whatsoever

and irrespective without limitation of whether the Project or the BorrowersBorrower title to the

FacilitiesFacilitie or any part thereof is defective or nonexistent or whether the BorrowersBorrower revenuesrevenue are

sufficient to make such paymentspayment and notwithstanding any damage to or losslos theft or

destruction of the Project or FacilitiesFacilitie or any part thereof expiration of thisthi 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 partof the Project or FacilitiesFacilitie legal

curtailment of the BorrowersBorrower use thereof or whether with or without the approval of the Issuer

any change in the tax or other lawslaw of the United StatesState of America the State of Indiana or any

political subdivision of either thereof any change in the IssuersIssuer legal organization or statusstatu or

any default of the Issuer hereunder and regardlessregardles of the invalidity of any portion of thisthi Loan

Agreement and the Borrower hereby waiveswaive the provisionsprovision of any statute or other law now or

hereafter in effect impairing or conflicting with any of its obligationsobligation covenantscovenant or agreementsagreement

under thisthi Loan Agreement or which releasesrelease or purportspurport to release the Borrower therefrom

Nothing in thisthi Loan Agreement shall be construed as waiver by the Borrower of any rightsright or

claimsclaim the Borrower may have against the Issuer under thisthi Loan Agreement or otherwise but

any recovery upon such rightsright and claimsclaim shall be had from the Issuer separately it being the

intent of thisthi Loan Agreement that the Borrower shall be unconditionally and absolutely

obligated without right of set-off or abatement to perform frilly all of its obligationsobligation agreementsagreement

and covenantscovenant under thisthi Loan Agreement for the benefit of the holdersholder of the BondsBond

As long as the BondsBond are outstanding the Borrower covenantscovenant to pay all property

tax billsbill for its property in the Area including the FacilitiesFacilitie owned or leased by the Borrower

its affiliatesaffiliate and its subsidiariessubsidiarie before the tax billsbill are delinquent subject to the BorrowersBorrower right

to contest in good faith any property tax assessmentsassessment

It is understood and agreed that all paymentspayment made by Borrower pursuant to thisthi

Section 3.2 and the NotesNote are pledged to Trustee pursuant to the granting clausesclause of the

Indenture Borrower assentsassent to such pledge and hereby agreesagree that as to Trustee its obligation

to make such paymentspayment 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 indebtednessindebtednes or liability at

any time owing to Borrower by Issuer Issuer hereby directsdirect Borrower and Borrower hereby

agreesagree to pay to the Paying Agent at its principal office all amountsamount payable by Borrower

pursuant to thisthi Section 32 and the NotesNote

The obligationsobligation of the Borrower to make the required paymentspayment and to perform

and observe the other agreementsagreement on its part shall be absolute and unconditional irrespective of

any defense or any rightsright of set-off recoupment or counterclaim it might otherwise have against

the Issuer and the Borrower shall pay absolutely during the term of thisthi Loan Agreement the

paymentspayment to be made on account of the Loan and all other paymentspayment required thereunder free of

any deductionsdeduction and without abatement diminution or set-off and until such time as the principal

of premium if any and interest on the SeriesSerie 2009 BondsBond 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 paymentspayment of the Loan ii will perform and

observe all of its other agreementsagreement contained in thisthi Loan Agreement and iii will not terminate

thisthi Loan Agreement for any cause including without limiting the generality of the foregoing

failure of the Borrower to complete the FacilitiesFacilitie the occurrence of any actsact or circumstancescircumstance

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 lawslaw of the

United StatesState 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

expressexpres or implied or any duty liability or obligation arising out of or connected with thisthi Loan

Agreement or the Indenture

It is understood and agreed that Borrower shall be obligated to continue to pay the

amountsamount specified herein and in the NotesNote whether or not the FacilitiesFacilitie are damaged destroyed

or taken in condemnation and that there shall be no abatement of any such paymentspayment and other

chargescharge by reason thereof

Section 3.3 Maintenance of Corporate Existence The Borrower agreesagree that it will

maintain its existence will not dissolve or otherwise dispose of all or substantially all of its

assetsasset and will not consolidate with another entity or permit one or more other entitiesentitie to

consolidate with it provided that the Borrower may without violating the agreement contained

in thisthi Section consolidate with another entity or permit one or more other entitiesentitie to consolidate

with it or transfer to another entity organized under the lawslaw of one of the statesstate of the United

StatesState all or substantially all of its assetsasset as an entiretyand 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 lawslaw of one of the statesstate of the

United StatesState ii assumesassume in writing all of the obligationsobligation of the Borrower herein including the

obligationsobligation of the Borrower under thisthi Loan Agreement and iii has net worth as computed

under generally accepted accounting principlesprinciple that is no lessles 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 BondholdersBondholder as defined in the Indenture The consent required in ivabove shall not be unreasonably withheld conditioned or delayed by the Requisite BondholdersBondholder

Any sale lease or other disposition of the FacilitiesFacilitie or any portion thereof is subject to

the conditionscondition of Section 3.12 hereof

Section 3.4 TrusteesTrustee Right to Perform BorrowersBorrower CovenantsCovenant AdvancesAdvance In the event

the Borrower shall fail to complete the construction of the Project or ii fail to make anyother payment or perform any other act required to be performed hereunder then and in each

such case the Trustee upon not lessles than daysday prior written notice to the Borrower may but

shall not be obligated to remedy such default for the account of the Borrower and make

advancesadvance for that purpose No such performance or advance shall operate to release the

Borrower from any such default and any sumssum so advanced by the Trustee shall be repayable by

the Borrower on demand and shall bear interest at the Rate for AdvancesAdvance 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 membersmember directorsdirector officialsofficial officersofficer agentsagent attorneysattorney and employeesemployee

thereof the BondholdersBondholder the Trustee and the Paying Agent harmlessharmles from and against all

liabilitiesliabilitie losseslosse damagesdamage costscost expensesexpense including attorneysattorney feesfee and expensesexpense of the Issuer

the Trustee and the Paying Agent causescause of actionsaction suitssuit claimsclaim demandsdemand and judgmentsjudgment of

any nature arising from or relating to

Violation of any agreement or condition of thisthi 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

BorrowersBorrower agentsagent contractorscontractor servantsservant employeesemployee or licenseeslicensee

The provision of any information or certification furnished by the Boitower in

connection with the issuance and sale of the SeriesSerie 2009 BondsBond and/or the Project

The Borrower hereby further agreesagree to indemnify and hold harmlessharmles the Trustee from and

against any and all costscost claimsclaim liabilitiesliabilitie losseslosse or damagesdamage whatsoever including reasonable

costscost and feesfee of counsel auditorsauditor or other expertsexpert asserted or arising out of or in connection

with the acceptance or administration of the truststrust established pursuant to the Indenture except

costscost claimsclaim liabilitiesliabilitie losseslosse or damagesdamage resulting from the negligence or willful misconduct of

the Trustee including the reasonable costscost and expensesexpense including the reasonable feesfee and

expensesexpense of its counsel of defending itself against any such claim or liability in connection with

its exercise or performance of any of its dutiesdutie hereunder and of enforcing thisthi indemnification

provision The indemnificationsindemnification 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 remediesremedie

against either the Issuer or the Trustee for damagesdamage 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 NotesNote 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 notationsnotation thereon to reflect paymentspayment of principal and

interest thereon provided however that there shall never be outstanding at any one time more

than one Note of any one seriesserie

Section 3.7 Payment of ExpensesExpense of Issuance of SeriesSerie 2009 BondsBond The Borrower

agreesagree to be liable for and pay for any filing expensesexpense trusteestrustee acceptance feesfee commitment

feesfee legal feesfee printing expensesexpense and other feesfee and expensesexpense 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 SeriesSerie 2009 BondsBond Pursuant to Section 4.3 of the Indenture the Issuer

has authorized the use of certain proceedsproceed of the SeriesSerie 2009 BondsBond to defray the BorrowersBorrower

obligationsobligation under thisthi Section

Section 3.8 Funding of Indenture FundsFund InvestmentsInvestment The Issuer shall deposit with

the Trustee all proceedsproceed from the sale of the SeriesSerie 2009 BondsBond in the manner specified in Article

3.1 of the Indenture and the Trustee shall deposit such proceedsproceed in the manner specified in

Article 3.1 of the Indenture

The Borrower and the Issuer agree that all moneysmoney in any Fund established by the

Indenture may at the written direction of the Borrower be invested in Qualified lnvestthentslnvestthent In

the absence of such direction from the Borrower the Trustee is hereby directed by the Borrower

to invest such amountsamount in investmentsinvestment meeting the requirementsrequirement of clause iv of the definition of

Qualified InvestmentsInvestment

The Trustee is hereby authorized to trade with itself in the purchase and sale of securitiessecuritie

for such investmentsinvestment The Trustee shall not be liable or responsible for any losslos resulting from

any such investment All such investmentsinvestment 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 AmountsAmount Payable by the Borrower The Borrower covenantscovenant and

agreesagree to pay the following

All reasonable feesfee chargescharge and expensesexpense including agent and counsel feesfee and

expensesexpense of the Trustee incurred under the Indenture as and when the same become due to the

extent TIF RevenuesRevenue are not available

All reasonable costscost incident to the payment of the principal of premium if anyand interest on the SeriesSerie 2009 BondsBond as the same become due and payable including all

reasonable costscost and expensesexpense in connection with the call redemption and payment Of SeriesSerie

2009 BondsBond to the extent TIF RevenuesRevenue are not available

An amount sufficient to reimburse the Issuer for all expensesexpense reasonably incurred

by the Issuer under thisthi Loan Agreement and in connection with the performance of its

obligationsobligation under thisthi Loan Agreement or the Indenture

All reasonable expensesexpense incurred in connection with the enforcement of any rightsright

under thisthi Loan Agreement or the Indenture by the Issuer the Trustee or the BondholdersBondholder

All other paymentspayment of whatever nature which the Borrower has agreed to pay or

assume under the provisionsprovision of the Loan Agreement

Notwithstanding anything in thisthi Section 3.09 to the contrary the Borrower may without

creating an event of default as herein defined after making the paymentspayment required by thisthi Section

109 contest in good faith the necessity for any such servicesservice feesfee chargescharge or expensesexpense of the

Issuer or the Trustee

12

Section 3.10 CreditsCredit on NotesNote Notwithstanding any provision contained in thisthi Loan

Agreement or in the Indenture to the contrary in addition to any creditscredit on the NotesNote resulting

from the payment or prepayment thereof from other sourcessource

subject to the provisionsprovision of Article IV with respect to partial prepayment of the

Note any moneysmoney deposited by the Trustee in the Bond Fund for payment on the BondsBond

including without limitation any TIP RevenuesRevenue shall be credited against the obligation of the

Borrower to pay the principal premium if any and interest on the NotesNote as the same become

due and

the principal amount of BondsBond of any seriesserie 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 proceedsproceed of the sale of BondsBond of such seriesserie

maturing on the maturity date of the BondsBond so acquired and delivered or canceled including in

connection with any mandatory sinking fund payment for any seriesserie of BondsBond subject to

mandatory sinking fUnd requirement

Section 3.11 Completion of Project Borrower agreesagree that prior to any draw from

the Construction Fund it will make execute acknowledge and deliver any contractscontract ordersorder

receiptsreceipt writingswriting and instructionsinstruction with any other personsperson firmsfirm corporationscorporation or partnershipspartnership and

in general do all thingsthing which may be requisite or proper all for constructing and completing the

Project to the extent permitted by law

In the event the moneysmoney in the Construction Fund should not be sufficient to pay in full

the costscost to be paid therefrom the Borrower agreesagree for the benefit of the Issuer and the

BondholdersBondholder and in order to fulfill the purposespurpose of the Act to complete the construction of the

Project and to pay that portion of the costscost therefor as may be in excessexces of the moneysmoney available

therefor in the Construction Fund The Issuer doesdoe not make any warranty either expressexpres or

implied that the moneysmoney which will be paid into the Construction Fund and which under the

provisionsprovision of thisthi Loan Agreement will be available for payment of the costscost of the construction

of the Project will be sufficient to pay all the costscost which will be incurred in that connection

The Borrower agreesagree that if after exhaustion of the moneysmoney in the Construction Fund the

Borrower should pay pursuant hereto any portion of the CostsCost of Construction of the Project it

shall not be entitled to any reimbursement therefor from the Issuer the Trustee or the holdersholder of

any of the BondsBond nor shall it be entitled to any diminution in or abatement or postponement of

the amountsamount payable hereunder or under the SeriesSerie 2009 Note

The Issuer has in the Indenture authorized and directed Trustee to make

paymentspayment from the Construction Fund to pay the CostsCost of Construction or to reimburse

Borrower for any CostsCost of Construction paid by it Borrower agreesagree to direct such requisitionsrequisition to

Trustee as may be necessary to effect paymentspayment out of the Construction Fund in accordance with

thisthi 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 amountsamount retained by

13

Trustee at BorrowersBorrower direction for any CostsCost 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 servicesservice materialsmaterial and suppliessupplie used in such construction have been paid for and ii all

other itemsitem necessary in connection with the Project have been constructed and all costscost and

expensesexpense incurred in connection therewith have been paid Notwithstanding the foregoing such

certificate shall state that it is given without prejudice to any rightsright against third partiespartie which

exist at the date of such certificate or which may subsequently come into being

Section 3.12 Sale Substitution or Lease of FacilitiesFacilitie The Borrower may sell lease or

transfer or otherwise dispose of the FacilitiesFacilitie or any portion thereof only if the sale lease or

transfer or other disposition shall not relieve the Borrower from liability from all paymentspayment due

under thisthi Loan Agreement and the performance of all of the other obligationsobligation of thisthi Loan

Agreement except as permitted by Section 3.3 hereof

End of Article Ill

14

ARTICLE IV

PREPAYMENT OF SERIESSERIE 2009 NOTE

Section 4.1 Optional Prepayment The outstanding principal balance of the SeriesSerie

2009 Note may be prepaid in whole on any date at the principal amount thereof plusplu in each

case accrued interest to the date fixed for redemption and with the following premiumspremium

3% if prepaid on or before February 120112% 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 SeriesSerie 2009 Note the Borrower must cause

fundsfund to be deposited with the Trustee to pay the principal of prcmium if any and accrued

interest on the portion of the SeriesSerie 2009 Note to be prepaid and the corollary redemption of the

SeriesSerie 2009 BondsBond

In order to exercise such option to prepay the NotesNote in whole the Borrower must deposit

with the Trustee sufficient fundsfund to pay the principal of and accrued interest on all outstanding

NotesNote to the prepayment date

Section 4.2 Mandatory Prepayment Redemption of BondsBond with proceedsproceed derived

under Section 3.10 hereof shall be deemed prepayment of the NotesNote in the same amount as the

amount of BondsBond redeemed

Section 4.3 Notice of Prepayment The Borrower shall give the Trustee not lessles than

fifteen 15 daysday prior written notice of any prepayment of the SeriesSerie 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 SeriesSerie 2009 BondsBond in

the amountsamount corresponding to the SeriesSerie 2009 Note to be prepaid

End of Article IV

15

ARTICLE

EVENTSEVENT OF DEFAULT AND REMEDIESREMEDIE THEREFOR

Section 5.1 EventsEvent of Default The occurrence and continuance of any of the

following eventsevent shall constitute an event of default hereunder

failure of the Borrower to pay any installment of interest principal or any

premiumspremium 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 daysday after notice

thereof from the Trustee to the Borrower unlessunles the Requisite BondholdersBondholder shall have

consented thereto

iii the entry of decree or order for relief by court having jurisdiction in the

premisespremise 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 affairsaffair or the filing and pendency for thirty daysday 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 creditorscreditor or the failure of

the Borrower generally to pay its debtsdebt as such debtsdebt 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 rightsright and remediesremedie

hereinafter set forth in addition to any other remediesremedie herein or by law provided

Upon the occurrence of an event of default described in thisthi Section 5.1

Acceleration The Trustee may and shall if directed by Requisite

BondholdersBondholder by written notice to the Borrower declare the principal of the NotesNote 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 NotesNote and the interest

accrued on the NotesNote shall become and be immediately due and payable anything in the

16

NotesNote or in thisthi Loan Agreement contained to the contrary notwithstanding The IssuersIssuer

obligation to pay TIF RevenuesRevenue 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 rightsright by suit or

suitssuit in equity or at law whether for damagesdamage or for the specific performance of any

covenant or agreement contained in the NotesNote thisthi 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 rightsright or dutiesdutie hereunder provided

however that all costscost incurred by the Trustee and the Issuer under thisthi Article shall be

paid to the Issuer and the Trustee by the Borrower on demand

iii Waiver of EventsEvent of Default Jf after any event of default occursoccur and prior

to the Trustee exercising any of the remediesremedie provided in thisthi 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 BondsBond will have been annulled and

rescinded in accordance with the provisionsprovision of the Indenture then the acceleration of all

loan paymentspayment and any other outstanding indebtednessindebtednes under thisthi 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 amountsamount upon demand the Trustee in its own name

may institute such actionsaction or proceedingsproceeding at law or in equity for the collection of the amountsamount so

due and unpaid and may prosecute any such action or proceedingsproceeding to judgment or final decree

and may enforce any such judgment or final decree against the Borrower and collect the moneysmoneyadjudged 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 proceedingsproceeding for the enforcement of the lien of thisthi

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 provisionsprovision of thisthi

Loan Agreement

Any moneysmoney thusthu collected by the Trustee under thisthi Section shall be applied by the

Trustee as followsfollow

FiRST to the payment of all reasonable advancesadvance 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

expensesexpense and disbursementsdisbursement

SECOND to the payment of the amountsamount then due and unpaid upon the NotesNote in respect

of which such money shall have been collected ratably and without preference or priority of any

17

kind according to the amountsamount due and payable upon the NotesNote upon presentation of the NotesNote

and the notation thereon of such payment if partly paid and upon surrender thereon if filly paid

Section 5.3 RemediesRemedie Cumulative No remedy herein conferred upon or reserved to

the Trustee is intended to be exclusive of any other remedy or remediesremedie 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 thisthi 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 LawsLaw 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 covenantscovenant and termsterm of performance of thisthi Loan Agreement and the Borrower hereby

expressly waiveswaive all benefitsbenefit or advantage of any such law or lawslaw and covenantscovenant 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 lawslaw had been made or

enacted

Section 5.6 RemediesRemedie Subject to ProvisionsProvision of Law All rightsright remediesremedie and powerspower

provided by thisthi Article may be exercised only to the extent that the exercise thereof doesdoe not

violate any applicable provision of law in the premisespremise and all the provisionsprovision of thisthi Article are

intended to be subject to all applicable mandatory provisionsprovision of law which may be controlling in

the premisespremise and to be limited to the extent necessary so that they will not render thisthi Loan

Agreement invalid or unenforceable under the provisionsprovision of any applicable law

End of Article

18

ARTICLE VI

IMMUNITY

Section 6.1 Immunity No covenant or agreement contained in the BondsBond thisthi 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 bodiesbodie in their

individual capacity and neither the membersmember of the Issuer the Redevelopment Commission nor

any officer or employee of the Issuer executing the BondsBond shall be liable personally on the BondsBond

or be subject to any personal liability or accountability by reason of the issuance of the BondsBond

End of Article VI

19

ARTICLE VII

SUPPLEMENTSSUPPLEMENT AND AMENDMENTSAMENDMENT TO THISTHI LOAN AGREEMENT

Section 7.1 SupplementsSupplement and AmendmentsAmendment to thisthi Loan Agreement Subject to the

provisionsprovision of Article IX of the Indenture the Borrower and the Issuer may from time to time

enter into such supplementssupplement and amendmentsamendment to thisthi Loan Agreement as to them may seem

necessary or desirable to effectuate the purposespurpose 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

NotesNote at the time outstanding and shall pay or cause to be paid all other sumssum payable hereunder

or shall make arrangementsarrangement 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 rightsright 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 thisthi Loan Agreement and the covenantscovenant

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 instrumentsinstrument acknowledging the satisfaction and termination of thisthi 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 NotesNote marked paid or cancelled

End of Article VIII

21

ARTICLE 1X1

MISCELLANEOUSMISCELLANEOU PROVISIONSPROVISION

Section 9.1 Loan Agreement for Benefit of PartiesPartie Hereto Nothing in thisthi Loan

Agreement expressexpres or implied is intended or shall be constroed to confer opon or to give to

any person other than the partiespartie hereto their successorssuccessor and assignsassign and the holder of the

NotesNote any right remedy or claim under or by reason of thisthi Loan Agreement or any covenant

condition or stipulation hereof and the covenantscovenant stipulationsstipulation and agreementsagreement in thisthi Loan

Agreement contained are and shall be for the sole and exclusive benefit of the partiespartie hereto

their successorssuccessor and assignsassign the Trustee and the holder of the NotesNote

Section 9.2 Severability In case any one or more of the provisionsprovision contained in thisthi

Loan Agreement or in the NotesNote shall be invalid illegal or unenforceable in any respect the

validity legality and enforceability of the remaining provisionsprovision contained herein and therein

shall not in any way be affected or impaired thereby

Section 9.3 Limitation on Interest No provisionsprovision of thisthi Loan Agreement or of the

NotesNote shall require the payment or permit the collection of interest in excessexces of the maximum

permitted by law If any excessexces of interest in such respect is herein or in the NotesNote provided for

or shall be adjudicated to be so provided for herein or in the NotesNote neither the Borrower nor its

successorssuccessor or assignsassign shall be obligated to pay such interest in excessexces of the amount permitted by

law and the right to demand the payment of any such excessexces shall be and hereby is waived and

thisthi provision shall control any provisionsprovision of thisthi Loan Agreement and the NotesNote inconsistent

with thisthi provision

Section 94 AddressesAddresse for Notice and DemandsDemand All noticesnotice demandsdemand certificatescertificate or

other communicationscommunication hereunder shall be sufficiently given and shall be deemed given when

mailed by registered or certified mail postage prepaid with proper addressaddres as indicated below

The Issuer the Borrower the Trustee and the Paying Agent may by written notice given by each

to the othersother designate any addressaddres or addressesaddresse to which noticesnotice demandsdemand certificatescertificate or other

communicationscommunication to them shall be sent when required as contemplated by thisthi Loan AgreementUntil otherwise provided by the respective partiespartie all noticesnotice demandsdemand certificatescertificate and

communicationscommunication to each of them shall be addressed as followsfollow

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 FarmersFarmer Bank Trust

North Broadway

Peru IN 46919

Attn Corporate Trust Department

Section 9.5 SuccessorsSuccessor and AssignsAssign Whenever in thisthi Loan Agreement any of the

partiespartie hereto is named or referred to the successorssuccessor and assignsassign of such party shall be deemed to

be included and all the covenantscovenant promisespromise and agreementsagreement in thisthi 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 successorssuccessor and assignsassign whether so expressed or not Provided

however the Borrower may not assign itsrightsright or obligationsobligation under thisthi Loan Agreement

without the consent of the BondholdersBondholder which may be withheld in their absolute discretion

unlessunles Section 3.3 of thisthi Loan Agreement has been complied with

Section 9.6 CounterpartsCounterpart ThisThi Loan Agreement is being executed in any number of

counterpartscounterpart each of which is an original and all of which are identical Each counterpart of thisthi

Loan Agreement is to be deemed an original hereof and all counterpartscounterpart collectively are to be

deemed but one instrument

Section 9.7 Governing Law It is the intention of the partiespartie hereto that thisthi Loan

Agreement and the rightsright and obligationsobligation of the partiespartie hereunder and the NotesNote and the rightsright

and obligationsobligation of thepartiespartie thereunder shall be governed by and construed and enforced in

accordance with the lawslaw of Indiana

End of Article IX

23

IN WITNESSWITNES WHEREOF the Issuer and the Borrower have caused thisthi Loan

Agreement to be executed in their respective namesname and the Issuer and the Borrower have

caused their corporate sealsseal to be hereunto affixed and attested by their duly authorized officersofficer

all as of the date first above written

GLOBAL INVESTMENT CONSULTINGINC Nevada corporation

By

Pent

24

SEAL

Attest

Clerk

25

CITY OF MARION INDIANA

By Md

EXHIBIT

PROJECT

The Project consistsconsist of renovating the former YMCA building in the City of Marion

including site development for recreational retail and temporary living usesuse 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 SERIESSERIE 2009

FOR VALUE RECEIVED the undersigned Global Investment Consulting Inc

Borrower corporation organized and existing under the lawslaw of the State of Nevada and

authorized to transact businessbusines in the the State of Indiana hereby promisespromise to pay to the order of

the City of Marion Indiana Issuer in immediately available fundsfund the principal sum of

$2500000 or so much of such principal amount as has been advanced and not repaid on the

SeriesSerie 2009 BondsBond 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 businessbusines day prior to February 2010 and on one businessbusines 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 SeriesSerie 2009 BondsBond as hereinafter defined all subject to the

creditscredit 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

RevenuesRevenue dated as of December 2009 between the Issuer and First FarmersFarmer Bank Trust as

Trustee the Trustee

PaymentsPayment 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 bondsbond designated City of Marion

Indiana Taxable Economic Development Revenue BondsBond SeriesSerie 2009 Global Investment

Consulting Inc Project the SeriesSerie 2009 BondsBond All of the termsterm conditionscondition and provisionsprovision

of the Indenture are by thisthi reference thereto incorporated herein as part of thisthi Note

ThisThi Note is issued pursuant to the Loan Agreement and is entitled to the benefitsbenefit and is

subject to the conditionscondition thereof The obligationsobligation of Borrower to make the paymentspayment 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 indebtednessindebtednes or liability at

any time owing to the Borrower by the Issuer or for any other reason

The principal of thisthi Note is subject to prepayment prior to maturity in the manner stated

in the Loan Agreement

In certain eventsevent and in the manner set forth in the Loan Agreement the entire principal

amount of thisthi Note and the interest accrued thereon may be declared to be due and payable In

certain eventsevent and in the marmer set forth in the Loan Agreement the Borrower shall be

obligated to pay additional amountsamount

The Borrower hereby unconditionally waiveswaive 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 thisthi Note All amountsamount payable hereunder are payable with

reasonable attorneysattorney feesfee and costscost of collection and without relief from valuation and

appraisement lawslaw

B-I

In any case where the date of payment hereunder shall be Saturday Sunday or legal

holiday or day on which banking institutionsinstitution are authorized by law to close then such payment

shall be made on the next preceding businessbusines day with the same force and effect as if made on

the date of payment hereunder

All tei-mstei-m used in thisthi Note which are defined in the Loan Agreement shall have the

meaningsmeaning assigned to them in the Loan Agreement

IN WITNESSWITNES WHEREOF the Borrower has caused thisthi Note to be duly executed and

attested by its duly authorized officer all as of 2009

Issue Date _________ 2009

GLOBAL INVESTMENT CONSULTINGINC

By _________________Michael An President

B-2

ENDORSEMENT

Pay without recourse to First FarmersFarmer 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 SERIESSERIE 2009

FOR VALUE RECEIVED the undersigned Global Investment Consulting InØ

Borrower limited liability company organized and existing under the lawslaw of the State of

Indiana hereby promisespromise to pay to the order of the City of Marion Indiana Issuer in

immediately available fundsfund the principal sum of $2500000 or so much of such principal

amount as has been advanced and not repaid on the SeriesSerie 2009 BondsBond 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 businessbusines day pnor to

February 2010 and on one businessbusines 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

SeriesSerie 2009 BondsBond as hereinafter defined all subject to the creditscredit 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 RevenuesRevenue dated as of December

2009 between the Issuer and First FarmersFarmerBank Trust as Trustee the Trustee

PaymentsPayment 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 bondsbond designated City of Marion

Indiana Taxable Economic Development Revenue BondsBond SeriesSerie 2009 Global Investment

Consulting Inc Project the SeriesSerie 2009 BondsBond All of the termsterm conditionscondition and provisionsprovision

of the Indenture are by thisthi reference thereto incorporated herein as pad of thisthi Note

ThisThi Note is issued pursuant to the Loan Agreement and is entitled to the benefitsbenefit and is

subject to the conditionscondition thereof The obligationsobligation of Borrower to make the paymentspayment required

hereunder shall be absolute and unconditional without any defense or rightof 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 indebtednessindebtednes or liability at

any time owing to the Borrower by the Issuer or for any other reason

The principal of thisthi Note is subject to prepayment prior to maturity in the manner stated

in the Loan Agreement

In certain eventsevent and in the manner set forth in the Loan Agreement the entire principal

amount of thisthi Note and the interest accrued thereon may be declared to be due and payable In

certain eventsevent and in the manner set forth in the Loan Agreement the Borrower shall be

obligated to pay additional amountsamount

The Borrower hereby unconditionally waiveswaive 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 thisthi Note All amountsamount payable hereunder are payable with

reasonable attorneysattorney feesfee and costscost of collection and without relief from valuation and

appraisement lawslaw

In any ease where the date of payment hereunder shall be Saturday Sunday or legal

holiday or day on which banking institutionsinstitution are authorized by law to close then such payment

shall be made on the next preceding businessbusines day with the same force and effect as if made on

the date of payment hereunder

All termsterm used in thisthi Note which are defined in the Loan Agreement shall have the

meaningsmeaning assigned to them in the Loan Agreement

TN WITNESSWITNES WHEREOF the Borrower has caused thisthi 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 CONSULTINCBy

Michael AnPrevent

EN DORSEMENT

Pay without recourse to First FarmersFarmer Bank Trust as Trustee under the Trust

Indenture dated as of December 2009 from the undersigned

CITY OF MARION INDIANA

ByM4e

SEAL

Attest

CITY CLERK

ByFirst Deputy Clerk

INDSOI BDD 1l686O4I

TRUST INDENTURE

BET WEEN

CITY OF MARION INDIANA

AND

FIRST FARMERSFARMER BANK TRUSTConverse Jndiana

As Trustee

$2500000

CITY OF MARION INDIANATAXABLE ECONOMIC DEVELOPMENT REVENUE BONDSBOND SERIESSERIE 2009

Global Investment Consnlting Inc Project

Dated as of December 2009

TABLE OF CONTENTSCONTENT

ARTICLE DEF1NITIONSDEF1NITION 11

Section 1.1 TermsTerm Defined 12

Section 1.2 RulesRule of Interpretation 14

Section 1.3 ExhibitsExhibit 14

ARTICLE IT TRE BONDSBOND 15

Section 2.1 Authorized Amount of SeriesSerie 2009 BondsBond 15

Section 2.2 Issuance of SeriesSerie 2009 BondsBond 15

Section 2.3 Payment on BondsBond 16

Section 2.4 Execution Limited Obligation 16

Section 2.5 Authentication 17

Section 2.6 Form of BondsBond 17

Section 2.7 Delivery of SeriesSerie 2009 BondsBond 18

Section 2.8 Issuance of Additional BondsBond 18

Section 2.9 Mutilated Lost Stolen or Destroyed BondsBond 18

Section 2.10 Registration and Exchange of SeriesSerie 2009 BondsBond PersonsPerson Treated as

OwnersOwner 19

ARTICLE III APPLICATION OF SERIESSERIE 2009 BOND PROCEEDSPROCEED 20

Section 3.1 Deposit of FundsFund 20

ARTICLE IV REVENUE AND FUNDSFUND 21

Section 4.1 Source of Payment of BondsBond 21

Section 4.2 Bond Fund 21

Section 4.3 Construction Fund 22

Section 4.4 TIF RevenuesRevenue 23

Section 4.5 Trust FundsFund 23

Section 4.6 Investment 23

ARTICLE REDEMPTION OF SERIESSERIE 2009 BONDSBOND BEFORE MATURITY 24

Section 5.1 Redemption DatesDate and PricesPrice 24

Section 5.2 Notice of Redemption 24

Section 5.3 Cancellation 24

Section 5.4 Redemption PaymentsPayment 24

ARTICLE VI GENERAL COVENANTSCOVENANT 26

Section 6.1 Payment of Principal and Interest 26

Section 6.2 Performance of CovenantsCovenant 26

Section 6.3 Ownership InstrumentsInstrument of Further Assurance 27

Section 6.4 Filing of Indenture Loan Agreement and Security InstrumentsInstrument 27

Section 6.5 Inspection of BooksBook 27

Section 6.6 List of BondholdersBondholder 27

Section 6.7 RightsRight Under Loan Agreement 27

Section 6.8 Investment of FundsFund .27

Section 6.9 Non-presentment of BondsBond 28

Section 6.10 Direction of BondholdersBondholder 28

ARTICLE VII DEFAULTSDEFAULT AND REMEDIESREMEDIE 29

Section 7.1 EventsEvent of Default 29

Section 7.2 Acceleration 29

Section 7.3 RemediesRemedie RightsRight of BondholdersBondholder 29

Section 7.4 Right of BondholdersBondholder to Direct ProceedingsProceeding 30

Section 7.5 Application of MoneysMoney 30

Section 7.6 RemediesRemedie Vested In Trustee 31

Section 7.7 RightsRight and RemediesRemedie of BondholdersBondholder 31

Section 7.8 Termination of ProceedingsProceeding 32

Section 7.9 WaiversWaiver of EventsEvent of Default 32

ARTICLE VIII THE TRUSTEE AND PAYiNG AGENT 33

Section 8.1 Acceptance of the TrustsTrust 33

Section 8.2 FeesFee ChargesCharge and ExpensesExpense of Trustee and Paying Agent 35

Section 8.3 Notice to BondholdersBondholder if Default OccursOccur 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 BondholdersBondholder Temporary

Trustee 36

Section 8.9 Concerning Any Successor TrusteesTrustee 36

Section 8.10 Trustee Protected in Relying Upon ResolutionsResolution etc 37

Section 8.11 Appointment of Paying Agent and Registrar Resignation or Removal

of Paying Agent 37

ARTICLE IX SUPPLEMENTAL INDENTURESINDENTURE 38

Section 9.1 Supplemental IndenturesIndenture Not Requiring Consent of BondholdersBondholder 38

Section 9.2 Supplemental IndenturesIndenture Requiring Consent of BondholdersBondholder 38

ARTICLE AMENDMENTSAMENDMENT TO THE LOAN AGREEMENT 40

Section 10.1 AmendmentsAmendment etc 40

Section 10.2 AmendmentsAmendment etc 40

Section 10.3 No Amendment May Alter NotesNote 40

ARTICLE XI MISCELLANEOUSMISCELLANEOU 41

Section 11.1 Satisfaction and Discharge 41

Section 11.2 Defeasance of BondsBond 41

Section 11.3 Cancellation of SeriesSerie 2009 BondsBond 42

Section 11.4 Application of Trust Money 42

Section 11.5 ConsentsConsent etc of BondholdersBondholder 43

Section 11 .6 Limitation of RightsRight 43

Section 11 .7 Severability 44

11

Section 11.8

Section 11.9

Section 11.10

Section 11.11

Section 11.12

NoticesNotice 44

CounterpartsCounterpart 44

Applicable Law 44

Immunity of OfficersOfficer and DirectorsDirector 44

HolidaysHoliday 44

TRUST INDENTURE

THISTHI 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 lawslaw of the State of Indiana and FIRST FARMERSFARMER BANK TRUST an

Indiana banking corporation having corporate trust office located in Converse Indiana and

authorized to accept and execute truststrust of the character herein set out under the lawslaw of the State

of Indiana as Trustee Trustee

WITNESSETH

WHEREASWHEREA Indiana Code Title 36 Article ChaptersChapter 11.9 12 14 and 25 collectively

Act authorize and empower the Issuer to issue revenue bondsbond and to lend the proceedsproceed

therefrom for the purpose of financing economic development facilitiesfacilitie and vestsvest such Jssuer

with powerspower that may be necessary to enable it to accomplish such purposespurpose and

WHEREASWHEREA in accordance with the provisionsprovision of the Act the Issuer has induced Global

Investment Consulting Inc the Borrower to proceed with the construction of the projectsproject

described in Exhibit attached hereto Project in the jurisdiction of the Issuer by offering to

issue its Taxable Economic Development Revenue BondsBond SeriesSerie 2009 Global Investment

Consulting Inc Project in the aggregate principal amount of $2500000 SeriesSerie 2009 BondsBondpursuant to thisthi Trust Indenture and loaning the proceedsproceed thereof to the Borrower pursuant to the

Loan Agreement dated as of December 2009 Loan AgreemenC for the purpose of paying

certain costscost of the Project and

WHEREASWHEREA the execution and delivery of thisthi Indenture and the issuance of revenue

bondsbond under the Act as herein provided have been in allrespectsrespect duly and validly authorized by

proceedingsproceeding duly passed on and approved by the Issuer and

WHEREASWHEREA 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 opportunitiesopportunitie in the City of Marion will benefit the health safety

moralsmoral and general welfare of the citizenscitizen of the Issuer and the State of Indiana and will complywith the purposespurpose and provisionsprovision of the Act adopted an ordinance approving the proposed

financing and

WHEREASWHEREA the Act providesprovide that such bondsbond may be secured by trust indenture

between the Issuer and corporate trustee and

WHEREASWHEREA the execution and delivery of thisthi Trust Indenture Indenture and the

issuance of the SeriesSerie 2009 BondsBond hereunder have been in all respectsrespect duly and validly

authorized by an ordinance duly passed and approved by the Issuer and

WHEREASWHEREA Indiana Code Title 36 Article Chapter 14 providesprovide that redevelopment

commission of city may use certain incrementai property taxestaxe to pay in whole or in part

amountsamount due on the SeriesSerie 2009 BondsBond and

WHEREASWHEREA the Marion Redevelopment Commission has by resolution irrevocably

dedicated and pledged to the Issuer the TIE RevenuesRevenue as hereinafter defined to pay the SeriesSerie

2009 BondsBond and

WHEREASWHEREA the Loan Agreement providesprovide for the repayment by the Borrower of the

proceedsproceed of the SeriesSerie 2009 BondsBond to the extent that TIF RevenuesRevenue are not sufficient and fUrther

providesprovide for the BorrowersBorrower repayment obligation to be evidenced by the BorrowersBorrower Note

SeriesSerie 2009 SeriesSerie 2009 Note in substantially the form attached thereto as Exhibit and

WHEREASWHEREA pursuant to thisthi Indenture the Issuer will endorse the SeriesSerie 2009 Note

without recourse and assign certain of its rightsright under the Loan Agreement as security for the

SeriesSerie 2009 BondsBond which are payable solely and only out of the paymentspayment to be made by the

Borrower with respect to the SeriesSerie 2009 Note after taking into account TIF RevenuesRevenue if anyand any other NotesNote issued under the Loan Agreement except to the extent paid out of Bond

proceedsproceed and

WHEREASWHEREA the SeriesSerie 2009 BondsBond and the TrusteesTrustee certificate of authentication to be

endorsed thereon are all to be insubstantially the following formsform and any Additional BondsBond and

TrusteesTrustee certificate of authentication are also to be in substantially the following formsform except

as to redemption sinking fund and other provisionsprovision peculiar to such Additional BondsBond with

necessary and appropriate variationsvariation omissionsomission and insertionsinsertion as permitted or required by thisthi

Indenture to-wit

Form of SeriesSerie 2009 Bond

UNITED STATESSTATE OF AMERICA

STATE OF TNDIANA COUNTY OF GRANT

CITY OF MARION lNDIANATAXABLE ECONOMIC DEVELOPMENT REVENUE BOND SERIESSERIE 2009

GLOBAL INVESTMENT CONSULTING INC PROJECT

INTEREST MATURITY ORIGINAL AUTHENTICATIONRATE DATESDATE DATE DATE

As set forth in As set forth on _______2009 _______2009

Exhibit Exhibit

REGISTERED OWNER ____________

PRINCIPAL AMOUNT TWO MILLION FIVE HUNDRED THOUSAND DOLLARSDOLLAR$2500000

The City of Marion Indiana Issuer municipal corporation duly organized and

existing under the lawslaw of the State of Indiana for value received hereby promisespromise to pay in

lawful money of the United StatesState of America to the Registered Qwner listed above but solely

from the issuance of City Of Marion Indiana Taxable Economic Development Revenue BondsBond

as well as the paymentspayment on the SeriesSerie 2009 Note and TIF RevenuesRevenue hereinafter referred to

pledged and assigned for the payment hereof the Principal Amount set forth above on the

Maturity DatesDate set forth in Exhibit hereto unlessunles thisthi SeriesSerie 2009 Bond shall have previously

been called for redemption and payment of the redemption price made or provided for or unlessunles

paymentspayment 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 paymentspayment at the Interest Rate

specified in Exhibit per annum payable on February 2010 and on each February and

August thereafter Interest Payment DatesDate until the Principal Amount is paid in full

Interest on thisthi SeriesSerie 2009 Bond shall be payable from the Interest Payment Date next preceding

the date of authentication thereof Interest Date except that if thisthi SeriesSerie 2009 Bond is

authenticated on or prior to January 15 2010 the Interest Date shall be the Original Issue Date

specified above ii if thisthi SeriesSerie 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 thisthi SeriesSerie 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 thisthi SeriesSerie 2009 Bond are payable at the office of

First FarmersFarmer 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 fundsfund on the payment date All paymentspayment of interest hereon

will be made by the Trustee by check mailed one businessbusines day prior to each Interest Payment

Date to the Registered Owner hereof at the addressaddres shown on the registration booksbook 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 fundsfund on the Interest Payment Date If the payment date occursoccur on date

when financial institutionsinstitution are not open for businessbusines the wire transfer shall be made on the next

succeeding businessbusines day The Trustee shall wire transfer paymentspayment by 100 p.m New York City

time so such paymentspayment are received at the depository by 230 p.m New York City time

ThisThi SeriesSerie 2009 Bond is the only one of the IssuersIssuer Taxable Economic Development

Revenue BondsBond SeriesSerie 2009 Global Investment Consulting Inc Project hereinbefore and

hereinafter the SeriesSerie 2009 BondsBond which are being issued under the hereinafter described

Indenture in the aggregate principal amount of $2500000 The SeriesSerie 2009 BondsBond are being

issued for the purpose of providing fundsfund to finance the redevelopment of the former YMCAbuilding in the Marion Consolidated Allocation Area in the City of Marion Indiana Projectto be incurred or constructed by Global Investment Consulting Inc Borrower by lending

such fundsfund to the Borrower pursuant to the Loan Agreement dated as of December 2009

Loan Agreement between the Borrower and the Issuer which prescribesprescribe the termsterm and

conditionscondition under which the Borrower shall repay such loan and pursuant to which the Borrower

will execute and deliver to the Issuer its Note SeriesSerie 2009 SeriesSerie 2009 Note in principal

amount equal to the principal amount of such SeriesSerie 2009 BondsBond in order to evidence such loan

The SeriesSerie 2009 BondsBond 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

FarmersFarmer Bank Trust as Trustee the term Trustee where used herein referring to the Trustee

or its successorssuccessor pursuant to which Indenture the TIF RevenuesRevenue as defined in the Indenture

and the SeriesSerie 2009 Note and all rightsright of the Issuer under the Loan Agreement except certain

rightsright to payment for expensesexpense indemnity rightsright and rightsright to perform certain discretionary actsact

as set forth in the Loan Agreement are pledged and assigned by the Issuer to the Trustee as

security for the SeriesSerie 2009 BondsBond THE OWNER OF THISTHI BOND BY ACCEPTANCE OFTHISTHI SERIESSERIE 2009 BOND HEREBY AGREESAGREE TO ALL OF THE TERMSTERM ANDPROVISIONSPROVISION IN THE INDENTURE AND THISTHI SERIESSERIE 2009 BOND ANDACKNOWLEDGESACKNOWLEDGE THAT

It is an institutional accredited investor as defined in Rule 501al or

under the SecuritiesSecuritie Act of 1933 as amended 1933 Act purchasing bondsbond for its own

account or for the account of another such institutional accredited investor and it is acquiring

the SeriesSerie 2009 BondsBond for investment purposespurpose 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 businessbusines mattersmatter as to be capable of evaluating the meritsmerit and risk of

its investment in the SeriesSerie 2009 BondsBond and invest in or purchase securitiessecuritie similar to the SeriesSerie

2009 BondsBond in the normal course of its businessbusines and it and any investor accountsaccount for which it is

acting are able to bear the economic risk of their or its investment for an indefinite period of

time It confirmsconfirm that neither the Issuer nor any person acting on its behalf has offered tosell the

SeriesSerie 2009 BondsBond by and that it has not been made aware of the offering of the SeriesSerie 2009

BondsBond 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 SeriesSerie 2009 BondsBond and the TIE RevenuesRevenue as defined

in the Indenture as it deemsdeem to be necessary in connection with investment in the SeriesSerie 2009

BondsBond It has received read and commented upon copiescopie of the Indenture and the Loan

Agreement Prior to the purchase of the SeriesSerie 2009 BondsBond it has been provided with the

opportunity to ask questionsquestion of and receive answersanswer from the representativesrepresentative of the Issuer and the

Borrower concerning the termsterm and conditionscondition of the SeriesSerie 2009 BondsBond the tax statusstatu of the

SeriesSerie 2009 BondsBond legal opinionsopinion and enforceability of remediesremedie 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 possessposses such

information or can acquire it without unreasonable effort or expense It is not relying on BarnesBarne

Thornburg LLP or London Witte Group for information concerning the financial statusstatu of the

Issuer and the Borrower or the ability of the Issuer and the Borrower to honor their respective

financial obligationsobligation or other covenantscovenant under the SeriesSerie 2009 BondsBond the Indenture or the Loan

Agreement It understandsunderstand that the projection of TIE RevenuesRevenue prepared in connection with the

issuance of the SeriesSerie 2009 BondsBond has been based on estimatesestimate of the investment in real property

provided by the Borrower

It is acquiring the SeriesSerie 2009 BondsBond for its own account with no present intent to

resell and will not sell convey pledge or otherwise transfer the SeriesSerie 2009 BondsBond to an entity

that is not an accredited investor without prior compliance with applicable registration and

disclosure requirementsrequirement of state and federal securitiessecuritie lawslaw

It understandsunderstand that the SeriesSerie 2009 BondsBond have not beenregistered under the 1933

Act and unlessunles 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 maytransfer or sell the SeriesSerie 2009 BondsBond only if the Trustee shall first have received

satisfactory opinion of counsel that the sale or transfer will not violate the 1933 Act the

SecuritiesSecuritie Exchange Act of 1934 and the Investment Company Act of 1940 and regulationsregulation

issued pursuant to such ActsAct or ii no-action letter of the staff of the SecuritiesSecuritie 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 believesbelieve that the transferee is Qualified

Institutional Buyer within the meaning of Section of Rule 144A Rule 144A promulgated

by the SecuritiesSecuritie and Exchange Commission pursuant to the 1933 Act and has informed the

transferee of the transfer restrictionsrestriction applicable to the SeriesSerie 2009 BondsBond and that the transferor

may be relying upon Rule 44A with respect to the transfer of the SeriesSerie 2009 BondsBond

It understandsunderstand that the sale or transfer of the SeriesSerie 2009 BondsBond in principal

amountsamount lessles than $100000 is prohibited other than through primary offering

It has investigated the security for the SeriesSerie 2009 BondsBond including the

availability of TIF RevenuesRevenue to its satisfaction and it understandsunderstand that the SeriesSerie 2009 BondsBond are

payable from the issuance of City of City of Marion Indiana Taxable Economic Development

Revenue BondsBond as well as loan repaymentsrepayment from the Borrower under the Loan Agreement and

Note offset by available TIF RevenuesRevenue It further understandsunderstand that the Issuer doesdoe not have the

power or the authority to levy tax to pay the principal of or interest on the SeriesSerie 2009 BondsBond

It understandsunderstand that interest on the SeriesSerie 2009 BondsBond is taxable for federal income

tax purposespurpose

The SeriesSerie 2009 BondsBond are issuable in registered form without couponscoupon in the

denominationsdenomination of $100000 and any $5000 integral multiplesmultiple thereafter The sale or transfer of

thisthi SeriesSerie 2009 Bond in principal amountsamount of lessles than $100000 is prohibited other than through

primary offering ThisThi SeriesSerie 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 limitationslimitation and upon payment of the chargescharge provided in the

Indenture and upon surrender and cancellation of thisthi SeriesSerie 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 purposespurposeand neither the Issuer nor the Trustee nor the Paying Agent shall be affected by any notice to the

contrary

The SeriesSerie 2009 BondsBond shall be subject to redemption prior to maturity at the option of

the Issuer on any date upon fifteen 15 daysday notice in whole or in part in such order of

maturity as the Issuer shall direct and by lot within maturitiesmaturitie on any date from any moneysmoneymade available for that purpose at face value plusplu in each case accrued interest to the date fixed

for redemption and with the following premiumspremium

3% if redeemed on or before February 120112% if redeemed between February 2011

and February 2012

1% if redeemed between February 2012

and February 120130% if redeemed on or after February 2013

All SeriesSerie 2009 BondsBond so called for redemption will cease to bear interest on the

specified redemption date provided fundsfund 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 provisionsprovision of the Indenture

ThisThi SeriesSerie 2009 Bond is transferable by the Registered Owner hereof at the principal

corporate trust office of the Trustee upon surrender and cancellation of thisthi SeriesSerie 2009 Bond

and on presentation of duly executed written instrument of transfer and thereupon new SeriesSerie

2009 Bond or SeriesSerie 2009 BondsBond of the same aggregate principal amount and maturity and in

authorized denominationsdenomination will be issued to the transferee or transfereestransferee in exchange therefor

The SeriesSerie 2009 BondsBond and the interest payable thereon do not and shall not

represent or constitute debt of the Issuer within the meaning of the provisionsprovision of the

constitution or statutesstatute of the State of Indiana or pledge of the faith and credit of the

Issuer The SeriesSerie 2009 BondsBond 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 fundsfund and accountsaccount held under the Indenture the TIE RevenuesRevenue and

paymentspayment to be made on the SeriesSerie 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 thisthi SeriesSerie 2009 Bond The SeriesSerie 2009 BondsBond do not

grant the owuersowuer or holdersholder 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 taxestaxe or appropriate any fundsfund for the payment of the principal of premium if

any or interest on the SeriesSerie 2009 BondsBond No covenant or agreement contained in the

SeriesSerie 2009 BondsBond 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 SeriesSerie 2009 BondsBond shall be liable

personally on the SeriesSerie 2009 BondsBond or be subject to any personal liability or accountability

by reason of the issuance of the SeriesSerie 2009 BondsBond

The holder of thisthi SeriesSerie 2009 Bond shall have no right to enforce the provisionsprovision of the

Indenture or to institute action to enforce the covenantscovenant 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

proceedingsproceeding with respect thereto except as provided in the Indenture In certain eventsevent on the

conditionscondition in the manner and with the effect set forth in the Indenture the principal of all the

BondsBond 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 ModificationsModification

or alterationsalteration of the Indenture or of any supplementssupplement thereto may be made to the extent and in

the circumstancescircumstance permitted by the Indenture The IssuersIssuer obligation to pay TIF RevenuesRevenue shall

not be subject to acceleration

It is hereby certified that all conditionscondition actsact and thingsthing required to exist happen and be

performed under the lawslaw of the State of Indiana and under the Indenture precedent to and in the

issuance of thisthi SeriesSerie 2009 Bond exist have happened and have been performed and that the

issuance authentication and delivery of thisthi SeriesSerie 2009 Bond have been duly authorized by the

Issuer

ThisThi SeriesSerie 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 WITNESSWITNES WHEREOF the City of Marion Indiana in Grant County has caused thisthi

SeriesSerie 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 TRUSTEESTRUSTEE CERTIFICATE OF AUTHENTICATION

ThisThi SeriesSerie 2009 Bond is one of the SeriesSerie 2009 BondsBond described in the within mentioned

Trust Indenture

FIRST FARMERSFARMER BANK TRUST Trustee

By

ASSIGNMENT

Authorized Officer

FOR VALUE RECEIVED the undersigned hereby sellssell assignsassign and transferstransfer unto

_______________________________ Please Print or Typewrite Name and AddressAddres the within

SeriesSerie 2009 Bond and all rightsright title and interest thereon and hereby irrevocably constitutesconstitute and

appointsappoint _______________________________ attorney to transfer the within SeriesSerie 2009 Bond on

the booksbook kept for registration thereof with full power of substitution in the premisespremise

Dated______________

Signature Guaranteed

NOTICE SignaturesSignature must be guaranteed

by an eligible guarantor institution

participating in SecuritiesSecuritie Transfer

Association recognized signature guarantee

program

NOTICE The signature of thisthi assignment

must correspond with the name of the

registered owner as it appearsappear upon the face

of the within SeriesSerie 2009 Bond in every

particular without alteration or enlargement

or any change whatever

The following abbreviationsabbreviation when used in the inscription on the face of thisthi certificate

shall be construed as though they were written out in full according to applicable lawslaw or

regulationsregulation

TEN COM

TEN ENT

as tenantstenant in common

as tenantstenant by the entiretiesentiretie

JT TEN

UNIF TRANSTRANMN ACT

as joint tenantstenant with right of survivorship and not as tenantstenant in

common

Cust

Custodian

Minor

under Uniform TransfersTransfer to MinorsMinor Act of

State

Additional abbreviationsabbreviation may also be used though not in the above list

Exhibit

PRINCIPAL MATURITY DATESDATE AMOUNTSAMOUNT 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 thisthi SeriesSerie 2009 Bond shall be payable as followsfollow

From December 2009 until February 2015 the interest rate on the SeriesSerie

2009 BondsBond 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 StatesState Treasury Bill rate plusplu 375 basisbasi pointspoint provided however that the interest rate

shall never fall below 6.50% per annum

End of Bond Form

NOW THEREFORE THISTHI INDENTURE WITNESSETH That in order to secure the

payment of the principal of and interest and premium if any on the BondsBond to be issued under

thisthi Indenture according to their tenor purport and effect and in order to secure the performance

and observance of all the covenantscovenant and conditionscondition herein and in the BondsBond contained and in

order to declare the termsterm and conditionscondition upon which the BondsBond are issued authenticated

delivered secured and accepted by all personsperson who shall from time to time be or become holdersholder

thereof and for and in consideration of the mutual covenantscovenant herein contained of the acceptance

by the Trustee of the trust hereby created and of the purchase and acceptance of the BondsBond by

the holdersholder or obligeesobligee thereof the Issuer has executed and delivered thisthi Indenture and by these

presentspresent doesdoe hereby convey grant assign pledge and grant security interest in unto the

Trustee its successor or successorssuccessor and its or their assignsassign forever with power of sale all and

singular the property hereinafter described Trust Estate

GRANTING CLAUSE

DIVISION

The SeriesSerie 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 sumssum payable in respect of the indebtednessindebtednes

evidenced thereby

DIVISION II

All right title and interest of the Issuer in and to the TIP RevenuesRevenue the Loan Agreement

except the rightsright reserved to the Issuer and all moneysmoney and the Qualified InvestmentsInvestment held by

the Trustee from time to time in the FundsFund and AccountsAccount created hereunder

TO HAVE AND TO HOLD the same unto the Trustee and its successor or successorssuccessor

and its or their assignsassign forever

iN TRUST NEVERTHELESSNEVERTHELES upon the termsterm and truststrust herein set forth to secure the

payment of the BondsBond 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 termsterm provisionsprovision covenantscovenant and conditionscondition of thisthi Indenture and for the

benefit and security of all and singular the holdersholder of all BondsBond issued hereunder and it is hereby

mutually covenanted and agreed that the termsterm and conditionscondition upon which the BondsBond are to be

issued authenticated delivered secured and accepted by all personsperson who shall from time to time

be or become the holdersholder thereof and the truststrust and conditionscondition upon which the pledged moneysmoneyand revenuesrevenue are to be held and disbursed are as followsfollow

ARTICLE

DEFINITIONSDEFINITION

II

Section 1.1 TermsTerm Defined In addition to the wordsword and termsterm elsewhere defined in

thisthi Indenture the following wordsword and termsterm as used in thisthi Indenture shall have the following

meaningsmeaning unlessunles the context or use indicatesindicate another or different meaning or intent

Annual FeesFee meansmean annual Trustee FeesFee

Area meansmean the Marion Consolidated Allocation Area established by the

Redevelopment Commission pursuant to Indiana Code 36-7-14-3

Authorized Representative meansmean any officer of the Borrower

BondsBond meansmean any BondsBond issued pursuant to thisthi Indenture including the SeriesSerie 2009

BondsBond

Borrower meansmean Global Investment Consulting Inc Nevada corporation

CostsCost of Construction meansmean the costscost of providing for an economic development

project as defined and set forth in the Act

Event of Default meansmean those eventsevent of default specified in and defined by Section 7.1

hereof

Fiscal Year shall mean period of twelve consecutive monthsmonth 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 purposespurpose by the Borrower or by the

governing body of any successor entity to the Borrower

Indenture meansmean thisthi 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 SeriesSerie 2009 BondsBond meansmean each February and August

commencmg February 2010

Issuer meansmean the City of Marion Indiana municipal corporation organized and

validly existing under the lawslaw of the State of Indiana or any successor to its rightsright and

obligationsobligation under the Loan Agreement and the Indenture

Loan Agreement meansmean the Loan Agreement dated as of December 2009 from the

Borrower to the Issuer and all amendmentsamendment and supplementssupplement thereto

Note or NotesNote shall have the meaning assigned in the Loan Agreement

Opinion of Counsel shall mean an opinion in writing signed by legal counsel who maybe an employee of or counsel to the Borrower and who shall be satisfactory to the Trustee in its

reasonable discretion

12

Outstanding or BondsBond outstanding meansmean all BondsBond which have been duly

authenticated and delivered by the Trustee under thisthi Indenture except

BondsBond canceled after purchase in the open market or because of paymept at or

redemption prior to maturity

BondsBond for the redemption of which cash or investmentsinvestment but only to the extent that

the full faith and credit of the United StatesState 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 BondsBond provided that if such BondsBond are to be redeemed

prior to the maturity thereof notice of such redemption shall have been given or arrangementsarrangement

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

BondsBond in lieu of which othersother have been authenticated under Section 2.9

Paying Agent meansmean First FarmersFarmer Bank Trust and any successor paying agent or co

paying agent

Qualified InvestmentsInvestment shall have the meaning assigned in the Loan Agreement

Record Date meansmean the fifteenth day of the month preceding any Interest Payment

Date

Redevelopment Commission meansmean the City of Marion Redevelopment Commission

Requisite BondholdersBondholder meansmean the holdersholder of 66 2/3% in aggregate principal amount of

BondsBond

SeriesSerie 2009 BondsBond meansmean the City of Marion Indiana Taxable Economic Development

Revenue BondsBond SeriesSerie 2009 Global Investment Consulting Inc Project in the aggregate

principal amount of $2500000

SeriesSerie 2009 Note shall have the meaning assigned in the Loan Agreement

Tax Increment meansmean all real and depreciable personal property tax proceedsproceed

attributable to the assessed valuation of propertiespropertie within the Area as of each March in excessexces

of the base assessed value of such propertiespropertie The incremental assessed value is multiplied by

the current property tax rate per $100 assessed value

TIF Pledge Resolution meansmean Resolution No 16-2009 adopted by the Redevelopment

Commission on November 2009

TIF RevenuesRevenue meansmean Tax Increment received by the Redevelopment Commission and

pledged to the Issuer pursuant to TIF Pledge Resolution

Trust Estate meansmean the fi.mdsfi.md and accountsaccount SeriesSerie 2009 NotesNote TIF RevenuesRevenue and other

assetsasset described in the Granting ClausesClause of thisthi Indenture

13

Trustee meansmean First FarmersFarmer Bank Trust Converse Indiana the party of the second

part hereto and any successor trustee or co-trustee

Section 1.2 RulesRule of Interpretation For all purposespurpose of thisthi Indenture except as

otherwise expressly provided or unlessunles the context otherwise requiresrequire

ThisThi Indenture meansmean thisthi instrument as originally executed and as it may from

time to time be supplemented or amended pursuant to the applicable provisionsprovision hereof

All referencesreference in thisthi instrument to designated ArticlesArticle SectionsSection and other

subdivisionssubdivision are to the designated ArticlesArticle SectionsSection and other subdivisionssubdivision of thisthi instrument as

originally executed The wordsword herein hereof and hereunder and other wordsword of similar

import refer to thisthi Indenture as whole and not to any particular Article Section or other

subdivision

The termsterm defined in thisthi Article have the meaningsmeaning assigned to them in thisthi

Article and include the plural as well as the singular and the singular as well as the plural

All accounting termsterm not otherwise defined herein have the meaningsmeaning assigned to

them in accordance with generally accepted accounting principlesprinciple as consistently applied

.e Any termsterm not defined herein but defined in the Loan Agreement shall have the

same meaning herein

The termsterm defined elsewhere in thisthi Indenture shall have the meaningsmeaning therein

prescribed for them

Section 1.3 ExhibitsExhibit The following ExhibitsExhibit are attached to and by reference made

part of thisthi Indenture

Exhibit Description of Project

Exhibit 13 Issuance CostsCost

End of Article

14

ARTICLE II

THE EONDSEOND

Section 2.1 Authorized Amount of SeriesSerie 2009 BondsBond No BondsBond may be issued

under the provisionsprovision of thisthi Indenture except in accordance with thisthi Article The principal

amount of the SeriesSerie 2009 BondsBond other than BondsBond 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 SeriesSerie 2009 BondsBond The SeriesSerie 2009 BondsBond shall be

designated City of Marion Indiana Taxable Economic Development Revenue BondsBond SeriesSerie

2009 Global Investment Consulting Inc Project The SeriesSerie 2009 BondsBond shall be originally

issuable as fully registered BondsBond without couponscoupon in denominationsdenomination of $100000 and any $5000

integral multiplesmultiple thereafter and shall be lettered and numbered R- and upward Interest on the

SeriesSerie 2009 BondsBond shall be paid to the ownersowner of such BondsBond determined as of the close of

businessbusines of the Record Date next preceding each Interest Payment Date at the registered

addressesaddresse of such ownersowner as they shall appear on the registration booksbook of the Trustee

notwithstanding the cancellation of any such BondsBond 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 ownersowner in whose name any such BondsBond or any

Bond issued upon transfer or exchange thereof are registered at the close of businessbusines of the

Special Record Date next preceding the date of payment of such defaulted interest Payment of

interest to all BondholdersBondholder shall be by check drawn on the main office of the Paying Agent and

mailed to such Bondholder one businessbusines 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 SeriesSerie 2009 BondsBond shall be dated as of the date of their delivery Interest shall be computed

on the basisbasi of 360 day year consisting of twelve 30-day monthsmonth The interest on the SeriesSerie

2009 BondsBond shall be payable on each February and August commencing on February

2010

The SeriesSerie 2009 BondsBond shall bear interest from the Interest Payment Date next preceding

the date of authentication thereoL unlessunles 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 recordsrecord of the Trustee interest on

the SeriesSerie 2009 BondsBond shall be in default SeriesSerie 2009 BondsBond issued in exchange for SeriesSerie 2009

BondsBond surrendered for transfer or exchange shall bear interest from the date to which interest has

been paid in full on the SeriesSerie 2009 BondsBond or if no interest has been paid on the SeriesSerie 2009

BondsBond from the date of issuance and delivery of the SeriesSerie 2009 BondsBond SeriesSerie 2009 BondsBondauthenticated on or prior to January 15 2010 shall bear interest from the date of delivery of the

SeriesSerie 2009 BondsBond

The SeriesSerie 2009 BondsBond shall mature on February and August beginning February

2010 and ending August 2029 and amountsamount with interest at the rate per annum as followsfollow

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 SeriesSerie 2009 BondsBond shall be payable as followsfollow

From the date of closing on the SeriesSerie 2009 BondsBond until

interest rate on the SeriesSerie 2009 BondsBond 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 StatesState Treasury Bill rate plusplu 375 basisbasi pointspoint provided however that the interest rate

shall never fall below 6.50% per annum

Section 2.3 Payment on BondsBond The principal of and interest on the BondsBond shall be

payable in any coin or currency of the United StatesState of America which at the respective datesdate of

payment thereof is legal tender for the payment of public and private debtsdebt The final paymentspayment

on the SeriesSerie 2009 BondsBond shall be payable at the principal corporate trust office of the Trustee

All other paymentspayment on the SeriesSerie 2009 BondsBond shall be made to the person appearing on the Bond

registration booksbook of the Trustee as the registered owner of the SeriesSerie 2009 BondsBond by check

mailed to the Registered Owner thereof as shown on the registration booksbook of the Trustee or if

payment is made to depository by wire transfer of immediately available fundsfund on the interest

payment date If the payment date occursoccur on date when financial institutionsinstitution are not open for

businessbusines the wire transfer shall be made on the next succeeding businessbusines day The Trustee shall

be instructed to wire transfer paymentspayment by 100 p.m New York City time so that such

paymentspayment are received at the depository by 230 p.m New York City time

Section 2.4 Execution Limited Obligation The SeriesSerie 2009 BondsBond 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 SeriesSerie 2009 BondsBond If any officer whose signature or

facsimile signature shall appear on the SeriesSerie 2009 BondsBond shall cease to be such officer before

the delivery of such BondsBond such signature or such facsimile shall neverthelessnevertheles be valid and

sufficient for all purposespurpose the same as if he had remained in office until delivery

The SeriesSerie 2009 BondsBond 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 provisionsprovision of the constitution or

statutesstatute 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 SeriesSerie 2009 BondsBond 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 fundsfund and

accountsaccount held under the Indenture the TB RevennesRevenne and paymentspayment to be made on the

NotesNote 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

SeriesSerie 2009 Bond The SeriesSerie 2009 BondsBond do not grant the ownersowner or holdersholder 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 taxestaxe or appropriate anyfundsfund for the payment of the principal of premium if any or interest on the SeriesSerie 2009

BondsBond No covenant or agreement contained in the SeriesSerie 2009 BondsBond 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

SeriesSerie 2009 BondsBond shall be liable personally on the SeriesSerie 2009 BondsBond or be subject to any

personal liability or accountability by reason of the issuance of the SeriesSerie 2009 BondsBond

Section 2.5 Authentication No SeriesSerie 2009 Bond shall be valid or obligatory for any

purpose or entitled to any security or benefit under thisthi Indenture unlessunles and until the certificate

of authentication on such SeriesSerie 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 anysuch Bond shall be conclusive evidence that such SeriesSerie 2009 Bond has been authenticated and

delivered under thisthi Indenture The TrusteesTrustee certificate of authentication on any SeriesSerie 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 SeriesSerie 2009 BondsBond issued hereunder

Section 2.6 Form of BondsBond The BondsBond issued under thisthi Indenture shall be

substantially in the form hereinabove set forth with such appropriate variationsvariation omissionsomission and

insertionsinsertion as are permitted or required by thisthi Indenture or deemed necessary by the Trustee

17

Section 2.7 Delivery of SeriesSerie 2009 BondsBond Upon the execution and delivery of thisthi

Indenture the Issuer shall execute ahd deliVer to the Trustee the SeriesSerie 2009 BondsBond in the

aggregate principal amount of $2500000 The Trustee shall authenticate such BondsBond and

deliver them to the purchaserspurchaser 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 thisthi Indenture and the issuance of the SeriesSerie 2009

BondsBond

ii copy duly certified by the Secretary of the Redevelopment

Commission of the TIF Pledge Resolution

iii Executed counterpartscounterpart of the Loan Agreement and Indenture

iv The SeriesSerie 2009 Note in the same principal amount as the principal

amount of the SeriesSerie 2009 BondsBond 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 SeriesSerie 2009

BondsBond in the principal amount of $2500000 to the purchaser thereof

vi Such other documentsdocument as shall be reasonably required by the purchaser

The proceedsproceed of the SeriesSerie 2009 BondsBond shall be paid over to the Trustee and deposited to

the credit of variousvariou FundsFund as hereinafter provided under Section 3.1 hereof

Section 2.8 Issuance of Additional BondsBond No seriesserie of BondsBond in addition to the SeriesSerie

2009 BondsBond may be issued under thisthi Indenture

Section 2.9 Mutilated Lost Stolen or Destroyed BondsBond If any SeriesSerie 2009 Bond is

mutilated lost stolen or destroyed the Issuer may execute and the Trustee may authenticate

new SeriesSerie 2009 Bond of like date maturity and denomination as that mutilated lost stolen or

destroyed provided that in the case of any mutilated SeriesSerie 2009 Bond such mutilated SeriesSerie

2009 Bond shall first be surrendered to the Issuer and in the case of any lost stolen or destroyed

SeriesSerie 2009 Bond there shall be first furnished to the Trustee evidence of such losslos theft or

destruction satisfactory to the Trustee together with indemnity satisfactory to it

If any such SeriesSerie 2009 Bond shall have matured instead of issuing duplicate SeriesSerie

2009 Bond the Issuer may pay the same without surrender thereof provided however that in the

case of lost stolen or destroyed SeriesSerie 2009 Bond there shall be first furnished to the Trnstee

evidence of such losslos theft or destruction satisfactory to the Trustee together with indemnity

satisfactory to it The Trustee may charge the holder or owner of such SeriesSerie 2009 Bond with

their reasonable feesfee and expensesexpense in thisthi connection Any SeriesSerie 2009 Bond issued pursuant to

thisthi Section 2.9 shall be deemed part of the original seriesserie of SeriesSerie 2009 BondsBond in respect of

which it was issued and an original additional contractual obligation of the Issuer

18

Section 2.10 Registration and Exchange of SeriesSerie 2009 BondsBond PersonsPerson Treated as

OwnersOwner The Issuer shall cause booksbook fot the registÆtiOh and for the transfer of the SeriesSerie 2009

BondsBond as provided in thisthi 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 SeriesSerie

2009 Bond at the principal office of the Trustee duly endorsed by or accompanied by written

instrument or instrumentsinstrument 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 transfereestransferee new fully

registered SeriesSerie 2009 Bond or SeriesSerie 2009 BondsBond of the same seriesserie and the same maturity for

like aggregate principal amount The execution by the Issuer of any fully registered SeriesSerie 2009

Bond without couponscoupon 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 SeriesSerie 2009 Bond The Trustee shall not be required to transfer or exchange any fully

registered SeriesSerie 2009 Bond during the period between the Record Date and any interest

payment date of such SeriesSerie 2009 Bond nor to transfer or exchange any SeriesSerie 2009 Bond after

the mailing of notice calling such Bond for redemption has been made nor during period of

fifteen 15 daysday next preceding mailing of notice of redemption of any BondsBond

As to any fully registered SeriesSerie 2009 Bond the person in whose name the same shall be

registered shall be deemed and regarded as the absolute owner thereof for all purposespurpose 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 paymentspayment shall be valid and effectual to satisfy and discharge the liability

upon such Bond to the extent of the sum or sumssum so paid

End of Article II

19

ARTICLE III

APPLICATION OF SERIESSERIE 2009 BOND PROCEEDSPROCEED

Section 3.1 Deposit of FundsFund The Issuer shall deposit with Trustee in the

Construction Fund all proceedsproceed from the sale of the SeriesSerie 2009 BondsBond

End of Article III

20

ARTICLE IV

REVENUE AND FUNDSFUND

Section Sourcc of Payment of BondsBond The BondsBond herein authorized and all

paymentspayment to be made by the Issuer hereunder are not general obligationsobligation of the Issuer but are

limited obligationsobligation payable solely from the Trust Estate as authorized by the Act and as provided

herein No covenant or agreement contained in the BondsBond or thisthi 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 BondsBond shall be liable

personally on the BondsBond or be subject to any personal liability or accountability by reason of the

issuance of the BondsBond

Section 4.2 Bond Fund The Trustee shall establish and maintain so long as any of

the BondsBond are outstanding separate fund to be known as the Bond Fund Money in the Bond

Fund shall be applied as provided in thisthi Section 4.2

In addition there shall be deposited in the Bond Fund as and when received TIF

RevenuesRevenue delivered to the Issuer by the Redevelopment Commission all paymentspayment received

pursuant to the NotesNote all paymentspayment 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 SeriesSerie 2009 BondsBond all interest and other income derived from investmentsinvestment of Bond Fund

moneysmoney as provided herein and all other moneysmoney received by the Trustee under and pursuant

to any of the provisionsprovision of the Loan Agreement which arc required or which are accompanied by

directionsdirection that such moneysmoney are to be paid into the Bond Fund The Issuer hereby covenantscovenant and

agreesagree that so long as any of the BondsBond issued hereunder are outstanding it will deposit or cause

to be paid to Trustee for deposit in the Bond Fund for its account sufficient sumssum from revenuesrevenue

and receiptsreceipt derived from the TIF RevenuesRevenue actually received by the Issuer from the

Redevelopment Commission the NotesNote and Loan Agreement promptly to meet and pay the

principal of premium if any and interest on the BondsBond 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 hindshind from any source other than receiptsreceipt derived from the TIF

RevenuesRevenue NotesNote 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 RevenuesRevenue to the Trustee as set forth in Section 4.4 subject to the parity provisionsprovision of the TIF

Pledge Resolution The Trustee is hereby directed to deposit the TIF RevenuesRevenue into the Bond

Fund in the manner prescribed in thisthi Section 4.2 and in Section 4.4

MoneysMoney in the Bond Fund shall be used by the Trustee to pay interest premium if anyand

principal on the BondsBond as they become due at maturity redemption or upon acceleration

The Trustee shall transmit such fundsfund to the Paying Agent for any seriesserie of BondsBond in sufficient

time to insure that such interest will be paid as it becomesbecome 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 depositsdeposit are to be made as required by

Section hereof

The Issuer shall ue $107500.00 from the initial draw to pay costscost of

issuance set forth in Exhibit which shall be paid by cheek or wire transfer at closing to

the entitiesentitie listed and furthermore shall use moniesmonie from the Construction Fund to pay

any other filing expensesexpense trusteestrustee acceptance feesfee commitment feesfee legal feesfee printing

expensesexpense and other feesfee and expensesexpense 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 SeriesSerie 2009 BondsBond Execution of thisthi Indenture shall be

authorization for these paymentspayment 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 costscost of

issuance or to pay costscost 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 costscost 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 contractscontract plansplan

and specificationsspecification or purchase contractscontract therefor then in effect or that the

amountsamount set forth in such written request are for allowable CostsCost of Construction

of the Project

stating that the amount paid or to be paid as set forth in such

written request is reasonable and representsrepresent part of the amount payable for the

CostsCost 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 termsterm of any contractscontract applicable thereto

and in accordance with usual and customary practice under existing conditionscondition

stating that no part of the said costscost was included in any written

request previously filed with the Trustee under the provisionsprovision hereof

stating that such costscost are appropriate for the expenditure of

proceedsproceed of the BondsBond under the Act

stating recap of vendorsvendor and the amount paid and

stating recap of vendorsvendor and the amount paid

The Trustee shall rely fully on any such request delivered pursuant to thisthi

Section and shall not be required to make any investigation in connection therewith

The Borrower shall deliver to the Trustee within fifteen 15 daysday of

completion of the Project in addition to the itemsitem required by above certificate

22

stating the date that the Project was completed and

stating that it has made such investigation of such sourcessource of

information as are deemed by it to be necessary including pertinent recordsrecord of the

Issuer and is of the opinion that the Proj ect has been fully paid for and that no

claim or claimsclaim exist against the Borrower or Issuer or against the propertiespropertie of

either out of which lien based on furnishing labor or material for the Project

existsexist or might ripen provided however there may be excepted from the

foregoing statement any claim or claimsclaim out of which lien existsexist or might ripen

if the Borrower intendsintend to contest such claim or claimsclaim in which event such claim

or claimsclaim shall be described provided further however that it shall be stated that

fundsfund 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

claimsclaim

If such certificate shall state that there is claim or claimsclaim 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 claimsclaim shall have been fully paid

it after payment by the Trustee of all ordersorder theretofore tendered to the Trustee under the

provisionsprovision of subparagraph of thisthi Section 4.3 and after receipt of the statement mentioned in

subparagraph di and ii of thisthi Section 4.3 there shall remain any balance of moniesmonie in the

Construction Fund Trustee shall transfer all moniesmonie then in the Construction Fund except any

disputed claimsclaim 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 SeriesSerie

2009 BondsBond at the earliest date

Section 4.4 TIF RevenuesRevenue On or before each February and August commencing

February 2010 the Issuer shall transfer to the Bond Fund to the extent available TIF

RevenuesRevenue in an amount sufficient to pay principal and interest due on the SeriesSerie 2009 BondsBond on

such date The transferstransfer to the Bond Fund shall serve as credit against the BorrowersBorrower

obligationsobligation under the SeriesSerie 2009 Note and the Loan Agreement with respect to the SeriesSerie 2009

BondsBond 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 FundsFund All moneysmoney and securitiessecuritie received by the Trustee under the

provisionsprovision of thisthi Indenture shall be trust fundsfund under the termsterm hereof and shall not be subject

to lien or attachment of any creditor of the Issuer or of the Borrower Such moneysmoney shall be held

in trust andapplied in accordance with the provisionsprovision of thisthi Indenture

Section 46 Investment MoneysMoney on deposit in the FundsFund established in thisthi Article IV

hereof shall be invested as provided in Section 6.8 hereof

End of Article IV

23

ARTICLE

REDEMPTION OF SERIESSERIE 2009 BONDSBOND BEFORE MATURITY

Section 5.1 Redemption DatesDate and PricesPrice The principal amount of the SeriesSerie 2009

BondsBond 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 plusplu in each case accrued

interest to the date fixed for redemption and with the following premiumspremium

3% if redeemed on or before February 120112% if redeemed between February 2011

and February 2012

1% if redeemed between February 2012

and February 120130% ifredeemed on or after February 2013

The SeriesSerie 2009 BondsBond 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 fundsfund to redeem the principal amount of the

SeriesSerie 2009 BondsBond then outstanding in whole plusplu 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 SeriesSerie 2009 BondsBond

pursuant to Section 5.1 hereof notice of the call for any such redemption identifying the SeriesSerie

2009 BondsBond to be redeemed shall be provided to the registered Owner of each SeriesSerie 2009 Bond

to be redeemed at the addressaddres shown on the registration booksbook at least ten daysday 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 addressaddres 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 SeriesSerie 2009 BOnd shall not affect the

validity of any proceedingsproceeding for the redemption of other SeriesSerie 2009 BondsBond

On and after the redemption date specified in the aforesaid notice such SeriesSerie 2009

BondsBond thusthu called shall not bear interest shall no longer be protected by thisthi Indenture and shall

not be deemed to be outstanding under the provisionsprovision of thisthi Indenture and the holdersholder thereof

shall have the right to receive only the redemption price thereof plusplu accrued interest thereon to

the date fixed for redemption

Section 5.3 Cancellation All SeriesSerie 2009 BondsBond 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 PaymentsPayment Prior to the date fixed for redemption in whole

fundsfund shall be deposited with Trustee to pay and Trustee is hereby authorized and directed to

apply such findsfind to the payment of the SeriesSerie 2009 BondsBond or portionsportion thereof called together

with accrued interest thereon to the redemption date Upon the giving of notice and the deposit

24

of fundsfund for redemption interest on the SØrsSØr2OO EondsEond thusthu called shall no longer accrue

after the date fixed for redemption No payment shall be made by the Paying Agent upon any

SeriesSerie 2009 Bond until such SeriesSerie 2009 Bond shall have been delivered for payment or

cancellation or the Trustee shall have received the itemsitem required by Section 2.9 hereof with

respect to any mutilated lost stolen or destroyed SeriesSerie 2009 Bond

End of Article

25

ARTICLE Vi

GENERAL COVENANTSCOVENANT

Section 6.1 Payment of Principal and Interest The Issuer covenantscovenant that it will

promptly pay the principal of premium if any and interest on every Bond issued under thisthi

Indenture at the place on the datesdate and in the manner provided herein and in the BondsBond

according to the true intent and meaning thereof The principal interest and premium if any on

the BondsBond are payable solely and only from the issuance of City of Marion Indiana Taxable

Economic Development Revenue BondsBond TIP RevenuesRevenue and the paymentspayment to be made on the

Note which paymentspayment are hereby specifically pledged and assigned to the payment thereof in the

manner and to the extent herein specified and nothing in the BondsBond or in thisthi Indenture should

he considered as pledging any other fundsfund or assetsasset of the Issuer The BondsBond and the interest

payable thereon do not and shall not represent or constitute debt of the Issuer within the

meaning of the provisionsprovision of the constitution or statutesstatute of the State of Indiana or pledge

of the faith and credit of the Issuer The BondsBond 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 RevenuesRevenue and the paymentspayment to be made on the NotesNote 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 BondsBond The BondsBond do not grant the ownersowner or

holdersholder thereof any right to have the Issuer the State of Indiana or its General Assemblyor any political subdivision or taxing authority of the State of Indiana levy any taxestaxe or

appropriate any fundsfund for the payment of the principal of premium if any or interest on

the BondsBond The issuer has no taxing power with respect to the BondsBond No covenant or

agreement contained in the BondsBond or thisthi 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 CommissionCommission 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

BondsBond shall be liable personally on the BondsBond or be subject to any personal liability or

accountability by reason of the issuance of the BondsBond

Section 6.2 Performance of CovenantsCovenant The Issuer covenantscovenant that it will faithfully

perform at all timestime any and all covenantscovenant undertakingsundertaking stipulationsstipulation and provisionsprovision contained in

thisthi Indenture in any and every Bond executed authenticated and delivered hereunder and in all

proceedingsproceeding of its membersmember pertaining thereto The Issuer representsrepresent that it is duly authorized

under the constitution and lawslaw of the State of Indiana to issue the BondsBond authorized hereby and

to execute thisthi Indenture and to pledge and assign the SeriesSerie 2009 Note pledge the TIP

RevenuesRevenue 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 BondsBond and the execution and delivery of thisthi

Indenture has been duly and effectively taken and that the BondsBond in the handshand of the holdersholder and

ownersowner thereof are and will be valid and enforceable obligationsobligation of the Issuer according to the

import thereof subject to bankruptcy insolvency reorganization moratorium and other similar

26

lawslaw judicial decisionsdecision andprinciplesprinciple df 1ity relatihg to or affecting creditorscreditor rightsright generally

and subject to the valid exercise of the constitutional powerspower of the Issuer the State of Indiana

and the United StatesState of America

Section 6.3 Ownership InstrumentsInstrument of Further Assurance The Issuer representsrepresent that

at the time of the pledge and assignment thereof it willlawftilly own the SeriesSerie 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 covenantscovenant that it will defend the title to the

SeriesSerie 2009 Note and its interest in the Loan Agreement to the Trustee for the benefit of the

holdersholder and ownersowner of the BondsBond against the claimsclaim and demandsdemand of all personsperson whomsoever

The Issuer covenantscovenant that it will do execute acknowledge and deliver or cause to be done

executed acknowledged and delivered such indenturesindenture supplemental hereto and such further

actsact instrumentsinstrument and transferstransfer as the Trustee may reasonably require for the better assuring

transferring mortgaging conveying pledging assigning and confirming unto the Trustee the

SeriesSerie 2009 Note the Loan Agreement and all paymentspayment thereon and thereunder pledged hereby

to the payment of the principal of premium if any and interest on the BondsBond

Section 6.4 Filing of Indenture Loan Agreement and Security InstrumentsInstrument The

Issuer upon the written direction and at the sole expense of the Borrower shall cause thisthi

Indenture the Loan Agreement and all supplementssupplement thereto as well as such other security

instrumentsinstrument financing statementsstatement and all supplementssupplement thereto and other instrumentsinstrument as may be

required from time to time to be filed in such manner and in such placesplace as may be required by

law in order to fully preserve and protect the lien hereof and the security of the holdersholder and

ownersowner of the BondsBond and the rightsright of the Trustee hereunder ThisThi Section 6.4 shall impose no

duty to record or file the instrumentsinstrument noted above where filing or recordation is not required by

law in order to perfect security interest Continuation of financing statementsstatement may be filed

without consent of the debtor partiespartie thereto

Section 6.5 Inspection of BooksBook The Issuer covenantscovenant and agreesagree that all booksbook and

documentsdocument in its possession relating to the Project and the revenuesrevenue derived from the Project

shall at all timestime be open to inspection by such accountantsaccountant or other agentsagent as the Trustee mayfrom time to time designate

Section 6.6 List of BondholdersBondholder The Trustee will keep on file at the principal office

of the Trustee list of namesname and addressesaddresse of the holdersholder of all BondsBond At reasonable timestime and

under reasonable regulationsregulation established by the Trustee said list may be inspected and copied by

the Borrower or by holdersholder andlor ownersowner or designated representative thereof of 25% or

more in principal amount of BondsBond then outstanding such ownership and the authority of any

such designated representative to be evidenced to the satisfaction of the Trustee

Section 6.7 RightsRight Under Loan Agreement The Issuer agreesagree that the Trustee in its

name or in the name of the Issuer may enforce all rightsright of the Issuer and all obligationsobligation of the

Borrower under and pursuant to the Loan Agreement for and on behalf of the BondholdersBondholder

whether or not the Issuer is in default hereunder

Section 6.8 Investment of FundsFund MoneysMoney in the FundsFund established hereunder may be

invested in Qualified InvestmentsInvestment 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 losslos resulting from

any such investment The interest accruing thereon and any profit realized from such

investmentsinvestment shall be credited and any losslos resulting from such investmentsinvestment shall be charged to

the fund in which the money was deposited

Section 6.9 Non-presentment of BondsBond If any Bond shall not be presented for

payment when the principal thereof becomesbecome due either at maturity or at the date fixed for

redemption thereof or otherwise if findsfind sufficient to pay any such Bond shall have been made

available to Paying Agent for the benefit of the holder or holdersholder 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 fundsfund for

five yearsyear without liability for interest thereon for the benefit of the holder of such Bondwho shall thereafter be restricted exclusively to such fundsfund for any claim of whatever nature on

his part under thisthi Indenture or on or with respect to such Bond

Any moneysmoney so deposited with and held by the Paying Agent not so applied to the

payment of BondsBond within five yearsyear after the date on which the same shall become due shall

be repaid by Paying Agent to Borrower and thereafter BondholdersBondholder 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 BondholdersBondholder Whenever any action direction or consent is

required of the Trustee the Trustee shall consult with the holdersholder of the BondsBond and shall take

such action give such direction or give such consent as shall be directed by the Requisite

BondholdersBondholder

End of Article VI

28

ARTICLE Vii

DEFAULTSDEFAULT AND REMEDIESREMEDIE

Section 7.1 EventsEvent of Default Each of the following eventsevent is hereby declared an

event of default that is to say if

payment of any amount payable on the BondsBond 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

covenantscovenant conditionscondition agreementsagreement and provisionsprovision contained in the BondsBond or in thisthi Indenture or

any agreement supplemental hereof on the part of the Issuer to be performed and such default

shall continue for thirty 30 daysday 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

holdersholder of all of the BondsBond then outstanding hereunder or

the Issuer shall fail to apply collected TIP RevenuesRevenue as required by Article IV of

thisthi 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 BondsBond then outstanding and the interest accrued thereon to be

immediately due and payable The IssuersIssuer obligation to pay TIP RevenuesRevenue shall not be subject

to acceleration

Section 7.3 RemediesRemedie RightsRight of BondholdersBondholder

If an event of default occursoccur 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 BondsBond then outstanding to enforce

any obligationsobligation of the Issuer hereunder and of the Borrower under the

Loan Agreement and the NotesNote

ii Upon the occurrence of an event of default and if directed so to do by the

Requisite BondholdersBondholder and indemnified as provided in Section 8.1 hereof

the Trustee shall be obliged to exercise such one or more of the rightsright and

powerspower conferred by thisthi Article as the Trustee being advised by counsel

shall deem most expedient in the interestsinterest of the BondholdersBondholder

iii No remedy by the termsterm of thisthi Indenture conferred upon or reserved to

the Trustee or to the BondholdersBondholder 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

BondholdersBondholder 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 BondholdersBondholder shall extend to or shall affect any subsequent event of

default or shall impair any rightsright or remediesremedie consequent thereon

Section 7.4 Right of BondholdersBondholder to Direct ProceedingsProceeding Anything in thisthi Indenture to

the contrary notwithstanding the holdersholder of all BondsBond then outstanding shall have the tight at

any time by an instrument or instrumentsinstrument in writing executed and delivered to the Trustee to

direct the time the method and place of conducting all proceedingsproceeding to be taken in connection

with the enforcement of the termsterm and conditionscondition of thisthi Indenture or for the appointment of

receiver or any other proceedingsproceeding hereunder provided that such direction shall not be otherwise

than in accordance with the provisionsprovision of law and of thisthi Indenture and provided that the Trustee

is obligated to pursue its remediesremedie under the provisionsprovision of Section 7.2 hereof before any other

remediesremedie are sought

Section 7.5 Application of MoneysMoney All moneysmoney received by the Trustee pursuant to

any right given or action taken under the provisionsprovision of thisthi Article shall after payment of the

cost and expensesexpense of the proceedingsproceeding resulting in the collection of such moneysmoney and of the

expensesexpense liabilitiesliabilitie and advancesadvance incuned or made by the Trustee or the Issuer be deposited in

the Bond Fund and all moneysmoney in the Bond Fund shall be applied as followsfollow

UnlessUnles the principal of all the BondsBond shall have become or shall have been

declared due and payable all such moneysmoney shall be applied

First To the payment to the personsperson entitled thereto of all installmentsinstallment of interest

then due on the BondsBond in the order of the maturity of the installmentsinstallment 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 amountsamount due on such installment to the

personsperson entitled thereto without any discriminationsdiscrimination or privilege and

Second To the payment to the personsperson entitled thereto of the unpaid principal of

and premium if any of the BondsBond which shall have become due other than BondsBond called

for redemption for the payment of which moneysmoney are held pursuant to the provisionsprovision of

thisthi Tndenture in the order of their due datesdate with interest on such BondsBond from the

respective datesdate upon which they become due and if the amount available shall not be

sufficient to pay in full BondsBond 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

personsperson entitled thereto without any discrimination or privilege

30

Third To the payment of the balance if any to the Borrower or its successorssuccessor or

assignsassign 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 RevenuesRevenue which shall be paid to the

Redevelopment Commission

If the principal of all the BondsBond shall have become due or shall have been

declared due and payable all such moneysmoney shall be applied to the ayment of the principal and

interest then due and unpaid upon the BondsBond without preference or priority of principal over

interest or of interest over any other installment of interest according to the amountsamount due

respectively for principal and interest to the personsperson entitled thereto without any discrimination

or privilege

Tf the principal of all the BondsBond shall have been declared due and payable and if

such declaration shall thereafter have been rescinded and annulled under the provisionsprovision of thisthi

Article then subject to the provisionsprovision of subsection of thisthi Section in the event that the

principal of all the BondsBond shall later become due or be declared due and payable the moneysmoneyshall be applied in accordance with the provisionsprovision of subsection of thisthi Section

Whenever moneysmoney are to be applied pursuant to the provisionsprovision of thisthi Section such

moneysmoney shall be applied at such timestime and from time to time as the Trustee shall determine

having due regard to the amount of such moneysmoney available for application and the likelihood of

additional moneysmoney becoming available for such application in the future Whenever the Trustee

shall apply such fundsfund it shall fix the date which shall be an interest payment date unlessunles it shall

deem another date more suitable upon which such application is to be made and upon such date

interest on the amountsamount ofprincipal to be paid on such datesdate shall cease to accrue The Trustee

shall give such notice as it may deem appropriate of the deposit with it of any such moneysmoney 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 RemediesRemedie Vested In Trustee All rightsright of action including the right to

file proof of claimsclaim under thisthi Indenture or under any of the BondsBond may be enforced by the

Trustee without the possession of any of the BondsBond or the production thereof in any trial or other

proceedingsproceeding 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 plaintiffsplaintiff or defendantsdefendant any

holdersholder of the BondsBond and any recovery of judgment shall subject to the provisionsprovision of Section

7.5 hereof be for the equal benefit of the holdersholder of the outstanding BondsBond

Section 7.7 RightsRight and RemediesRemedie of BondholdersBondholder 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 thisthi

Indenture or for the execution of any trust thereof or for the appointment of receiver or any

other remedy hereunder unlessunles 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 unlessunles also such default shall have become an event of default and the holdersholder of all

BondsBond then outstanding shall have made written request to the Trustee and shall have offered

reasonable opportunity either to proceed to exercise the powerspower hercinbefore granted or to

31

institute such action suit or proceeding in its own name nor unlessunles also they have offered to the

Trustee indenmity as provided in Sectioh 8.1 hereof nOr unlessunles the Trustee shall thereafter fail or

refuse to exercise the powerspower hereinbefore granted or to institute such action suit or proceeding

in its his or their own name or namesname Such notification request and offer of indemnity are

hereby declared in every ease at the option of the Trustee to be conditionscondition precedent to the

execution of the powerspower and truststrust of thisthi Indenture and to any action or cause of action for the

enforcement of thisthi Indenture or for the appointment of receiver or for any other remedy

hereunder it being understood and intended that no one or more holdersholder of the BondsBond shall have

any right in any manner whatsoever to affect disturb or prejudice the lien of thisthi Indenture by

its his or their action or to enforce any right hereunder except in the manner herein provided

and that all proceedingsproceeding at law or in equity shall be instituted had and maintained in the manner

herein provided and for the equal benefit of the holdersholder of all BondsBond then outstanding Nothing

in thisthi Indenture contained shall however affect or impair the right of any Bondholder to

enforce the covenantscovenant of the Issuer to pay the principal of and interest on each of the BondsBondissued hereunder to the respective holdersholder thereof at the time place from the source and in the

manner in said BondsBond expressed

Section 7.8 Termination of ProceedingsProceeding In case the Trustee shall have proceeded to

enforce any right under thisthi Indenture by the appointment of receiver or otherwise and such

proceedingsproceeding 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 positionsposition and rightsright hereunder respectively with respect to the Trust

Estate and all rightsright remediesremedie and powerspower of the Trustee shall continue as if no such

proceedingsproceeding had been taken

Section 7.9 WaiversWaiver of EventsEvent of Default. The Trustee may in its discretion waive any

event of default hereunder and its consequencesconsequence and rescind any declaration of maturity of

principal of and interest on the BondsBond and shall do so upon the written request of the holdersholder of

all the BondsBond then outstanding in respect of which default in the payment ofprincipal

andlor

premium if any and/or interest existsexist or all BondsBond 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 BondsBond at the date of maturity specified therein or any

default in the payment when due of the interest on any such BondsBond unlessunles prior to such waiver or

rescission arrearsarrear of interest with interest to the extent permitted by law at the rate borne by

the BondsBond in respect of which such default shall have occurred on overdue installmentsinstallment of

interest or all arrearsarrear of paymentspayment of principal and premium if any when due as the case may

be and all expensesexpense 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 BondholdersBondholder shall be

restored to their former positionsposition and rightsright 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 TrustsTrust The Trustee hereby acceptsaccept the truststrust imposed

upon it by thisthi Indenture but only upon the termsterm set forth herein and agreesagree to perfoim said

truststrust as corporate trustee ordinarily would perform said truststrust under thisthi indenture No

implied covenantscovenant or obligationsobligation shall be read into thisthi Indenture against the Trustee

The Trustee may execute any of the truststrust or powerspower hereof and perform any of its

dutiesdutie by or if appointed through attorneysattorney agentsagent receiversreceiver or employeesemployee 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 mattersmatter of truststrust hereof arid the dutiesdutie

hereunder and may in all casescase pay such reasonable compensation to all such attorneysattorney agentsagentreceiversreceiver and employeesemployee as may reasonably be employed in connection with the truststrust hereof

The Trustee may act upon the opinion or advice of any attorney who may he the attorney or

attorneysattorney for the Issuer or the Borrower The Trustee shall not be responsible for any losslos 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 BondsBond except

in respect to the certificate of the Trustee endorsed on the BondsBond or for insuring the property

herein conveyed or collecting any insurance moneysmoney or for the validity of the execution by the

Issuer of thisthi Indenture or of any supplementssupplement thereto or instrumentsinstrument of further assurance or for

the sufficiency of the security for the BondsBond 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 covenantscovenant conditionscondition or agreementsagreement 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 covenantscovenant conditionscondition and

agreementsagreement aforesaid as to the condition of the property herein conveyed The Trustee shall have

no obligation to perform any of the dutiesdutie of the Issuer under the Loan Agreement and the

Trustee shall not be responsible or liable for any losslos suffered in connection with any investment

of fundsfund made by it in accordance with the provisionsprovision of thisthi Indenture

The Trustee shall not be accountable for the use of any BondsBond authenticated by it

or the Paying Agent or delivered hereunder The Trustee may become the owner of BondsBondsecured hereby with the same rightsright 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 personsperson Any action taken by

the Trustee pursuant to thisthi 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 Bondshall be conclusive and binding upon all future ownersowner of the same Bond and upon BondsBond 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 officersofficer as sufficient

evidence of the factsfact therein contained and prior to the occurrence of default of which the

Trustee has been notified as provided in subsection of thisthi 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 thingsthing enumerated in thisthi Indenture shall

not be construed as duty and the Trustee shall not be answerable for other than its grossgros

negligence or willful misconduct provided however that the provisionsprovision of thisthi subsection shall

not affect the dutiesdutie of the Trustee hereunder including the provisionsprovision 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 BondsBondunlessunles the Trustee shall be specifically notified in writing of such default by the Issuer or by the

holdersholder of at least twenty-five percent 25% in aggregate principal amount of all BondsBond then

outstanding and all noticesnotice or other instrumentsinstrument required by thisthi 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 debtsdebt contracted or for damagesdamage

to personsperson or to personal property injured or damaged or for salariessalarie or nonfulfillment of

contractscontract during any period in which it may be in possession of or managing the Trust Estate

At any and all reasonable timestime and upon reasonable prior written notice the

Trustee and its duly authorized agentsagent attorueysattoruey expertsexpert engineersengineer accountantsaccountant and

representativesrepresentative 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 truststrust and powerspower or otherwise in respect of the premisespremise

Notwithstanding anything elsewhere in thisthi Indenture contained the Trustee shall

have the right but shall not be required to demand in respect of the authentication of any

BondsBond the withdrawal of any cash the release of any property or any action whatsoever within

the purview of thisthi Indenture any showingsshowing certificatescertificate opinionsopinion appraisalsappraisal or other

information or corporate action or evidence thereof in addition to that by the termsterm hereof

required as condition of such action by the Trustee deemed desirable for the authentication of

any BondsBond the withdrawal of any cash or the taking of any other action by the Trustee

34

Before taking any action under thisthi Section 8.1 the Trustee may require that

satisfactory indemnity bond be frirnished for the reimbursement of all expensesexpense to which it may

be put and to protect it against all liability except liability which is adjudicated to have resulted

from its grossgros negligence or willful misconduct in connection with any action so taken Such

indemnity shall survive the termination of thisthi Indenture

All moneysmoney received by the Trustee or the Paying Agent shall until used or

applied or invested as herein provided be held in trust for the purposespurpose for which they were

received but need not be segregated from other fundsfund except to the extent required by law

Neither the Trustee nor the Paying Agent shall be under any liability for interest on any moneysmoneyreceived 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 BondsBond except for any information provided

by the Trustee and shall have no responsibility for compliance with any state or federal

securitiessecuritie lawslaw in connection with the BondsBond

If any event of default under thisthi indenture shall have occurred and be continuing

the Trustee shall exercise such of the rightsright and powerspower vested in it by thisthi Indenture and shall

use the same degree of care as prudent man would exercise or use in the circumstancescircumstance in the

conduct of his own affairsaffair

Section 8.2 FeesFee ChargesCharge and ExpensesExpense of Trustee and Paying Agent The Trustee

and Paying Agent shall be entitled to payment and/or reimbursement for reasonable feesfee for its

servicesservice rendered hereunder and all advancesadvance counsel feesfee and other expensesexpense reasonably and

necessarily made or incurred by the Trustee or Paying Agent in connection with such servicesservice

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 advancesadvance feesfee costscost and expensesexpense incurred

Section 8.3 Notice to BondholdersBondholder if Default OccursOccur If an event of default occursoccur 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 holdersholder of all BondsBond then

outstanding shown by the list of BondholdersBondholder required by the termsterm of thisthi 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

interestsinterest of holdersholder of the BondsBond the Trustee may intervene on behalf of BondholdersBondholder and

subject to the provisionsprovision of Section 8.11 shall do so if requested in writing by the ownersowner of at

least twenty-five percent 25% in aggregate principal amount of all BondsBond then outstanding

The rightsright and obligationsobligation of the Trustee under thisthi 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 businessbusines and assetsasset 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 truststrust powerspowerdiscretionsdiscretion immunitiesimmunitie privilegesprivilege and all other mattersmatter as was its predecessor without the

execution or filing of any instrument or any further act deed or conveyance on thepart

of any of

the partiespartie 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 truststrust hereby created by giving thirty daysday written notice to the Issuer

and the Borrower and by registered or certified mail to each registered owner of BondsBond then

outstanding and to each holder of BondsBond as shown by the list of BondholdersBondholder required by thisthi

Indenture to be kept at the office of the Trustee and such resignation shall take effect at the end

of such thirty 30 daysday or upon the earlier appointment of successor Trustee by the

BondholdersBondholder 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 instrumentsinstrument in writing delivered to the Trustee and to the Issuer and

signed by all the BondholdersBondholder

Section 8.8 Appointment of Successor Trustee by the BondholdersBondholder 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 officersofficer or of receiver appointed by

court successor may be appointed by the ownersowner of majority in aggregate principal amount

of BondsBond then outstanding by an instrument or concurrent instrumentsinstrument in writing signed by such

ownersowner or by their attorneys-in-fact duly authorized provided neverthelessnevertheles that in case of such

vacancy the Issuer by an instrument executed by one of its duly authorized officersofficer may

appoint temporary Trustee to fill such vacancy until successor Trustee shall be appointed by

the BondholdersBondholder 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 BondholdersBondholder Every such Trustee appointed pursuant to the provisionsprovision of thisthi Section

shall be trust company or bank having reported capital and surplussurplu of not lessles than One

Hundred Million DollarsDollar $100000000 if there be such an institution willing qualified and able

to accept the trust upon reasonable or customary termsterm

Section 8.9 Concerning Any Successor TrusteesTrustee 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

estatesestate propertiespropertie rightsright powerspower truststrust dutiesdutie and obligationsobligation of its predecessor but such

predecessor shall neverthelessnevertheles on the written request of the Issuer or of its successor execute

and deliver an instrument transferring to such successor Trustee all the estatesestate propertiespropertie rightsright

powerspower and truststrust of such predecessor hereunder and every predecessor Trustee shall deliver all

36

securitiessecuritie and moneysmoney 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 rightsright powerspower and dutiesdutie hereby vested or intended to be vested in

the predecessor any and all such instrumentsinstrument in writing shall on request be executed

acknowledged and delivered by the Issuer The resignation of any Trustee and the instrument or

instrumentsinstrument removing any Trustee and appointing successor hereunder together with all other

instrumentsinstrument provided for in thisthi 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 ResolutionsResolution etc Subject to the

conditionscondition contained herein the resolutionsresolution ordinancesordinance opinionsopinion certificatescertificate and other

instrumentsinstrument provided for in thisthi Indenture may be accepted by the Trustee as conclusive evidence

of the factsfact and conclusionsconclusion 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 thisthi Indenture Any

Paying Agent may at any time resign and be discharged of the dutiesdutie and obligationsobligation created bythisthi instrument and any supplemental indenture by giving at least 60 daysday 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 lawslaw of any state of the

United StatesState or national banking association in each case having capital stock and surplussurplu

aggregating at least $100000000 willing and able to accept the office on reasonable and

customary termsterm and authorized by law to perform all the dutiesdutie imposed upon it by thisthi

Indenture

In the event of the resignation or removal of any Paying Agent such Paying Agent shall

pay over assign and deliver any moneysmoney or securitiessecuritie held by it as Paying Agent to its

successorssuccessor or if there if no successor to the Trustee

End of Article VIII

37

ARTICLE IX

SUPPLEMENTAL INDENTURESINDENTURE

Section 9.1 Supplemental IndenturesIndenture Not Requiring Consent of BondholdersBondholder The

Issuer and the Trustee may without the consent of or notice to any of the BondholdersBondholder enter

into an indenture or indenturesindenture supplemental to thisthi Indenture as shall not be inconsistent with

the termsterm and provisionsprovision hereof for any one or more of the following purposespurpose

To cure any ambiguity or formal defect or omission in thisthi Indenture

To grant to or confer upon the Trustee for the benefit of the BondholdersBondholder any

additional rightsright remediesremedie powerspower or authority that may lawfully be granted to or conferred

upon the BondholdersBondholder or the Trustee or any of them

To subject to thisthi Indenture additional security revenuesrevenue propertiespropertie or collateral

or

To make any other change in thisthi Indenture which in the judgment of the Trustee

is not to the material prejudice of the Trustee the Borrower the Issuer or the holdersholder of the

BondsBond 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 termsterm conditionscondition and provisionsprovision as may be required by said Trust Indenture Act of 1939

as amended or similar federal statute

Section 9.2 Supplemental IndenturesIndenture Requiring Consent of BondholdersBondholder Exclusive of

supplemental indenturesindenture covered by Section 9.1 hereof and subject to the termsterm and provisionsprovision

contained in thisthi Section and not otherwise the Requisite BondholdersBondholder shall have the right from

time to time anything contained in thisthi Indenture to the contrary notwithstanding to consent to

and approve the execution by the Issuer and the Trustee of such other indenture or indenturesindenture

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 termsterm or

provisionsprovision contained in thisthi Indenture or in any supplemental indenture provided however that

nothing in thisthi section contained shall permit or be construed as permitting except as otherwise

permitted in thisthi 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 BondsBond 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 BondsBond without the consent of the holdersholder of all the BondsBondwhich would be affected hy the action to be taken or the creation of any lien prior to or on

parity with the lien of thisthi Indenture without the consent of the holdersholder of all the BondsBond at the

time outstanding or reduction in the aforesaid aggregate principal amount of BondsBond the

holdersholder of which are required to consent to any such supplemental indenture without the consent

of the holdersholder of all the BondsBond at the time outstanding which would be affected by the action to

38

be taken or modification of the rightsright dutiesdutie or immunitiesimmunitie of the Trustee without the

written consent of the Trustee or privilege or priority of any Bond over any other BondsBond or

derivation of the OwnersOwner of any SeriesSerie 2009 BondsBond then Outstanding of the lien thereby

created

Anything herein to the contrary notwithstanding supplemental indenture under thisthi

Article which affectsaffect any rightsright of the Borrower shall not become effective unlessunles and until the

Borrower shall have consented in writing to the execution and delivery of such supplemental

indenture thisthi 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 daysday prior to the

proposed date of execution and delivery of any such supplemental indenture

End of Article IX

39

ARTICLE

AMENDMENTSAMENDMENT TO THE LOAN AGREEMENT

Section 10.1 AmendmentsAmendment etc to Loan Agreement Not Requiring Consent of

BondholdersBondholder The Issuer and the Trustee with the consent of the Borrower shall without the

consent of or notice to the BondholdersBondholder consent to any amendment change or modification of

the Loan Agreement as may be required by the provisionsprovision of the Loan Agreement and thisthi

Indenture including particularly amendmentsamendment to the Loan Agreement relating to the issuance of

Additional NotesNote 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 holdersholder of the BondsBond

Section 10.2 AmendmentsAmendment etc to Loan Agreement Requiring Consent of BondholdersBondholder

Except for the amendmentsamendment changeschange or modificationsmodification 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 BondholdersBondholder given and

procured as in Section 9.2 provided

Section 10.3 No Amendment May Alter NotesNote Under no circumstancescircumstance shall any

amendment to the Loan Agreement alter the NotesNote or the paymentspayment of principal and interest

thereon without the consent of the holdersholder of all the BondsBond at the time outstanding

End of Article

40

ARTICLE Xl

MISCELLANEOUSMISCELLANEOU

Section 11.1 Satisfaction and Discharge All rightsright and obligationsobligation of the Issuer and

the Borrower under the Loan Agreement the NotesNote and thisthi Indenture shall terminate and such

instrumentsinstrument shall cease to be of further effect and the Trustee shall cancel the NotesNote and deliver

them to the Borrower shall execute and deliver all appropriate instrumentsinstrument evidencing and

acknowledging the satisfaction of thisthi Indenture and shall assign and deliver to the Borrower

any moneysmoney and investmentsinvestment in all FundsFund established hereunder except moneysmoney or investmentsinvestment

held by the Trustee for the payment of principal of interest on or premium if any on the BondsBond

and under Section 11.13 when

all feesfee and expensesexpense of the Trustee and the Paying Agent shall have been paid

the Issuer and the Borrower shall have performed all of their covenantscovenant and

promisespromise in the Loan Agreement the NotesNote and in thisthi Indenture and

all BondsBond theretofore authenticated and delivered have become due and

payable or ii are to be retired or called for redemption under arrangementsarrangement satisfactory to the

Trustee for the giving of notice of redemption by the Trustee at the expense of the Borrower or

iiihave 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 investmentsinvestment but only to the extent that the frill faith and credit of the United StatesState

of America are pledged to the timely payment thereof the principal of and the interest on which

when due will provide moneysmoney which together with the moneysmoney 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 BondsBond and prior to the redemption date or maturity date

thereof as the case may be

Provided however none of the BondsBond may be advance refunded if such advance

refunding is not permitted by the lawslaw of Indiana

Section 11.2 Defeasance of BondsBond Any Bond shall be deemed to be paid and no

longer Outstanding within the meaning of thisthi Article and for all purposespurpose of thisthi 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 termsterm thereof or ii shall have

been provided for by irrevocably depositing with the Trustee in trust and irrevocably set aside

exclusively for such payment moneysmoney sufficient to make such payment or Goverumental

ObligationsObligation maturing as to principal and interest in such amountsamount and at such timestime as will insure

the availability of sufficient moneysmoney to make such payment and all necessary and proper

feesfee compensation indemnitiesindemnitie and expensesexpense of the Trustee and the Issuer pertaining to the

BondsBond 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 benefitsbenefit of thisthi Indenture except for the

purposespurpose of any such payment from such moneysmoney or Goverumental ObligationsObligation

41

Notwithstanding the foregoing no deposit under clause aii of the immediately

preceding paragraph shall be deemed päthent of such BondsBond as aforesaid until proper notice

of redemption of such BondsBond shall have been previously given in accordance with Section 5.2 of

thisthi Indenture or if the BondsBond are not by their tennstenn subject to redemption within the next

succeeding sixty 60 daysday until the Borrower shall have given the Trustee in form satisfactory

to the Trustee irrevocable instructionsinstruction to notify as soon as practicable the OwnersOwner of the BondsBondthat the deposit required by the preceding paragraph has been made with the Trustee and that the

BondsBond are deemed to have been paid in accordance with thisthi Section 11.2 and stating the

maturity or redemption date upon which moneysmoney are to be available for the payment of the

principal of and the applicable redemption premium if any on said BondsBond plusplu interest thereon

to the due date thereof or the maturity of such BondsBond

All moneysmoney so deposited with the Trustee as provided in thisthi Section 11.2 may also be

invested and reinvested at the written direction of the Borrower in Governmental ObligationsObligation

maturing in the amountsamount and at the timestime as hereinbefore set forth and all income from all

Governmental ObligationsObligation in the handshand of the Trustee pursuant to thisthi Section 11.2 which is not

required for the payment of principal of the BondsBond and interest and premium if any thereon with

respect to which such moneysmoney 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 moneysmoney deposited in the

Bond Fund

Notwithstanding any provision of any other Article of thisthi Indenture which may be

contrary to the provisionsprovision of thisthi Section 11.2 all moneysmoney or Governmental ObligationsObligation set aside

and held in trust pursuant to the provisionsprovision of thisthi Section 11.2 for the payment of BondsBond

including premium thereon if any shall be applied to and used solely for the payment of the

particular BondsBond including the premium thereon if any with respect to which such moneysmoney or

Governmental ObligationsObligation have been so set aside in trust

Anything in Article hereof to the contrary notwithstanding if moneysmoney or Governmental

obligationsobligation have been deposited or set aside with the Trustee pursuant to thisthi Section 11.2 for the

payment of BondsBond and such BondsBond shall not have in fact been actually paid in full no

amendment to the provisionsprovision of thisthi 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 BondsBond shall survive the discharge of

thisthi Indenture

Section 11.3 Cancellation of SeriesSerie 2009 BondsBond If the Owner of any SeriesSerie 2009

BondsBond presentspresent that Bond to the Trustee with an instrument satisfactory to the Trustee waiving

all claimsclaim for payment of that Bond the Trustee shall cancel that SeriesSerie 2009 Bond and the

Bondholder shall have no further claim against the Trust Estate the County or the Borrower with

respect to that SeriesSerie 2009 Bond

Section 11.4 Application of Trust Money All money or investmentsinvestment deposited with or

held by the Trustee pursuant to Section 11.1 shall be held in trust for the holdersholder of the BondsBondand applied by it in accordance with the provisionsprovision of the BondsBond and thisthi Indenture to the

payment either directly or through the Paying Agent to the personsperson 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 dbligafionsdbligafion need not be segregated from other fundsfund except

to the extent required by law

Section 11.5 ConsentsConsent etc of BondholdersBondholder Any consent request direction approval

objection or other instrument required by thisthi Indenture to be executed by the BondholdersBondholder maybe in any number of concurrent writingswriting of similar tenor and may be executed by such

BondholdersBondholder in person or by agent appointed in writing Provided however that wherever thisthi

Indenture or the Loan Agreement requiresrequire that any such consent or other action be taken by the

holdersholder of specified percentage fraction or majority of the BondsBond outstanding any such BondsBondheld by or for the account of the following personsperson shall not be deemed to be outstanding

hereunder for the purpose of determining whether such requirement has been met the Issuer

any of its membersmember the Borrower or the directorsdirector trusteestrustee officersofficer or membersmember of the Borrower

For all other purposespurpose BondsBond 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

BondsBond if made in the following manner shall be sufficient for any of the purposespurpose of thisthi

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

acknowledgmentsacknowledgment within such jurisdiction that the person signing such writing acknowledged

before him the execution thereof or by affidavit of any witnesswitnes to such execution

The fact of the holding by any person of BondsBond transferable by delivery and the

amountsamount and numbersnumber of such BondsBond and the date of the holding of the same may be proved by

certificate executed by any bank or bankersbanker 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 BondsBond therein mentioned if such certificate shall be deemed by the Trustee to

be satisfactory The Trustee may in its discretion require evidence that such BondsBond have been

deposited with bank or bankersbanker before taking any action based on such ownership In lieu of

the foregoing the Trustee may accept other proofsproof of the foregoing as it shall deem appropriate

For all purposespurpose of thisthi Indenture and of the proceedingsproceeding 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 RightsRight With the exception of rightsright herein expressly

conferred nothing expressed or mentioned in or to be implied from thisthi Indenture or the BondsBondis intended or shall be construed to give to any person other than the partiespartie hereto and the

Borrower and the holdersholder of the BondsBond any legal or equitable right remedy or claim under or in

respect to thisthi Indenture or any covenantscovenant conditionscondition and provisionsprovision herein contained thisthi

Indenture and all of the covenantscovenant conditionscondition and provisionsprovision hereof being intended to be and

being for the sole and exclusive benefit of the partiespartie hereto and the Borrower and the holdersholder of

the BondsBond as herein provided

43

Section 11.7 Severability If any provision of thisthi Indenture shall be held or deemed to

be or shall in fact be inoperative or huiºnfOrceablØ as applied in any particular case in any

jurisdiction or jurisdictionsjurisdiction or in all jurisdictionsjurisdiction or in all casescase because it conflictsconflict with any

other provision or provisionsprovision hereof or any constitution or statute or rule of public policy or for

any other reason such circumstancescircumstance 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 provisionsprovision herein contained invalid inoperative or unenforceable to any

extent whatever

The invalidity of any one or more phrasesphrase sentencessentence clausesclause or SectionsSection in thisthi Indenture

contained shall not affect the remaining portionsportion of thisthi Indenture or any part thereof

Section 11.8 NoticesNotice All noticesnotice demandsdemand certificatescertificate or other communicationscommunication

hereunder shall be sufficiently given and shall be deemed given when mailed by registered or

certified mail postage prepaid with proper addressaddres as indicated below The Issuer the

Borrower and the Trustee may by written notice given by each to the othersother designate any

addressaddres or addressesaddresse to which noticesnotice demandsdemand certificatescertificate or other communicationscommunication to them

shall be sent when required as contemplated by thisthi Indenture Until otherwise provided by the

respective partiespartie all noticesnotice demandsdemand certificatescertificate and communicationscommunication to each of them shall be

addressed as provided in Section 9.4 of the Loan Agreement

Section 11.9 CounterpartsCounterpart ThisThi Indenture may be simultaneously executed in several

counterpartscounterpart each of which shall be an original and all of which shall constitute but one and the

same instrument

Section 11.10 Applicable Law ThisThi Indenture shall be governed exclusively by the

applicable lawslaw of the State of Indiana

Section 11.11 Immunity of OfficersOfficer and DirectorsDirector No recourse shall be had for the

payment of the principal of or premium or interest on any of the BondsBond or for any claim based

thereon or upon any obligation covenant or agreement in thisthi Indenture contained against any

past present or future membersmember officer directorsdirector agentsagent attorneysattorney or employeesemployee of the Issuer

or any incorporator member officer director agentsagent attorneysattorney employeesemployee 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 membersmember officersofficer

directorsdirector agentsagent attorneysattorney employeesemployee or trusteestrustee as such is hereby expressly waived and

released as condition of and consideration for the execution of thisthi Indenture and issuance of

such BondsBond

Section 11.12 HolidaysHoliday If any date for the payment of principal or interest on the BondsBond

is not businessbusines day then such payment shall be due on the first businessbusines day thereafter

End of Article XI

44

IN WITNESSWITNES WHEREOF the City of Marion Indiana has caused these presentspresent 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 truststrust hereby created First FarmersFarmer

Bank Trust in Converse Indiana has caused these presentspresent 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 officersofficer all as of the day and year first above written

CITY OF MARION INDIANA

By___SEAL

Attest

Clerk

45

FIRST FARMERSFARMER BANK TRUST as

Trustee

Printed Signature

46

EXHIBIT

DESCRIPTION OF PROJECT

The Project consistsconsist of renovating the former YMCA building in the City of Marion

including site development for recreational retail and temporary living usesuse 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

COSTSCOST OF ISSUANCE

BarnesBarne Thornburg LLPBond Counsel $35000.00

Spitzer Herrimen Stephenson Holderead

Musser Conner LLPIssuersLLPIssuer Counsel 10000.00

Kiley Harker CertainEDC Counsel 10000.00

London Witte GroupFinancial Advisor 25000.00

First FarmersFarmer Bank TrustBond Purchaser 25000.00

First FarmersFarmer 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 SERIESSERIE 2009

GLOBAL INVESTMENT CONSULTING INC PROJECT

INTEREST MATURITY ORIGINAL AUTHENTICATION

RATE DATESDATE DATE DATE

As set forth in As set forth on December 17 2009 December 17 2009

Exhibit Exhibit

REGISTERED OWNER FIRST FARMERSFARMER BANK TRUST

PRINCIPAL AMOUNT TWO MILLION FIVE HUNDRED THOUSAND DOLLARSDOLLAR $2500000

The City of Marion Indiana Issuer municipal corporation duly organized and existing under the lawslaw

of the State of Indiana for value received hereby promisespromise to pay in lawful money of the United StatesState of America

to the Registered Owner listed above but solely from the issuance of City of Marion Indiana Taxable Economic

Development Revenue BondsBond as well as the paymentspayment on the SeriesSerie 2009 Note and TIF RevenuesRevenue hereinafter

referred to assigned for the payment hereof the Principal Amount set forth above on the Maturity DatesDate set forth in

Exhibit hereto unlessunles thisthi SeriesSerie 2009 Bond shall have previously been called for redemption and payment of the

redemption price made or provided for or unlessunles paymentspayment 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 paymentspayment at the Interest

Rate specified in Exhibit per annum payable on February 2010 and on each February and August thereafter

Interest Payment DatesDate until the Principal Amount is paid in full Interest on thisthi SeriesSerie 2009 Bond shall be

payable from the Interest Payment Date next preceding the date of authentication thereof Interest Date except

that if thisthi SeriesSerie 2009 Bond is authenticated on or prior to January 15 2010 the Interest Date shall be the

Original Issue Date specified above ii if thisthi SeriesSerie 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 thisthi SeriesSerie 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 thisthi SeriesSerie 2009 Bond are payable at the office of First FarmersFarmer 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 fundsfund on the payment date

All paymentspayment of interest hereon will be made by the Trustee by check mailed one businessbusines day prior to each Interest

Payment Date to the Registered Owner hereof at the addressaddres shown on the registration booksbook 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 fundsfund on the Interest Payment Date

If the payment date occursoccur on date when financial institutionsinstitution are not open for businessbusines the wire transfer shall be

made on the next succeeding businessbusines day The Trustee shall wire transfer paymentspayment by 100 p.m New York City

time so such paymentspayment are received at the depository by 230 p.m New York City time

ThisThi SeriesSerie 2009 Bond is the only one of the IssuersIssuer Taxable Economic Development Revenue BondsBondSeriesSerie 2009 Global Investment Consulting Inc Project hereinbefore and hereinafter the SeriesSerie 2009 BondsBond

UNITED STATESSTATE OF AMERICA

5C$

which are being issued under the hereinafter described Indenture in the aggregate principal amount of $2500000

The SeriesSerie 2009 BondsBond are being issued for the purpose of providing fundsfund 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 fundsfund to the Borrower

pursuant to the Loan Agreement dated as of December 2009 Loan Agreement between the Borrower and the

Issuer which prescribesprescribe the termsterm and conditionscondition under which the Borrower shall repay such loan and pursuant to

which the Borrower will execute and deliver to the Issuer its Note SeriesSerie 2009 SeriesSerie 2009 Note in principal

amount equal to the principal amount of such SeriesSerie 2009 BondsBond in order to evidence such loan

The SeriesSerie 2009 BondsBond 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 FarmersFarmer Bank Trust as

Trustee the term Trustee where used herein referring to the Trustee or its successorssuccessor pursuant to which

Indenture the TIF RevenuesRevenue as defined in the Indenture and the SeriesSerie 2009 Note and all rightsright of the Issuer under

the Loan Agreement except certain rightsright to payment for expensesexpense indemnity rightsright and rightsright to perform certain

discretionary actsact as set forth in the Loan Agreement are pledged and assigned by the Issuer to the Trustee as

security for the SeriesSerie 2009 BondsBond THE OWNER OF THISTHI BOND BY ACCEPTANCE OF THISTHI SERIESSERIE 2009

BOND HEREBY AGREESAGREE TO ALL OF THE TERMSTERM AND PROVISIONSPROVISION IN THE INDENTURE AND THISTHI

SERIESSERIE 2009 BOND AND ACKNOWLEDGESACKNOWLEDGE THAT

It is an institutional accredited investor as defined in Rule SOlal or under the

SecuritiesSecuritie Act of 1933 as amended 1933 Act purchasing bondsbond for its own account or for the account of

another such institutional accredited investor and it is acquiring the SeriesSerie 2009 BondsBond for investment purposespurpose

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 businessbusines mattersmatter as to be capable of evaluating the meritsmerit and risk

of its investment in the SeriesSerie 2009 BondsBond and invest in or purchase securitiessecuritie similar to the SeriesSerie 2009 BondsBond in

the normal course of its businessbusines and it and any investor accountsaccount for which it is acting are able to bear the

economic risk of their or its investment for an indefinite period of time It confirmsconfirm that neither the Issuer nor any

person acting on its behalf has offered to sell the SeriesSerie 2009 BondsBond by and that it has not been made aware of the

offering of the SeriesSerie 2009 BondsBond 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 SeriesSerie 2009 BondsBond and the TIF RevenuesRevenue as defined in the Indenture as it deemsdeem to

be necessary in connection with investment in the SeriesSerie 2009 BondsBond It has received read and commented upon

copiescopie of the Indenture and the Loan Agreement Prior to the purchase of the SeriesSerie 2009 BondsBond it has been

provided with the opportunity to ask questionsquestion of and receive answersanswer from the representativesrepresentative of the Issuer and the

Borrower concerning the termsterm and conditionscondition of the SeriesSerie 2009 BondsBond the tax statusstatu of the SeriesSerie 2009 BondsBond

legal opinionsopinion and enforceability of remediesremedie 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 possessposses such information or can acquire it without unreasonable effort or expenseIt is not relying

on BarnesBarne Thoniburg LLP or London Witte Group for information concerning the financial statusstatu of the Issuer

and the Borrower or the ability of the Issuer and the Borrower to honor their respective financial obligationsobligation or other

covenantscovenant under the SeriesSerie 2009 BondsBond the Indenture or the Loan Agreement It understandsunderstand that the projection of

TIE RevenuesRevenue prepared in connection with the issuance of the SeriesSerie 2009 BondsBond has been based on estimatesestimate of the

investment in real property provided by the Borrower

It is acquiring the SeriesSerie 2009 BondsBond for its own account with no present intent to resell and will

not sell convey pledge or otherwise transfer the SeriesSerie 2009 BondsBond to an entity that is not an accredited investor

without prior compliance with applicable registration and disclosure requirementsrequirement of state and federal securitiessecuritie

lawslaw

It understandsunderstand that the SeriesSerie 2009 BondsBond have not been registered under the 1933 Act and unlessunles

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 SeriesSerie 2009 BondsBond only if the Trustee shall

first have received satisfactory opinion of counsel that the sale or transfer will not violate the 1933 Act the

SecuritiesSecuritie Exchange Act of 1934 and the Investment Company Act of 1940 and regulationsregulation issued pursuant to such

ActsAct or ii no-action letter of the staff of the SecuritiesSecuritie 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 believesbelieve

that the transferee is Qualified Institutional Buyer within the meaning of Section of Rule 144A Rule

144A promulgated by the SecuritiesSecuritie and Exchange Commission pursuant to the 1933 Act and has informed the

transferee of the transfer restrictionsrestriction applicable to the SeriesSerie 2009 BondsBond and that the transferor may be relying upon

Rule 144A with respect to the transfer of the SeriesSerie 2009 BondsBond

It understandsunderstand that the sale or transfer of the SeriesSerie 2009 BondsBond in principal amountsamount lessles than

$100000 is prohibited other than through primary offering

It has investigated the security for the SeriesSerie 2009 BondsBond including the availability of TIF

RevenuesRevenue to its satisfaction and it understandsunderstand that the SeriesSerie 2009 BondsBond are payable from the issuance of City of

Marion Indiana Taxable Economic Development Revenue BondsBond as well as loan repaymentsrepayment from the Borrower

under the Loan Agreement and Note offset by available hF RevenuesRevenue It further understandsunderstand that the Issuer doesdoe

not have the power or the authority to levy tax to paythe principal of or interest on the SeriesSerie 2009 BondsBond

It understandsunderstand that interest on the SeriesSerie 2009 BondsBond is taxable for federal income tax purposespurpose

The SeriesSerie 2009 BondsBond are issuable in registered form without couponscoupon in the denominationsdenomination of 5100000

and any $5000 integral multiplesmultiple thereafter The sale or transfer of thisthi SeriesSerie 2009 Bond in principal amountsamount of

lessles than $100000 is prohibited other than through primary offering ThisThi SeriesSerie 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 limitationslimitation and upon payment of the chargescharge provided in the Indenture and

upon surrender and cancellation of thisthi SeriesSerie 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 purposespurpose and neither the Issuer nor the Trustee nor the Paying

Agent shall be affected by any notice to the contrary

The SeriesSerie 2009 BondsBond shall be subject to redemption prior to maturity at the option of the Issuer on any

date upon fifteen 15 daysday notice in whole or in part in such order of maturity as the Issuer shall direct and by lot

within maturitiesmaturitie on any date from any moneysmoney made available for that purpose at face value plusplu in each case

accrued interest to the date fixed for redemption and with the following premiumspremium

3% if redeemed on or before February 12011

2% if redeemed between February 2011

and February 120121% if redeemed between February 2012

and February 12013

0% if redeemed on or after February 22013

All SeriesSerie 2009 BondsBond so called for redemption will cease to bear interest on the specified redemption date

provided bindsbind 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 provisionsprovision of the Indenture

ThisThi SeriesSerie 2009 Bond is transferable by the Registered Owner hereof at the principal corporate trust office

of the Trustee upon surrender and cancellation of thisthi SeriesSerie 2009 Bond and on presentation of duly executed

written instrument of transfer and thereupon new SeriesSerie 2009 Bond or SeriesSerie 2009 BondsBond of the same aggregate

principal amount and maturity and in authorized denominationsdenomination will be issued to the transferee or transfereestransferee in

exchange therefor

The SeriesSerie 2009 BondsBond and the interest payable thereon do not and shall not represent or constitute

debt of the Issuer within the meaning of the provisionsprovision of the constitution or statutesstatute of the State of Indiana

or pledge of the faith and credit of the Issuer The SeriesSerie 2009 BondsBond 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 fundsfund and accountsaccount held under the Indenture the TIF RevenuesRevenue and paymentspayment to be made on the SeriesSerie

2009 Note issued under the Loan Agreement pledgedand 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 thisthi SeriesSerie 2009 Bond The SeriesSerie 2009 BondsBond do not grantthe ownersowner or

holdersholder 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 taxestaxe or appropriate any fundsfund for the

payment of the principal of premium if any or interest on the SeriesSerie 2009 BondsBond No covenant or agreement

contained in the SeriesSerie 2009 BondsBond 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 SeriesSerie 2009 BondsBond shall be liable personally on the

SeriesSerie 2009 BondsBond or be subject to any personal liability or accountability by reason of the issuance of the

SeriesSerie 2009 BondsBond

The holder of thisthi SeriesSerie 2009 Bond shall have no right to enforce the provisionsprovision of the Indenture or to

institute action to enforce the covenantscovenant 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 proceedingsproceeding with respect thereto except as provided

in the Indenture In certain eventsevent on the conditionscondition in the manner and with the effect et forth in the Indenture the

principal of all the BondsBond 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 ModificationsModification or alterationsalteration of the

Indenture or of any supplementssupplement thereto may be made to the extent and in the circumstancescircumstance permitted by the

Indenture The IssuersIssuer obligation to payTIF RevenuesRevenue shall not be subject to acceleration

It is hereby certified that all conditionscondition actsact and thingsthing required to exist happen and be performed under

the lawslaw of the State of Indiana and under the Indenture precedent to and in the issuance of thisthi SeriesSerie 2009 Bond

exist have happened and have been performed and that the issuance authentication and delivery of thisthi SeriesSerie 2009

Bond have been duly authorized by the Issuer

ThisThi SeriesSerie 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 WITNESSWITNES WHEREOF the City of Marion Indiana in Grant County has caused thisthi SeriesSerie 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 4OflAkFirst Deputy Clerk

CITY OF MARION IND1ANA

CERTIFICATE OF AUTHENTICATION

ThisThi SeriesSerie 2009 Bond is one of the SeriesSerie 2009 BondsBond described in the within mentioned Trust Indenture

FIRST FARMERSFARMER BANK TRUST TrusTru

By4Authotized Officer

ASSIGNMENT

FOR VALUE RECEIVED the underigned hØrØby sellssell assignsassign and transferstransfer unto

______________________________Please Print or Typewrite Name and AddressAddres the within SeriesSerie 2009 Bond and

all rightsright title and interest thereon and hereby irrevocably constitutesconstitute and appointsappoint

______________________________ attorney to transfer the within SeriesSerie 2009 Bond on the booksbook kept for

registration thereoL with full power of substitution in the premisespremise

Dated______________

Signature Guaranteed

NOTICE SignaturesSignature must be guaranteed by an

eligible guarantor institution participating in

SecuritiesSecuritie Transfer Association recognized

signature guarantee program

NOTICE The signature of thisthi assignment must

correspond with the name of the registered owner as it

appearsappear upon the face of the within SeriesSerie 2009 Bond

in every particular without alteration or enlargement

or any change whatever

The following abbreviationsabbreviation when used in the inscription on the face of thisthi certificate shall be construed

as though they were written out in full according to applicable lawslaw or regulationsregulation

TEN COM

TEN ENT

JT TEN

EJNIF TRANSTRANMIN ACT

as tenantstenant in common

as tenantstenant by the entiretiesentiretie

as joint tenantstenant with right of survivorship and not as tenantstenant in common

Cust

Custodian

Minor

under Uniform TransfersTransfer tn MinorsMinor Act of

State

Additional abbreviationsabbreviation may also be used though not in the above list

Exhibit

PRINCIPAL MATURITY DATESDATE AMOUNTSAMOUNT 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 thisthi SeriesSerie 2009 Bond shall be payable as followsfollow

From December 17 2009 until February 2015 the interest rate on the SeriesSerie 2009 BondsBond 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 StatesState Treasury Bill rate plusplu

375 basisbasi pointspoint 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

SeriesSerie 2009 Global Investment Consulting Inc Project

the SeriesSerie 2009 Bond

CERTIFICATE OF SECRETARY OF THEMARION ECONOMIC DEVELOPMENT COMMISSION

The undersigned hereby certifiescertifie 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 CommissionsCommission meeting held on November 2009 which resolution has not been modifiedamended 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 CommissionsCommission hearing on the financing of

economic development facilitiesfacilitie for Global Investment Consulting Inc the Borrower which

hearing was conducted on November 2009

All actionsaction taken by the Commission at the meeting referred to in paragraphabove occurred at meeting open to the public notice of which complied in all respectsrespect with

Indiana Code 5-14-1.5 and 5-3-1-2 and to the extent applicable Indiana Code 36-7-11.9 and 12no such actionsaction 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 CommissionsCommission Report

concerning the proposed financing of economic development facilitiesfacilitie 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 personsperson are the duly appointed membersmember 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 proceedingsproceeding had by the Commission in

connection with the issuance by the City of Marion Indiana the City of the SeriesSerie 2009

Bond the existence of the Commission or the right or title of the membersmember of the Commission to

their respective officesoffice

The resolution adopted November 2009 and identified in paragraph above

approved the following formsform of the Financing AgreementsAgreement which were transmitted to the

Common Council of the City as required by such resolution an ordinance with respect to the

SeriesSerie 2009 Bond adopted by the Common Council of the City on November 2009 the

Ordinance ii Trust Indenture between the City and First FarmersFarmer Bank Trust as

Trustee dated as of December 2009 the Indenture iii the SeriesSerie 2009 Bond and ivLoan Agreement between the City and the Borrower dated as of December 2009 the LoanAgreement the Ordinance the Indenture the SeriesSerie 2009 Bond and the Loan Agreement

collectively the Financing AgreementsAgreement The Financing AgreementsAgreement are substantially

identical to the formsform 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 publisherspublisher 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 AgreementsAgreement or other contract madeunder the provisionsprovision of Indiana Code 6-7-12 the Act

The Commission agreesagree to comply with Section 36 of the Act and to file annual

reportsreport with the Common Council and the Director of the Indiana Economic DevelopmentCorporation on formsform prescribed by such corporation

Any certificate signed by an officer of the Commission shall be deemed

representation and warranty by the Commission to the holdersholder of the SeriesSerie 2009 Bond as to the

statementsstatement made therein

IN WITNESSWITNES WHEREOF have hereunto set my hand thisthi 17th day of December 2009

Christopher Oliver Secretary

Marion Economic Development Commission

INDSO BOB 165203v1

REPORT OF THE CITY OF MARiONECONOMIC DEVELOPMENT COMMISSION CONCERNING

THE PROPOSED FINANCING OF ECONOMIC DEVELOPMENTFACILITIESFACILITIE FOR GLOBAL MANUFACTURING GROUP INC

The City of Marion Economic Development Commission the Commissiont proposesproposeto recommend to the Common Council of the City of Marion indiana the City that it loan

the proceedsproceed of certain economic development revenue bondsbond to Global Manufacturing GroupInc or an affiliate thereof the Applicant for the financing of certain economic development

facilitiesfacilitie in the City

In connection therewith the Commission hereby reportsreport as followsfollow

The proposed economic development facilitiesfacilitie consist of the renovation of

the former YMCA building in the City including site development for recreational

retail and temporary living usesuse 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 estimatesestimate that no public workswork or servicesservice including

public waysway schoolsschool water sewer street lightslight and fire protection will be made

necessary or desirable by the Project because any such workswork or servicesservice already exist or

will be provided by the Applicant or other partiespartie

The Commission estimatesestimate that the total costscost of financing the Project will

he approximately $2500000

The Commission estimatesestimate that the Project and the FacilitiesFacilitie will create

approximately 80-90 jobsjob with an annual payroll of approximately $1200000-

$2000000

The Commission findsfind that the Project will not have material adverse

competitive effect on similar facilitiesfacilitie already constructed or operating in the City

Adopted thisthi 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 AUTHORIZINGCERTAIN ACTIONSACTION AND PROCEEDINGSPROCEEDING WITH RESPECT TO

CERTAIN PROPOSED ECONOMIC DEVELOPMENT REVENUE BONDSBOND

WHEREASWHEREA 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 bondsbond for the financing of economic

development facilitiesfacilitie and loan the proceedsproceed of the revenue bond issue to another entity to

finance or refinance the acquisition construction renovation installation and equipping of said

facilitiesfacilitie

WHEREASWHEREA Global Manufacturing Group Inc or an affiliate thereof the Borrowerdesiresdesire to finance all or portion of the costscost of renovating the former YMCA building in the

City including site development for recreational retail and temporary living usesuse 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

WHEREASWHEREA the Borrower has advised the City of Marion Economic DevelopmentCommission the Commission and the City that it proposespropose that the City issue its Taxable

Economic Development Revenue BondsBond Global Manufacturing Group Project in one or moreseriesserie with an appropriate seriesserie designation for each seriesserie in an aggregate principal amountnot to exceed Two Million Five Hundred Thousand DollarsDollar $2500000 the BondsBond under

the Act and loan the proceedsproceed of such BondsBond to the Borrower for the purpose of financing the

Project

WHEREASWHEREA 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 citizenscitizen

WHEREASWHEREA the completion of the Project resultsresult in the diversification of industry the

creation of approximately 80-90 new jobsjob and the creation and retention of businessbusines

opportunitiesopportunitie in the City

WHEREASWHEREA pursuant to IC 36-7-12-24 the Commission published notice of public

hearing the Public Hearing on the proposed issuance of the BondsBond to finance the Project and

WHEREASWHEREA on the date hereof the Commission held the public hearing on the Project

NOW THEREFORE BE IT RESOLVED BY THE CITY OF MARION ECONOMICDEVELOPMENT COMMISSION AS FOLLOWSFOLLOW

SECTION The Commission hereby findsfind determinesdetermine ratifiesratifie and confirmsconfirm that the

diversification of industry the retention of businessbusines opportunitiesopportunitie and the retention of

opportunitiesopportunitie for gainful employment within the jurisdiction of the City is desirable servesserve

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 businessbusines opportunitiesopportunitie and the retention of opportunitiesopportunitie for gainful

employment within the jurisdiction of the City

SECTION The Commission hereby determinesdetermine that the Project will not have

material adverse competitive effect On any similar facilitiesfacilitie already constructed or operating in

or near the City

SECTION The Commission hereby approvesapprove the report with respect to the Project

presented at thisthi meeting The Secretary of thisthi Commission shall submit suchreport to the

executive director or chairman of the plan commission of the City

SECTION The Commission findsfind determinesdetermine ratifiesratifie and confirmsconfirm that the issuance

and sale of the BondsBond in an amount not to exceed Two Million Five Hundred Thousand DollarsDollar

$2500000 and the loan of the proceedsproceed of the BondsBond 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

purposespurpose 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 BondsBond in an

amount not to exceed Two Million Five Hundred Thousand DollarsDollar $2500000 is hereby

approved

SECTION The Commission hereby approvesapprove the termsterm of the following documentsdocument in

the form presented at thisthi meeting form of Loan Agreement between the City and the

Borrower including form of Note relating to the BondsBond ii form of Trust Indenture with

respect to the BondsBond 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 agreementsagreement documentsdocument and

instrumentsinstrument perform any and all actsact approve any and all mattersmatter and do any and all other

thingsthing deemed by him to be necessary or desirable in order to carry out and comply with the

intent conditionscondition and purposespurpose of thisthi resolution including the preamblespreamble hereto and the

documentsdocument mentioned herein the Project and the issuance and sale of the BondsBond and any such

execution performance approval or doing of other thingsthing heretofore effected be and hereby is

ratified and approved

SECTION The Secretary of thisthi Commission shall transmit thisthi resolution together

with the formsform of the documentsdocument approved by thisthi resolution to the Common Council of the

City

SECTION ThisThi resolution shall be in full force and effect upon adoption

Adopted thisthi 3rd day of November 2009

INDSO BUD 1158840v1

CITY OF MARION ECONOMICDEVELOPMENT COMMISSION

Member

NOTICE OF MEETINGCITY 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 SANDWICHESSANDWICHE 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

ThisThi notice is given pursuant to the provisionsprovision 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 thisthi 27th day of October 2009

Is ChrisChri Oliver

ChrisChri Oliver Secretary

ThomasThoma Hunt Atty 7890-2

KILEY HARKER CERTAIN300 West Third Street

Box 899____________

Marion IN 46952-0899

Telephone 765-664-9041hibit

Fax 765-664-8119

REPORT OF THE CITY OF MARIONECONOMIC DEVELOPMENT COMMISSION CONCERNING

THE PROPOSED FINANCING OF ECONOMIC DEVELOPMENTFACILITIESFACILITIE FOR GLOBAL MANUFACTURING GROUP INC

The City of Marion Economic Development Commission the Commission proposespropose

to recommend to the Common Council of the City of Marion Indiana the City that it loan

the proceedsproceed of certain economic development revenue bondsbond to Global Manufacturing Group

Inc or an affiliate thereof the Applicant for the financing of certain economic development

facilitiesfacilitie in the City

In connection therewith the Commission hereby reportsreport as followsfollow

The proposed economic development facilitiesfacilitie consist of the renovation of

the former YMCA building in the City including site development for recreational

retail and temporary living usesuse 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 estimatesestimate that no public workswork or servicesservice including

public waysway schoolsschool water sewer street lightslight and fire protection will be made

necessary or desirable by the Project because any such workswork or servicesservice already exist or

will be provided by the Applicant or other partiespartie

The Commission estimatesestimate that the total costscost of financing the Project will

be approximately $2500000

The Commission estimatesestimate that the Project and the FacilitiesFacilitie will create

approximately 80-90 jobsjob with an annual payroll of approximately $1200000-

$2000000

The Commission findsfind that the Project will not have material adverse

competitive effect on similar facilitiesfacilitie already constructed or operating in the City

Adopted thisthi day of November 2009

Secretary City of Marion

Economic Development Commission

President City Mario

Economic Development Commission

NDSOl BDD 158846v1

Exhibit

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Chronicle Tribune 10/20/09

610 AdamsAdam Street

Marion IN 46953

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AddressAddres BOX 899

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IiNOTICE OF PUBLIC HEARING OF THE CITY OF MARION

ECONOMIC DEVELOPMENT COMMISSIONNotice is hereby given that the City of Marion Economic Development

Commission will hold public hearing at 500 pm local time on TuesdayNovember 2009 at the Marion Municipal Building 3018 Branson StMarion Indiana conceming the proposed issuance by the City of Marion

Indiana Ithe City of its Taxable Economic Development Revenue BondsBondGlobal Manufacturing Group Projecti in an aggregate principal amount

not to exceed Two Million Five Hundred Thousand DollarsDollar l$2500000l

Ithe BondsBond The City will lend portion of the proceedsproceed of the BondsBond to

Global Manufacturing Group Inc or an affiliate thereof the Borrowerto finance all or portion of the costscost of renovating the former YMCAbuilding inthe City including site development for recreational retail and

temporary living usesuse 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 BondsBond will not be an indebtednessindebtednes or general obligation of the City

and will not be payable in any manner by the taxing power of the City The

BondsBond and the interest payable thereon will be payable solely from the

repayment of the loan by the Borrower and from certain other revenuesrevenueand propertiespropertie including cerlain tax increment revenuesrevenue derived from

the Area as described in the agreementsagreement of the City conceming the

financing of the economic development facilitiesfacilitie and paymentspayment to the

City with respect to the financing

At the time and place fixed for the public hearing all taxpayerstaxpayer resi

dentsdent or interested personsperson will be given an opportunity to expressexpres their

viewsview for or against the proposed financing inwriting or in person

Dated thisthi 20th day of October 2009CITY OF MARION ECONOMIC

DEVELOPMENT COMMISSION

oo

October 23 2009

$2500000

City of Marion Indiana

Taxable Economic Development Revenue Bond

SeriesSerie 2009 Global Investment Consulting Inc Project

the SeriesSerie 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 personsperson have been duly appointed to and are membersmember 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

minutesminute 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 actionsaction described in paragraphsparagraph and hereof were taken by the

Council at meetingsmeeting open to the public notice of which complied in all respectsrespect 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 copiescopie of the financing agreementsagreement 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 proceedingsproceeding prepared in connection with the issuance by the

City of the SeriesSerie 2009 Bond delivered to First FarmersFarmer Bank Trust as trustee the

Trustee containscontain true correct and complete copiescopie 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 formsform approved and authorized by the City pursuant to the

Ordinance

TN WITNESSWITNES WHEREOF have hereunto set my hand on thisthi 17th day of December

2009

thDebra 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 INDUEXPANSION

WHEREASWHEREA the City of Marion Indiana is desirousdesirou of inGreaetng th emp1o

opportunitiesopportunitie and diversification of iudustty to improve the prosperity econoo

stbility ad gŁiir welfare of the community and

WflEREASWflEREA the General A88eT1y of the State of Indiana enacted the Muntci

oOnOmtC Development Aot L965 BurnsBurn L18..8703 throu 6_8725 and

WHEREASWHEREA 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 dutiesdutie and powerspower as set forth in ss

flunicipa Economic Development Act of 1965 and

WHEREASWHEREA any tndebteOnesstndebteOnes would be in the form of Revenue BondsBond which woul

he obligation solely and only from the revenuesrevenue derived from industrial facfl.i

which would not affect the borrowing power of the Civil City of Marion IndiansIndian

NOW THEREFORE BE IT ORDAINED by the Common Council of the City of MartOsMartO

Indiana as fo1lowsfo1low

SECTION

That there is hereby created the MARION ECONOMIC DEVELOPMENT COMMISSIC

carry out the provisionsprovision of thisthi Ordinance in accordance with the aforesaid 196

That the membersmember of said Commission shall be appointed and shall perf

dutiesdutie and exercise the powerspower all as set forth in the aforesaid Munictpal Econ

SECTION II

That thisthi 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 thisthi rd

larch 1970

GENERAL ORDINANCE NO 1Q197O

Dee1oprnent Act of 1965

GENERAL ORDINANCE NO 16-2009

AN ORDINANCE AUTHORIZING THE ISSUANCE OF THECITY OF MARION INDIANA TAXABLE ECONOMICDEVELOPMENT REVENUE BONDSBOND GLOBALMANUFACTURING GROUP PROJECT AND THE LENDINGOF THE PROCEEDSPROCEED THEREOF TO GLOBALMANUFACTURING GROUP INC AND AUTHORIZING ANDAPPROVING OTHER ACTIONSACTION IN RESPECT THERETO

WHEREASWHEREA 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 thisthi ordinance thisthi BondOrdinance and to carry out its provisionsprovision

WHEREASWHEREA Global Manufacturing Group Inc or an affiliate thereof the Borrowerdesiresdesire to finance all or portion of the costscost of renovating the former YMCA building in the

City including site development for recreational retail and temporary living usesuse 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

WHEREASWHEREA the Borrower has advised the City of Marion Economic DevelopmentCommission the Commission and the City that it proposespropose that the City issue its Taxable

Economic Development Revenue BondsBond Global Manufacturing Group Project in one or moreseriesserie with an appropriate seriesserie designation for each seriesserie in an aggregate principal amount

not to exceed Two Million Five Hundred Thousand DollarsDollar $2500000 the BondsBond under

the Act and loan the proceedsproceed of such BondsBond to the Borrower for the purpose of financing the

Project

WHEREASWHEREA the completion of the Project resultsresult in the diversification of industry the

creation ofjobsofjob and the creation of businessbusines opportunitiesopportunitie in the City

WHEREASWHEREA pursuant to I.C 6-7-12-24 the Commission published notice of public

hearing the Public Hearing on theproposed issuance of the BondsBond to finance the Project

WHEREASWHEREA on November 2009 the Commission held the Public Hearing on the

Project and

WHEREASWHEREA the Commission has performed all actionsaction required of it by the Act

preliminary to the adoption of thisthi Bond Ordinance and has approved and forwarded to the

Common Council the formsform of Loan Agreement between the City and the Borrower

including form of Note relating to the BondsBond the Loan Agreement Trust indenture

with respect to the BondsBond between the City and trustee to be sehicted the Indenture the

BondsBond and thisthi Bond Ordinance the Loan Agreement the Indenture the BondsBond and thisthi

Bond Ordinance collectively the Financing AgreementsAgreement

NOW THEREFORE BE IT ORDAINED BY THE COMMON COUNCIL OF THECTY OF MARION INDIANA THAT

Section FindingsFinding Public BenefitsBenefit The Common Council hereby findsfind and

determinesdetermine that the Project involvesinvolve .the acquisition construction and equipping of an

economic development facility as that phrase is used in the Act that the Project will

increase employment opportunitiesopportunitie and increase diversification of economic developmentin 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 industriesindustrie in the City that the public benefitsbenefit to be

accomplished by thisthi Bond Ordinance in tending to overcome insufficient employment

opportunitiesopportunitie and insufficient diversification of industry are greater than the cost of

public servicesservice 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 BondsBond under the

Act will be of benefit to the health and general welfare of the City and ii compliescompliewith the Act

Section Approval of Financing The proposed financing of the Project by

the issuance of the BondsBond under the Act in the form that such financing was approved bythe Commission is hereby approved

Section Authorization of the BondsBond The issuance of the BondsBond payable

solely from revenuesrevenue andreceiptsreceipt derived from the Financing AgreementsAgreement is hereby

authorized

Section TermsTerm of the BondsBond The BondsBond in the aggregate principal

amount not to exceed Two Million Five Hundred Thousand DollarsDollar $2500000 shall

be executed at or prior to the closing date by the manual or facsimile signaturessignature of the

Mayor and the Clerk of the City ii be dated as of the date of their delivery iiimature

on date not later than twenty-five 25 yearsyear after the date of issuance iv bear interest

at such ratesrate as determined through negotiation with the purchaser thereof with such

interest payable as provided in the Financing AgreementsAgreement be issuable in such

denominationsdenomination as set forth in the Financing AgreementsAgreement 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 StatesState 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 AgreementsAgreement xi be issued in one or more seriesserie and xii contain such other

termsterm and provisionsprovision as may be provided in the Financing AgreementsAgreement

The BondsBond and the interest thereon do not and shall never constitute an

indebtednessindebtednes of or charge against the general credit or taxing power of the City but

shall be special and limited obligationsobligation of the City payable solely from revenuesrevenue and

other amountsamount derived from the Financing AgreementsAgreement FormsForm of the Financing

AgreementsAgreement are before thisthi meeting and are by thisthi reference incorporated in thisthi 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 minutesminute of the Common Council and to keep them on file

Section Sale of the BondsBond The Mayor and the Clerk of the City are herebyauthorized and directed in the name and on behalf of the City to sell the BondsBond to

purchaser or purchaserspurchaser selected by such officersofficer at such pricesprice and on such termsterm as maybe determined at the time of sale

Section Execution and Delivery of Financing AgreementsAgreement For each seriesserie

of the BondsBond 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 BondsBondsubmitted to the Common Council which are hereby approved in all respectsrespect

Section ChangesChange in Financing AgreementsAgreement 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 changeschange in the

Financing AgreementsAgreement 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 themare hereby authorized and directed in the name and on behalf of the City to execute or

endorse any and all agreementsagreement documentsdocument and instrumentsinstrument perform any and all actsactapprove any and all mattersmatter and dO any and all other thingsthing deemed by them or either of

them to be necessary or desirable in order to carry out and comply with the intent

conditionscondition and purposespurpose of thisthi Bond Ordinance including the preamblespreamble hereto and the

documentsdocument mentioned herein the Project the issuance and sale of the BondsBond and the

securing of the BondsBond under the Financing AgreementsAgreement and any such execution

endorsement performance or doing of other thingsthing heretofore effected be and hereby is

ratified and approved

Section Binding Effect The provisionsprovision of thisthi Bond Ordinance and the

Financing AgreementsAgreement shall constitute binding contract between the City and the

holdersholder of the BondsBond and after issuance of the BondsBond thisthi Bond Ordinance shall not be

repealed or amended in any respect which would adversely affect the rightsright of the holdersholder

of the BondsBond as long as the BondsBond or interest thereon remainsremain unpaid

Section 10 Repeal All ordinancesordinance or partspart of ordinancesordinance in conflict herewith

are hereby repealed

Section 11 Effective Date ThisThi Bond Ordinance shall be in full force and

effect immediately upon adoption and compliance with I.C 36-4-6-14

Section 12 CopiesCopie of Financing AgreementsAgreement on File Two copiescopie of the

Financing AgreementsAgreement incorporated into thisthi 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 thisthi_____ day of 2009 by the Common Council of

the City of Marion Indiana

COMMON COUNCILCITY OF MARION INDJANA

ATTESTPresiding 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 thisthi -I day of tSov 2009 at

ThisThi 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 thisthi day of

fVov 2009 at io oclock a.m

IJ4DSOI BDU 1158558v1

Mpdof the City off3ónIndiana

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 ChambersChamber City Hall

On the call of the roll the following membersmember were shown to be absent or present as followsfollow

Present Miller Batchelor NevelsNevel Homer Wright Smith Luzadder and Brunner

Absent French

The minutesminute of the previouspreviou regular meeting of October 20 2009 were presented On motion by NevelsNevel 2nd by

Batchelor the minutesminute were approved as presented by the following vote Aye Miller Batchelor NevelsNevel HomerSmith Luzadder and Brunner Nay None Abstain Wright

COMMITTEE REPORTSREPORT Councilman Steve Wright reported that the Ordinance Committee meeting happenedbefore the meeting thisthi evening They did have laboriouslaboriou if you will meeting with the Utility Board membersmember and

the UtilitiesUtilitie They have decided to pull General Ordinance No 15-2009 off tonightstonight 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 BUSINESSBUSINES

RESOLUTION NO 21A-2009

The City Clerk read Resolution No 21A-2009 by title only Confinnatory Resolution of the City Council of MarionIndiana declaring economic revitalization area for property tax deductionsdeduction on real estate for Gas City SandwichesSandwiche LLCfor property located at 1610 Kern Road Marion Indiana Tom Hunt told the Council he representsrepresent the City of

Marion Economic Development Commission and they met at 500 pm tonight to consider two mattersmatter 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 deductionsdeduction with regard to new proposed sandwich shop by Gas City SandwichesSandwiche LLC The principalsprincipal

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 JohnsJohn sandwich shop Now initially they believe theyll create six new jobsjob and 20 full-time jobsjob with total

payroll of about $200000 The construction cost will probably be right around $400000 The Economic DevelopmentCommission 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 thisthi area as an Economic Development Target

Area Tax abatement has been requested for period of 10 yearsyear by Gas City Sandwich ShopsShop Mr Reese is here

tonight to speak further to thisthi issue If they have any questionsquestion about it hed be glad to try to answer those as would

Mr Reese Hunt said Council President Jim Brunner asked any questionsquestion for Mr Hunt There was no response from

the Council Councilman Alan Miller stated before he makesmake motion he might make note that the groundbreakinghe believesbelieve for the restaurant is Monday at 1130 a.m correct Director of Development ServicesService Darren Reese

replied that it is Motion was then made by Miller 2d by NevelsNevel to approve Resolution No 21A-2009 and carried bythe following vote Aye Miller Batchelor NevelsNevel Homer Wright Smith Luzadder and Brunner Nay None

NEW BUSINESSBUSINES

GENERAL ORDINANCE NO 15-2009 1ST READINGAn Ordinance amending General Ordinance No 36-1998 and all other ordinancesordinance in conflict herewith fixing newschedule of ratesrate and chargescharge to be collected by the City of Marion Indiana from usersuser and ownersowner of property served

by the Wastewater Utility of said city and other mattersmatter connected therewith ThisThi item of businessbusines was withdrawn

from tonightstonight agenda see under Committee ReportsReport

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 bondsbond Global Manufacturing Group Project and the

lending of the proceedsproceed thereof to Global Manufacturing Group Inc and authorizing and approving other actionsaction in

respect thereto Bruce Donaldson from BarnesBarne Thornburg told the Council thisthi is request by development group

called Global Manufacturing for $2500000 bond issue Its an economic development revenue bond that the

proceedsproceed of which would be applied to the renovation of the downtown YMCA facility With their permission in

few minutesminute hell ask Darren Reese to come up and explain the project little bit more From bonding perspective

thisthi is very similar to the many economic development revenue bondsbond that theyve brought before them in the last few

yearsyear where there are new jobsjob being created which is one of the purposespurpose of the economic development act The

Economic Development Commission as Judge Hunt indicated met earlier today They conducted public hearing on

thisthi project There were no commentscomment from the public but the Economic Development Commission unanimously

approved resolution to recommend approval to the Council They also adopted report that indicatesindicate that thisthi project

would create an estimated 80 to 90 new jobsjob with an annual payroll in the range of $1200000 to $200Q000 and

again Darren can fill them in little bit more on the detailsdetail of what typestype of businessesbusinesse theyre talking about locating

there ThisThi bond would be non-recourse if you will against the city There would be no city general tax revenuesrevenue or

anything pledged to thisthi The Redevelopment Commission has pledged to use consolidated area TJF revenuesrevenue as

source of repayment for the bondsbond 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 piecespiece of thisthi Donaldson said Director of Development ServicesService for the City of

Marion Darren Reese told the Council thisthi is the project to renovate what was the old Actually will finish

development of the in some sensessense The upper floorsfloor of that facility were never actually developed So thisthi project

will bring six businessesbusinesse under that roof with at least 10 individual employeesemployee in each businessbusines wide variety from

personal servicesservice to lodging facility at that facility It also will introduce thisthi community to its very first large

international investment utilizing ultimately the Department of Homeland SecuritysSecurity ED-SED- Project bringing moneyand jobsjob from overseasoversea here He is open to any questionsquestion that they might have for thisthi The City supportssupport thisthi 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 businessesbusinesse will be located there Reese replied theresthere seriesserie of them from personal

servicesservice to lodging servicesservice PortionsPortion of the upper part of the building will be developed into boutique/hotel So

thered be spa service some dry cleaning servicesservice restaurant with dinner theater option as well as mensmenclothing store and womenswomen clothing store all in the plansplan to date for that facility Councilman Alan Miller said

maybe he cant discussdiscus thisthi but are there plansplan to acquire adjoining propertiespropertie for parking for example Mr Reese

answered yes It is the intent of the Global inVestment Group to grow their footprint there Councilman ReggieNevelsNevel stated so therefore theyre talking about expanding that entire corner Reese told NevelsNevel he would hate to put

any dealsdeal that are in the mix in peril but they do have an aggressive vision for that area Councilman Steve Wright

said just couple of pointspoint Since thisthi was their old theresthere not been property tax paid on thisthi because inaudibleThe was not-for-profit and so therefore they really never received any property tax off thisthi piece of property

anyway So what theyre asking them for here is 25 year TIlE that the money will go towardstoward the development of that

particular building and thingsthing so theyre really not losing any revenue ifyou will off of thisthi because its never made

any revenue for the city as well But after 25 yearsyear theyre going to see revenue PlusPlu they all know that the County

Option Income Tax Local Option Income Tax and the amount of employeesemployee that Mr Reese has brought before them

theyre actually going to see revenue off of that through personal taxestaxe So just wanted to make that point to thisthi bodyand 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 thatsthat going to be very nice for them Wright told Mr Reese he appreciatesappreciate all his

work on that and hes sure the businessesbusinesse will be inaudible Reese responded he might add that the $2500000 that

theyre talking about thisthi 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 gameTheyre actually going to be paying the majority of the development for that site Mr Miller asked whatswhat the size of

the building Row many thousandsthousand of square feet is it Is it four storiesstorie with frill basement Reese answered youknow he doesnt have that Its lot of building Its he thinksthink four storiesstorie up arguably two storiesstorie down But as far

as specific square footage he doesnt want to speculate Hell get him that information hes got it upstairsupstair Reese said

Council President Brunner asked if all goesgoe well how soon will thisthi 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 questionsquestion from the Council Mr Donaldson told the Council with their permission they

would like them to consider suspending the rulesrule and passpas thisthi in one meeting They do have loan commitment for

these bondsbond and they think they can move pretty quickly on itso theyd like to make that request Mr Brurmer askeddo they need to have public hearing on thisthi Corporate Counsel Josh Howell explained the public hearing has beephandled by the board already so that partspart been taken care of Once again to passpas bill on single reading where its

available and in thisthi case it is that will require the unanimousunanimou consent of them all and thajority of the entire board

in order to passpas it Motion was made by Wright to suspend the rulesrule on General Or4.ianee No 16-2009 Motion wasseconded by NevelsNevel and carried by the following vote Aye Miller Batchelor N1jWHOmer Wright SmithLuzadder and Brunner Nay None Motion was then made by Wnght by Neigo passpas General Ordinance No16-2009 and earned by the following vote Aye Miller Batchelor NevelsNevel HoiTh\ght Smith Luzadder and

Brunner Nay None

APPROPRIATION ORDNANCE NO 6-2009 15T READINGThe City Clerk read Appropnation Ordinance No 6-2009 by title only An

Ordiniri$ofthe City of Manon Indiana

appropriating certain fundsfund for the City of Marion Indiana and providing for thºuifedive date thereof From the

General Fund to Marion Police Department Jean Team MiscellaneousMiscellaneou account the amount of $992.50 PurposeForfeituresForfeiture on two Jean Team drug casescase JamesJame Loftin tbld the Council thisthi would be Appropriation Ordinance No 6-

2009 and asked if there were any questionsquestion Its basically two easesease that have come back to them $462.50 and

$530.00 totaling $992.50 Being no questionsquestion from the Council motion was made by Luzadder 2u by NevelsNevel to

approve Appropriation Ordinance No 6-2009 to reading and public hearing Motion carried by the following vote

Aye Miller Batchelor NevelsNevel Homer Wright Smith Luzadder and Brunner Nay None

Before the meeting adjourned Councilman Alan Miller said theyd like to send their best wisheswishe to the family of Tracy

Krigore one of their Marion firefightersfirefighter that suffered heart attack while fighting house fire on Saturday His wife is

employed at Indiana Wesleyan and the word as he understandsunderstand 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 NevelsNevel what in the heck is wrong with law

enforcement Four yearsyear in row now theyve lost football game between the Fire Department and the Police

Department NevelsNevel replied well the last time the Police Department won Was when he played He said he mayrebound because it is big issue right now Homer added he thinksthink what they need is organization Mr Miller said

he suggestssuggest they try ReggiesReggie son instead of Reggie Brunner congratulated the Fire Department for their fourth

consecutive win

Councilman Steve Wright stated just reminder the Walkway of LightsLight will be lighting up the weekend before

Thanksgiving As theyve drove around town theyve probably seen them going up and everything and thingsthing are

progressing well He can tell them that lot of the displaysdisplay have been switched over to LED lightslight thisthi year Should

be nice showing especially down in the park area Again there wilt be $5.00 fee with sticker Once people paythe $5.00 they can go through it as many timestime 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 thatsthat 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 folksfolk that watch thisthi reminder that leaf pick-up bgan thisthi week TheresTherebeen number of postingsposting in the Chronicle about what daysday It all correspondscorrespond with when you have your trash pick upso please adhere to that And lot of people in his neighborhood are getting ready for next week ThatsThat when they gettheir trash picked up He thinksthink theyre two weeksweek behind he heard Jack AntrobusAntrobu say Two weeksweek behind because

the leavesleave fell late thisthi year So just reminder that they are now out starting to pick up leavesleave Brunner stated

Being no further businessbusines 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

SeriesSerie 2009 Global Investment Consulting Inc Project

the SeriesSerie 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 representationsrepresentation and warrantieswarrantie of the City contained in the SeriesSerie 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 FarmersFarmer 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 obligationsobligation to be performed or

complied with by the City on or prior to the date hereof under the SeriesSerie 2009 Bond the Loan

Agreement and the Indenture

As of the date hereof no event of default under the SeriesSerie 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 requirementsrequirement imposed by Indiana Code 36-7-1 1.9 and

12 and with all other applicable lawslaw and regulationsregulation relating to the issuance of the SeriesSerie 2009

Bond

Each of the documentsdocument connected with the issuance of the SeriesSerie 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 documentsdocument connected with the issuance of the SeriesSerie 2009 Bond which

requiresrequire execution by the City or any official of the City has been duly executed by authorized

officialsofficial of the City

WITNESSWITNES WHEREOF the undersigned have hereunto set his or her hand for and on

behalf of the City of Marion Indiana thisthi 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

SeriesSerie 2009 Global Investment Consulting Inc Project

the SeriesSerie 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 undersignedsundersigned knowledge threatened in any way relating to affecting

or questioning or seeking to restrain or enjoin the issuance sale execution or delivery of the SeriesSerie

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 FarmersFarmerBank Trust as trustee the

Trustee dated as of December 2009 the Indenture or of any of the proceedingsproceeding or actionsaction

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 SeriesSerie 2009 Bond is issued or the fixing charging

or collection of adequate loan paymentspayment to pay the principal of and premium ifany and interest on

the SeriesSerie 2009 Bond or otherwise affecting or questioning the validity of or the right of the Issuer

to enter into the SeriesSerie 2009 Bond the Loan Agreement or the Indenture or the proceedingsproceeding or

authority under which the SeriesSerie 2009 Bond is issued or that may significantly affect the CitysCity

ability to perform its obligationsobligation thereunder or that may result in redemption or prepayment of the

SeriesSerie 2009 Bond neither the creation organization or existence of the City nor the title of any of

the present membersmember or other officialsofficial of the Issuer to their respective officesoffice is being contested and

no proceedingsproceeding or authority for the issuance sale execution or delivery of the SeriesSerie 2009 Bond the

execution or delivery of the Loan Agreement or the Indenture have or has been repealed rescinded

or revoked

The SeriesSerie 2009 Bond the Loan Agreement and the Indenture have been duly

executed in the name and on behalf of the City by the signaturessignature of the undersigned which officersofficer

were duly authorized to execute the same The signaturessignature of the Mayor and the First Deputy Clerk of

the City or the facsimilesfacsimile thereof as shown upon the SeriesSerie 2009 Bond are genuine and have been

affixed thereto with our knowledge and consent and are hereby adopted

Each of the personsperson set forth below is now and has been at all timestime 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 SeriesSerie 2009 Bond is the lawfully adopted proper and only official

seal of the City

IN WITNESSWITNES WHEREOF the undersigned have hereunto set his or her hand thisthi 17th day of

December 2009

CITY OF MARION INDIANA

By____By ____________________

Debra Goodman First Deputy Clerk

The signaturessignature above and upon the above-described BondsBond are guaranteed as those of the

officersofficer respectively designated above and On the SeriesSerie 2009 Bond

Dated December 17 2009

BOD 1168174v1

$2500000

City of Marion Indiana

Taxable Economic Development Revenue Bond

SeriesSerie 2009 Global Investment Consulting Inc Project

the SeriesSerie 2009 Bond

AUTHENTICATION ORDER

First FarmersFarmerBank Trust as Trustee

Converse Indiana

LadiesLadie and Gentlemen

The City of Marion Indiana the Issuer has sold its SeriesSerie 2009 Bond in the principal

amount of $2500000 referred to in the Trust Indenture between the Issuer and First FarmersFarmerBank

Trust as trustee the Trustee dated as of December 2009 the SeriesSerie 2009 Indenture The

undersigned on behalf of the Issuer is delivering the SeriesSerie 2009 Bond to you herewith as Trustee

and you are hereby authorized and directed to register the SeriesSerie 2009 Bond as requested by First

FarmersFarmerBank Trust the Purchaser and to authenticate and deliver the SeriesSerie 2009 Bond to or

upon the order of the Purchaser upon the TrusteesTrustee receipt of the purchase price thereof Upon the

TrusteesTrustee receipt of such moniesmonie the Trustee is hereby directed to deposit all of the net proceedsproceed

from the sale of the SeriesSerie 2009 Bond into the Construction Fund in the amountsamount set forth in the

SeriesSerie 2009 Indenture

ThisThi document constitutesconstitute the request and authorization to the Trustee to authenticate and

deliver the SeriesSerie 2009 Bond pursuant to the SeriesSerie 2009 Indenture

Dated thisthi 17th day of December 2009

CITY OF MARION INDIANA

ByControlleW

INDSOI BDD 1168212v1

RESOLUTION NO 1$

RESOLUTION OF THE CITY OF MARION REDEVELOPMENT COMMISSION PLEDGING

CERTAIN TAX INCREMENT REVENUESREVENUE TO TIlE PAYMENT OF ECONOMIC DEVELOPMENTREVENUE BONDSBOND OF THE CITY OF MARION

WHEREASWHEREA the City of Marion Redevelopment Commissionthe Commission has previously

created the Marion Consolidated Economic Development Area and the Marion Consolidated Allocation

Area the Allocation Area for purposespurpose of the allocation and distribution of real and depreciable

personal property taxestaxe 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

WHEREASWHEREA Global Manufacturing Group Inc the Company intendsintend to fmance all or

portion of the costscost of renovating the former YMCA building in the City including site development for

recreational retail and temporary living usesuse which building is located in the Allocation Area

collectively the Project and

WHEREASWHEREA the City of Marion Economic Development Commissionhas approved the issuance

of the City of Marion Indiana Taxable Edonomic Development Revenue BondsBond Global Manufacturing

Group Project the 2009 BondsBond the proceedsproceed of which will be lent to the Company and applied to

costscost of the Proj eót and

WHEREASWHEREA in its Resolution No 16 adopted by the Commission on July 25 2005 the 2005

Pledge Resolution the Commission pledged certain TIE RevenuesRevenue as defmed in the 2005 Pledge

Resolution and referred to herein as the Consolidated Area TIlE RevenuesRevenue derived from the Allocation

Area to the payment of the CitysCity Taxable Economic Development Revenue BondsBond SeriesSerie 2005 and

Winterfield Project the 2005 BondsBond and set forth the conditionscondition required to be met for the

Commissionto incur additional obligationsobligation payable from the Consolidated Area TIE RevenuesRevenue on parity

with the 2005 BondsBond and

WHEREASWHEREA in its Resolution No 2-2006 adopted by the Commissionon January 17 2006 the

Commission pledged the Consolidated Area TIE RevenuesRevenue to the payment of the City of Marion Indiana

Taxable Economic Development Revenue BondsBond SeriesSerie 2006 Active PropertiesPropertie LLC Project the2006 BondsBond and the City of Marion Indiana Taxable Economic Development Revenue BondsBondSeriesSerie 2006 JSG Processing Inc Project the 2006 BondsBond the 2006 BondsBond and the 2006

BondsBond collectively the 2006 BondsBond on parity with the pledge thereof to the 2005 BondsBond and

WHEREASWHEREA 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 RevenuesRevenue to the payment of the 2009

BondsBond on parity with the pledge thereof to the 2005 BondsBond and the 2006 BondsBond

NOW THEREFORE BE IT RESOLVED by the City of Marion Redevelopment Commission as

followsfollow

The Consolidated Area TIE RevenuesRevenue shall be set aside and used as set forth in thisthi

Resolution

On each January 15 and July 15 beginning January 15 2010 Consolidated Area TIE

RevenuesRevenue in an amount which together with any amountsamount already on deposit in the Bond Fund for the

2009 BondsBond is sufficient to pay the maximum debt service coming due on the 2009 BondsBond during the

following six month period shall be transferred to the trustee for the 2009 BondsBond the Trustee for

deposit in the Bond Fund under the trust indenture for the 2009 BondsBond the Indenture

Pursuant to IC 36-7-14-39b2D and IC 5-1-14-4 the Commissionhereby pledgespledge the

Consolidated Area TIF RevenuesRevenue to the Trustee for disposition in accordance with the Indenture on

parity with the pledge thereof to the 2005 BondsBond and the 2006 BondsBond The Commission hereby findsfind and

determinesdetermine that the conditionscondition for the issuance of Parity ObligationsObligation 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 BondsBond on parity with the 2005 BondsBond and the 2006 BondsBond

The Commissionreservesreserve the right to issue additional Parity ObligationsObligation payable from

Consolidated Area TIF RevenuesRevenue on parity with the 2005 BondsBond the 2006 BondsBond and the 2009 BondsBondupon satisfaction of the conditionscondition set forth in Section of the 2005 Pledge Resolution with the

additional clarification that the 2006 BondsBond the 2006 BondsBond and the 2009 BondsBond shall be included as

Parity ObligationsObligation for purposespurpose of the parity teststest set forth therein The Commission reservesreserve the right to

enter into obligationsobligation payable from the Consolidated Area TIF RevenuesRevenue that are junior and subordinate

to the 2005 BondsBond the 2006 BondsBond and the 2009 Bonds.

ThisThi resolution shall take effect immediately upon adoption by the Commission

Adopted the 3rd day of November 2009

REDEVELOPMENT

MjMember

CITY OF MARIONCOMMISSION

Secretary

INDSOJ BDD 158957v1

$2500000

City of Marion Indian

Taxable Economic Development Revenue BondsBondSeriesSerie 2009 Global Investment Consulting Inc Project

CERTIFICATE OF THE SECRETARYOF 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 paperspaper recordsrecord and minutesminute of the proceedingsproceeding of the Commission

The current duly elected qualified and acting officersofficer of the Commission are

Larry MyersMyer President Anne Duncan Vice President Dan St John Secretary Paul Park

Member and Bryan HarrisHarri Member

The Commission has no seal rulesrule or by-lawsby-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 thisthi resolution has been

duly signed by the proper officersofficer as indicated on the copy has been recorded by me in the

permanent recordsrecord of the Commission and has not been modified amended rescinded repealed

or withdrawn

All actionsaction described in paragraph hereof were taken by the Commission at

meetingsmeeting open to the public notice of which complied in all respectsrespect with Indiana Code 5-14-

.5 no such actionsaction 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 WITNESSWITNES WHEREOF have hereunto set my hand thisthi 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

BarnesBarne Thornburg LLP

IndianapolisIndianapoli Indiana

First FarmersFarmer Bank Trust as Trustee

Marion Indiana

The City of Marion Indiana the Cityproposespropose to issue $2500000 of its City

of Marion Indiana Taxable Economic Development Revenue BondsBond SeriesSerie 2009 the2009 BondsBond The City of Marion Redevelopment Commission the Commissionpursuant to Resolution No 12009 adopted by the Commission on November 2009

the Pledge Resolution will pledge tax increment revenuesrevenue generated from the Marion

Consolidated Economic Development Area the Consolidated Area Tax Increment

RevenuesRevenue for the payment of the 2009 BondsBond The Consolidated Area Tax Increment

RevenuesRevenue pledged under the Pledge Resolution by the Commission will be on parity

with the payment of the City of Marion Taxable Economic Development Revenue BondsBondSeriesSerie 2005A and Winteruield Project the 2005 BondsBond and the City of Marion

Indiana Taxable Economic Development Revenue BondsBond SeriesSerie 2006 and SeriesSerie 2006

collectively the 2006 BondsBond in accordance with the CommissionsCommission Resolution No16 Resolution of the Marion Redevelopment Commission Pledging Tax Increment the2005 Pledge Resolution

Pursuant to and in accordance with the 2005 Pledge Resolution the Commission

may pledge the Consolidated Area Tax Jnorement RevenuesRevenue in whole or in part on

parity with the 2005 BondsBond and the 2006 BondsBond under the following conditionscondition among

othersother

The Trustee shall haVe teeived El titificate prepared by an independent

qualified accountant or feasibility consultant certifying the amount of tax

increment revenuesrevenue 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 requirementsrequirement with respect to the outstanding

2005 BondsBond and the 2006 BondsBond and any proposed parity obligationsobligation for

each respective year during the term of the outstanding 2005 BondsBond the 2006

BondsBond and the proposed parity obligationsobligation

The following schedulesschedule indicate that the proposed 2009 BondsBond can be issued on

parity with the 2005 BondsBond and the 2006 BondsBond at the minimum interest ratesrate The

owner of the 2005 BondsBond and 2006 BondsBond have consented to the issuance of the 2009

BondsBond on parity basisbasi understanding that the reset of the interest ratesrate on February 15

2015 may lower the coverage of tax increment revenuesrevenue to the outstanding debt service to

levelslevel below 135%

ThisThi report is issued solely for your infonnation and assistance in conneclion with

the issuanceof the 2009 BondsBond on parity with the 2005 BondsBond and the 2006 BondsBond ThisThi

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 BondsBond and in the closing transcript of

the 2009 BondsBond We have no obligation to update thisthi report because of eventsevent

occurring or data or information coming to our attention subsequent to the date of thisthi

report

London Witte Group LLC

IndianapolisIndianapoli Indiana

CITY OF MARION

TAX INCREMENTPROJECTED CASH FLOWSFLOW

Estimated YMCA Total

Total Debt Annual Tax increment Tax Increment Increment Coverage

2/1/2010 174522 174522 490445 7674 498119811/2010 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 2822782/1/2013 436550 718828 1094447 7674 1102121 1.53

8/1/2013 3901192/1/2014 379025 769144 1094447 7674 1102121 1.43

8/1/2014 38290621/2015 391438 774344 1094447 7674 1102121 1.42

8/1/2015 3947632/1/2016 400238 795000 1094447 7674 1102121 1.39

8/1/2016 403041

2/1/2017 406494 808534 1094447 7674 1102121 1.36

8/1/2017 4027162/1/2013 404750 807466 1094447 7674 1102121 1368/1/2018 4065532/1/2019 403006 809559 1094447 7674 1102121 1.36

8/1/2019 404391

2/1/2020 407925 812316 1094447 7674 1102121 1.36

8/1/2020 3986942/1/2021 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 WAMar/Mon Mar/CEN Center Mar/RI Mar/Frank Total

Pay2009 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 CollectionsCollection 2009 490445

Pay 2010 Incremental Assessed ValuesValue 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 RatesRate provided by County Auditor and certified by State of Indiana

2010 incremental AVs prodded by Auditor tea ratesrate have not bean certified as of December 17 2009

CollectionsCollection 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 BondsBondDebt Service Projected

Principal Interest Total Debt YMCA Total Debt

2/1/2010 120000 35113 155113 19410 1745228/1/2010 120000 32400 152400 81250 2336502/1/2011 127500 29688 157188 91250 2484388/1/2011 132500 26872 159372 110925 2702972/1/2012 142500 23988 168488 114950 2814388/1/2012 147500 20966 168466 113813 2822782/1/2013 215000 108875 323875 112875 4365508/1/2013 175000 103581 278581 111538 3901192/1/2014 165000 98625 263625 115400 3790258/1/2014 175000 93808 268805 114100 3829062/1/2015 190000 88638 278638 112800 3914388/1/2015 200000 83263 283283 111500 3947632/1/2016 212500 77538 290038 110200 4002388/1/2016 222500 71641 294141 108900 4030412/1/2017 227500 65394 292894 112600 4054948/1/2017 237500 59078 296578 106138 4027162/1/2018 242500 52413 294913 109838 4047508/1/2018 252500 45678 298178 108375 4065532/1/2019 257500 38594 296094 106913 4030068/1/2019 267500 31441 298941 105450 4043912/1/2020 275000 23938 298938 108988 4079258/1/2020 285000 18331 301331 97363 3986942/1/2021 300000 8375 308375 96063 4044388/1/2021 139763 1397632/1/2022 137000 1370008/1/2022 134238 1342382/1/2023 131475 1314758/1/2023 133713 1337132/1/2024 130788 1307888/1/2024 132863 1328632/1/2025 129775 1297758/1/2025 131688 1316882/1/2026 128438 1284388/1/2026 130188 1301882/1/2027 126775 1267758/1/2027 128363 1283632/1/2028 124788 1247888/1/2028 126213 1262132/1/2029 122475 1224758/1/2029 118738 118738

Total 4690000 1236231 5926231 4587710 10513941

A-3

YMCA PROJECT2009 BONDSBOND

DEBT SERVICE

Annual

Principal Interest Total Total Balance

12/17/2009 25000002/1/2010 19410 19410 10410 25000008/1/2010 81250 81250 2500000211/2011 101000 81250 91250 172500 2490000811/2011 30000 80925 110925 24600002/1/2012 35000 79950 114950 225875 24250008/1/2012 35000 78813 113813 23900002/1/2013 35000 77675 112675 226488 23550008/1/2013 35000 76538 111538 23200002/1/2014 40000 75400 115400 226938 22800008/1/2014 40000 74100 114100 22400002/1/2015 40000 72800 112800 226900 22000008/1/2015 40000 71500 111500 21600002/1/2016 40000 70200 110200 221700 21200008/1/2016 40000 68900 108900 20800002/1/2017 45000 67600 112600 221500 20350008/1/2017 40000 66138 106138 19950002/1/2018 45000 64838 109838 215975 19500008/1/2018 45000 63375 108375 19050002/1/2019 45000 61913 106913 215288 18600008/1/2019 45000 60450 105450 18150002/1/2020 50000 58988 108988 214438 17650008/1/2020 40000 57363 97363 17250002/1/2021 40000 56063 96063 193425 16850008/1/2021 85000 54763 139763 16000002/1/2022 85000 52000 137000 276763 15150008/1/2022 85000 49238 134238 14300002/1/2023 85000 46475 131475 265713 13450008/1/2023 90000 43713 133713 12550002/1/2024 90000 40788 130788 264500 11650008/1/2024 95000 37863 132863 10700002/1/2025 95000 34775 129775 262638 9750008/1/2025 100000 31688 131688 8750002/1/2026 100000 28438 128438 260125 7750008/1/2026 105000 25188 130188 6700002/1/2027 105000 21775 126775 256963 5650008/1/2027 110000 18363 128363 4550002/1/2028 110000 14788 124788 253150 3450008/1/2028 115000 11213 126213 2300002/1/2029 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 PROJECT2005 BONDSBOND SERIESSERIE

DEBT SERVICE

ANNUALPRINCIPAL INTEREST TOTAL TOTAL

811/2009 3000002/1/2010 50000 10500 60500 60500 2500008/1/2010 50000 8750 58750 2000002/1/2011 50000 7000 57000 115750 1500008/1/2011 50000 5250 55250 100000

2/1/2012 50000 3500 53500 108750 500008/1/2012 50000 1750 51750 517502/1/2013

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 BONDSBOND SERIESSERIE

DEBT SERVICE

bJAw BONDSBOND

ANNUAL

PRINCIPAL INTEREST TOTAL TOTAL Balance

8/1/2009 26000002/1/2010 2600000

8/1/2010 2600000

2/1/2011 26000008/1/2011 2600000

2/1/2012 26000008/1/2012 2600000

2/1/2013 110000 91000 201000 201000 24900008/1/2013 120000 87150 207150 2370000

2/1/2014 120000 82950 202950 410100 22500008/112014 130000 78750 208750 21200002/1/2015 130000 74200 204200 412950 19900008/1/2015 140000 69650 209650 18500002/1/2016 140000 64750 204750 414400 17100008/1/2016 150000 59850 209850 15600002/1/2017 150000 54600 204600 414450 14100008/1/2017 160000 49350 209350 1250000

2/1/2018 160000 43750 203750 413100 10900008/1/2018 170000 38150 208150 920000

2/1/2019 170000 32200 202200 410350 750000

8/1/2019 180000 26250 206250 5700002/1/2020 180000 19950 199950 406200 3900008/1/2020 190000 13650 203650 2000002/1/2021 200000 7000 207000 410650

Total 2600000 893200 3493200 3493200

A-6

JSG PROJECT2006 BONDSBOND SERIESSERIE

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 50000002/1/2013 50000 688 50688 995288/1/2013

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 PRODUCTSPRODUCT PROJECT

2006 BONDSBOND SERIESSERIE

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

LJEANHELLERScot 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 MOaKESeautiesSeautie Adnrintst rotor

SCCYT ANDERSON

Deputy Secretary

for Commercial RecordingsRecording

ELLJCKhSU

Deputy Secretary

for ElectionsElection

Job Number

C20060928-1459

Filing Acknowledgement

Corporation Number

E0723672006-3

September 28 2006

Filing Description

ArticlesArticle 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 documentsdocument were filed with the Nevada Secretary of State Commercial

RecordingsRecording 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 thisthi 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 RLESRLE MUQRESeoirltccsSeoirltcc liluuistrator

SCOTT ANDERSONDeputy Secreraty

far Coniurerciaf RecordiugsRecordiug

ELLIC.KHSU

Deputy Seccatocy

for ElecliacsElecliac

Job Number C20060928-1459

Reference Number

Expedite

Through Date

The undersigned filing officer hereby certifiescertifie that the attached copiescopie are true and exact

copiescopie of all requested statementsstatement and related subsequent documentation filed ith the

Secretary of StatesState Office Commercial RecordingsRecording 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 CopySeptember 28 2006

Document NumbersNumber20060622264-00

Description

ArticlesArticle of Incorporation

Number of PagesPage

Pages/i CopiesCopie

1-ELLER

En8tvII

7236720063

Dq6u.mcnt Nurner06062 26400Dare Filed

9/28/2006 14531 PMIn the office of

Dean Heller

Secretary of State

ImportantRead attached InstructionsInstruction before completing form

ova SPACE is FOR OFFiCE use ONLY

GLOBAL IVESTMENT CONSULTING INC ___________.__._

.-

SQL42QntndSE aSAt BROCK

2Q5 HarmoQAve.. 902 LaS NEVADA 89109Zip Code

flNvadStreet AddressAddres _______

State _L.

Number at sharesshareNumber of sharesshare

with par valuePar value $.. without par value ________________

meMIiAEL AN

CA 91762palmetto Ave 203 OntariO g-- Zede

ci MdressMdresStale ZCode

The purpose of thS Corporalton shall befl4VESTMENT CONSULTING _____

Na

MICHAEL ANCA 91762

i1 palmetto Ave 203 cileZIPCodaMdressMdres

..

of Agori the above named corporation

09/27/2006

Date _____________

Noaoa 5.ootary ol Bust Form 78 ARTiCLESARTiCLE 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

ArticlesArticle of IncorporationPURSUANT TO NRS 78

1IQibar

zedUi2

mthfl

jfQ9Qi

gumofjçQQQftOti

QflCiOOf

ThisThi form must be accompanied by appropriate feesfee

DEAN HELI.ER

secretary of Slate

202 North Carson Street

Carson City Nevada 897014201

T75 684 5708

WebsWeb 5yoMtattbtZ

ABOVE SPACE OpPICE tEE ONLY

General instructionSinstruction for thisthi form

Please pdnt legibly or type Black Ink Only

Compl all fieldsfield

Ensure that document Is signed In signaturefield

In the matter of GWBj

hereby state that on 09/27I20O4 accepted the appointment as resident aQent

for the above named businessbusines entity The sfreet addressaddres of the resident agent in thisthi

state is as followsfollow

2OE 1on Ave ____physical

Street AddressAddres

zaa yçq4syçq4NEVADA

City

Optional

1910 W. Carry Ave

Additional Mailing AddressAddres

CA

City

902 ______

8910JL.__

Zip Code

Suite nuintef

92104

ZipCode

09/27/2006

Date

NCQib tret.ry Si8

dentAgentAccePth

oicc

CORPORATECHARTER

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 thisthi office

the original ArticlesArticle of Incoorafiofl that said ArticlesArticle 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 ArticlesArticle

contain all the provisionsprovision required by the law of said State of Nevada

WIThESSWIThES WHEOF have hereunto set my

hand and affixed the Great Seal of State at my office

on September 28 2006 14

By

______________ ___________________

BY-LAWSBY-LAW

OF

GLORAL INVRSmMFrJT rnNsIlT.PTIJc TNC

NEVADA CORPORATION

ARTICLE ONE

OFFICESOFFICE

Section Il Registered Office The registered office of thisthi corporation shall be in the

County of CLARK State of Nevada

Section 1.2 Other OfficesOffice The corporation may also have officesoffice at such other placesplaceboth within and without the State of Nevada as the Board of DirectorsDirector may from time to time

determine or the businessbusines of the corporation may require

ARTJCLE TWO

MEETINGSMEETING OF STOCKHOLDERSSTOCKHOLDER

Section 2.1 Place All annual meetingsmeeting of the stockholdersstockholder shall be held at registered

office of the corporation or at such other place within or without the State of Nevada as the

directorsdirector shall determine Special meetingsmeeting of the stockholdersstockholder 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 MeetingsMeeting Annual meetingsmeeting of the stockholdersstockholder 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 DirectorsDirector from time to

time at which the stockholdersstockholder shall elect by vote Board of DirectorsDirector and transact such other

businessbusines as may properly be brought before the meeting

Section 2.3Special Meeting Special meetingsmeeting of the stockholdersstockholder for any purpose or

purposespurpose unlessunles otherwise prescribed by statute or by the ArticlesArticle of Incorporation may be

called by the President or the Secretary by resolution of the Board of DirectorsDirector or at the requestin writing of stockholdersstockholder 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 NoticesNotice of MeetingsMeeting NoticesNotice of meetingsmeeting shall be in writing and signed bythe President or Vice-President or the Secretary or an Assistant Secretary or by such other

person or personsperson as the directorsdirector shall designate Such notice shall state the purpose or purposespurposefor which the meeting is called and the time and the place which may be within or without thisthi

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 lesslesthan ten nor more than sixty daysday before such meeting If mailed it shall be directed to

stockholder at his addressaddres as it appearsappear upon the recordsrecord 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 MeetingsMeeting BusinessBusines transacted at any special meeting of

stockholdersstockholder shall be limited to the purposespurpose stated in the notice

Section 2.6 Quorum The holdersholder 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

meetingsmeeting of the stockholdersstockholder for the transaction of businessbusines except as otherwise provided by

statute or by the ArticlesArticle of Incorporation If however such quorum shall not be present or

represented at any meeting of the stockholdersstockholder the stockholdersstockholder 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

businessbusines 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 holdersholder of majority of the stock having voting power present in person or represented by

proxy shall be sufficient to elect directorsdirector or to decide any questionsquestion brought before such

meeting unlessunles the question is one upon which by expressexpres provision of the statutesstatute or of the

ArticlesArticle of Incorporation different vote is required in which case such expressexpres 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 stockholdersstockholder to one vote for each share of stock standing in his name on the

booksbook of the corporation Upon the demand of any stockholder the vote for directorsdirector and the

vote upon any question before the meeting shall be by ballot

Section 2.9 Proxy At the meeting of the stockholdersstockholder any stockholder may be presented

and vote by proxy or proxiesproxie appointed by an instrument in writing In the event that any such

instrument in writing shall designate two or more personsperson to act as proxiesproxie majority of such

personsperson present at the meeting or if only one shall be present then that one shall have and mayexercise all of the powerspower conferred by such written instrument upon all of the personsperson so

designated unlessunles the instrument shall otherwise provide No proxy or power ofattorney to vote

shall be used to vote at meeting of the stockholdersstockholder unlessunles it shall have been filed with the

secretary of the meeting when required by the inspectorsinspector of election All questionsquestion regarding the

qualification of votersvoter the validity of proxiesproxie and the acceptance or rejection of votesvote shall be

decided by the inspectorsinspector of election who shall be appointed by the Board of DirectorsDirector 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 stockholdersstockholder at meeting may be taken without meeting if authorized by the written

consent of stockholdersstockholder holding at least majority of the voting power unlessunles the provisionsprovision of

the statutesstatute or of the ArticlesArticle of Incorporation require greater proportion of voting power to

authorize such action in which case such greater proportion of written consentsconsent shall be required

ARTJCLE THREE

DIRECTORSDIRECTOR

Section 3.1 PowersPower The businessbusines of the corporation shall be managed by its Board of

DirectorsDirector which may exercise all such powerspower of the corporation and do all such lawful actsact and

thingsthing as are not by statute or by the ArticlesArticle of hicorporation or by these BylawsBylaw directed or

required to be exercised or done by the stockholdersstockholder

Section 3.2 Number of DirectorsDirector The number of directorsdirector which shall constitute the

whole board shall be Three The number of directorsdirector may from time to time

be increased or decreased to not lessles than one nor more than fifteen by action of the Board of

DirectorsDirector The directorsdirector shall be elected at the annual meeting of the stockholdersstockholder and except as

provided in Section of thisthi Article each director elected shall hold office until his successor is

elected and qualified DirectorsDirector need not be stockholdersstockholder

Section 3.3 VacanciesVacancie VacanciesVacancie in the Board of DirectorsDirector including those caused by an

increase in the number of directorsdirector may be filled by majority of the remaining directorsdirector

though lessles 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 stockholdersstockholder

The holdersholder of two-thirdstwo-third of the outstanding sharesshare of stock entitled to vote may at any time

peremptorily terminate the term of office of all or any of the directorsdirector by vote at meeting called

for such purpose or by written statement filed with thesecretary or in his absence with any

other officer Such removal shall be effective immediately even if successorssuccessor are not elected

simultaneously and vacanciesvacancie on the Board of DirectorsDirector resulting therefrom shall be filled only

by the stockholdersstockholder

vacancy or vacanciesvacancie in the Board of DirectorsDirector shall be deemed to exist in case of the

death resignation or removal of any directorsdirector or if the authorized number of directorsdirector be

increased or if the stockholdersstockholder fail at any annual or special meeting of stockholdersstockholder at which

any director or directorsdirector are elected to elect the full authorized number of directorsdirector to be voted

for at that meeting

The stockholdersstockholder may elect director or directorsdirector at any time to fill any vacancy or

vacanciesvacancie not filled by the directorsdirector If the Board of DirectorsDirector acceptsaccept the resignation of

director tendered to take effect at future time the Board or the stockholdersstockholder shall have power to

elect successor to take office when the resignation is to become effective

No reduction of the authorized number of directorsdirector shall have the effect of removing anydirector prior to the expiration of his term of office

ARTICLE FOUR

MEETINGSMEETING OF THE BOARD OF DIRECTORSDIRECTOR

Section 4.1 Place Regular meetingsmeeting of the Board of DirectorsDirector 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 membersmember of the Board In the absence of such designation

regular meetingsmeeting shall be held at the registered office of the corporation Special meetingsmeeting 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 DirectorsDirector

shall be immediately following the adjournment of the meeting of stockholdersstockholder and at the place

thereof No notice of such meeting shall be necessary to the directorsdirector 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 meetingsmeeting of the Board of DirectorsDirector

Section 4.3 Regular MeetingsMeeting Regular meetingsmeeting of the Board of DirectorsDirector 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 DirectorsDirector

Section 4.4 Special MeetingsMeeting Special MeetingsMeeting of the Board of DirectorsDirector may be called

by the Chairman or the President or by any Vice-President or by any two directorsdirector

Written notice of the time and place of special meetingsmeeting shall be delivered personally to

each director or sent to each director by mail or by other form of written communication

chargescharge prepaid addressed to him at his addressaddres as it is showii upon the recordsrecord or if not readily

ascertainable at the place in which the meetingsmeeting of the directorsdirector are regularly held In case such

notice is mailed or telegraphed it shall be deposited in the United StatesState mail or delivered to the

telegraph company at least forty-eight 48 hourshour 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 hourshour 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 directorsdirector if the time and place be fixed at the meeting adjourned

Section 4.6 Waiver The transactionstransaction of any meeting of the Board of DirectorsDirector howevercalled 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 directorsdirector not present signssign written waiver of notice or consent to holding such meeting or

an approval of the minutesminute thereof All such waiverswaiver consentsconsent or approvalsapproval shall be filed with

the corporate recordsrecord or made part of the minutesminute of the meeting

Section 4.7 Quorum majority of the authorized number of directorsdirector shall be

necessary to constitute quorum for the transaction of businessbusines except to adjourn as hereinafter

provided Every act or decision done or made by majority of the directorsdirector present at meeting

duly held at which quorum is present shall be regarded as the act of the Board of DirectorsDirectorunlessunles

greater number is required by law or by the ArticlesArticle 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 membersmember of the Board shall be as valid and effective in allrespectsrespect as

if passed by the Board in regular meeting

Section 4.8 Adjournment quorum of the directorsdirector may adjourn any directorsdirector meeting

to meet again at stated day and hour provided however that in the absence of quorummajority of the directorsdirector present at any directorsdirector 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

COMMITTEESCOMMITTEE OF DIRECTORSDIRECTOR

Section 5.1 Power to Designate The Board of DirectorsDirector may by resolution adopted by

majority of whole Board designate one or more committeescommittee of the Board of DirectorsDirector each

committee to consist of one or more of the directorsdirector of the corporation which to the extent

provided in the resolution shall have and may exercise the power of the Board of DirectorsDirector in the

management of the businessbusines and affairsaffair of the corporation and may have power to authorize the

seal of the corporation to be affixed to all paperspaper which may require it Such committeescommittee shall

have such name or namesname as may be determined from time to time by the Board of DirectorsDirector

The membersmember 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 DirectorsDirector to act at the meeting in the place of any absent or disqualified member At

meetingsmeeting of such committeescommittee majority of the membersmember or alternate membersmember shall constitute

quorum for the transaction of businessbusines and the act of majority of the membersmember or alternate

membersmember at any meeting at which there is quorum shall be the act of the committee

Section 52 Regular MinutesMinute The committeescommittee shall keep regular minutesminute of their

proceedingsproceeding and report the same to the Board of DirectorsDirector

Section 5.3 Written Consent Any action required or permitted to be taken at any

meeting of the Board of DirectorsDirector or of any committee thereof may be taken without meeting if

written consent thereto is signed by all membersmember of the Board of DirectorsDirector or of such

con-in-iittee as the case may be and such written consent is filed with the minutesminute of proceedingsproceedingof the Board or committee

ARTICLE SIX

COMPENSATION OF DIRECTORSDIRECTOR

Section 6.1 Compensation The directorsdirector may be paid their expensesexpense of attendance at

each meeting of the Board of DirectorsDirector and may be paid fixed sum for attendance at each

meeting of the Board of DirectorsDirector or stated salary as director No such payment shall prelude

any director from serving the corporation in any other capacity and receiving compensation

therefor MembersMember of special or standing committeescommittee may be allowed like reimbursement and

compensation for attending committee meetingsmeeting

ARTICLE SEVEN

NOTICESNOTICE

Section 7.1 Notice NoticesNotice to directorsdirector and stockholdersstockholder shall be in writing and delivered

personally or mailed to the directorsdirector or stockholdersstockholder at their addressesaddresse appearing on the booksbook of

the corporation Notice by mail shall be deemed to be given at the time when the same shall be

mailed Notice to directorsdirector may also be given by telegram

Section 7.2 Consent Whenever all partiespartie entitled to vote at any meeting whether of

directorsdirector or stockholdersstockholder consent either by writing on the recordsrecord of the meeting or filed with

the secretary or by presence at such meeting and oral consent entered on the minutesminute or by

taicing part in the deliberationsdeliberation at such meeting without objection the doingsdoing of such meetingsmeetingshall be as valid as if they had occurred at meeting regularly called and noticed and at such

meeting any businessbusines 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 meetingthe proceedingsproceeding of said meeting may be ratified and approved and rendered likewise valid and the

irregularity of defect therein waived by writing signed by all partiespartie having the right to vote at

such meetuig and such consent or approval of stockholdersstockholder may be by proxy or attorney but all

such proxiesproxie and powerspower of attorney must be in writing

Section 7.3 Waiver of Notice Whenever any notice whatsoever is required to be given

under the provisionsprovision of the statutesstatute of the ArticlesArticle of Incorporation or of these BylawsBylaw waiver

thereof in writing signed by the person or personsperson entitled to said notice whether before or after

the time stated therein shall be deemed equivalent thereto

ARTICLE EIGHT

OFFICERSOFFICER

Section 8.1 Appointment of OfficersOfficer The officersofficer of the corporation shall be chosen by

the Board of DirectorsDirector and shall be President Secretary and Treasurer Any person may hold

two or more officesoffice

Section 8.2 Time of Appointment The Board of DirectorsDirector at its first meeting after each

annual meeting of stockholdersstockholder shall choose Chairman of the Board who shall be director and

shall choose President Secretary and Treasurer none of whom need be directorsdirector

Section 8.3 Additional OfficersOfficer The Board of DirectorsDirector may appoint Vice-Chairman of

the Board Vice-PresidentsVice-President and one or more Assistant SecretariesSecretarie and Assistant TreasurersTreasurer and

such other officersofficer and agentsagent as it shall deem necessary who shall hold their officesoffice for such

termsterm and shall exercise such powerspower and perform such dutiesdutie as shall be determined from time to

time by the Board of DirectorsDirector

Section 8.4 SalariesSalarie The salariessalarie and compensation of all officersofficer of the corporation shall

be fixed by the Board of DirectorsDirector

Section 8.5 VacanciesVacancie The officersofficer of the corporation shall hold office at the pleasure of

the Board of DirectorsDirector Any officer elected or appointed by the Board of DirectorsDirector Any

vacancy occurring in any office of the corporation by death resignation removal or otherwise

shall be filled by the Board of DirectorsDirector

Section 8.6 Chairman of the Board The Chairman of the Board shall preside at meetingsmeetingof the stockholdersstockholder and the Board of DirectorsDirector and shall see that all ordersorder and resolutionsresolution of the

Board of DirectorsDirector 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 dutiesdutie and exercise the powerspower of the Chairman of the Board

and shall perform such other dutiesdutie as the Board of DirectorsDirector 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 businessbusines of the corporation He shall execute on behalf

of the corporation all instrumentsinstrument requiring such execution except to the extent the signing and

execution thereof shall be expressly designated by the Board of DirectorsDirector 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 dutiesdutie and exercise

the powerspower of the President They shall perform such other dutiesdutie and have such other powerspower as

the President or the Board of DirectorsDirector may from time to time prescribe The Board of DirectorsDirector

may designate one or more Executive Vice-PresidentsVice-President or may otherwise specify the order of

seniority of the Vice-PresidentsVice-President The dutiesdutie and powerspower of the President shall descend to the

Vice-PresidentsVice-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 meetingsmeeting of the Board of DirectorsDirector and

all meetingsmeeting of the stockholdersstockholder and record the proceedingsproceeding He shall perform like dutiesdutie for the

standing committeescommittee when required He shall give or cause to be given notice of all meetingsmeeting of

the stockholdersstockholder and special meetingsmeeting of the Board of DirectorsDirector and shall perform such other

dutiesdutie as may be prescribed by the President or the Board of DirectorsDirector

Section 8.11 Assistant SecretariesSecretarie The Assistant SecretariesSecretarie shall act under the direction

of the President In order of their seniority unlessunles otherwise determined by the President or the

Board of DirectorsDirector they shall in the absence or disability of the Secretary perform such other

dutiesdutie and exercise the powerspower of the Secretary They shall perform such other dutiesdutie and have

such other powerspower as the President or the Board of DirectorsDirector may from time 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 fundsfund and

securitiessecuritie and shall keep full and accurate accountsaccount of receiptsreceipt and disbursementsdisbursement in booksbook

belonging to the corporation and shall deposit all moniesmonie and other valuable effectseffect in the name

and to the credit of the corporation in such depositoriesdepositorie as may be designated by the Board of

DirectorsDirector He shall disburse the fundsfund of the corporation as may be ordered by the President or

the Board of DirectorsDirector taking proper vouchersvoucher for such disbursementsdisbursement and shall render to the

President and the Board of DirectorsDirector at its regular meetingsmeeting or when the Board of directorsdirector so

requiresrequire an account of all his transactionstransaction as Treasurer and of the financial condition of the

corporation

Section 8.13 Surety If required by the Board of DirectorsDirector he shall give the corporation

bond in such sum surety or suretiessuretie as shall be satisfactory to the Board of DirectorsDirector for the

faithful performance of the dutiesdutie of his office and for the restoration to the corporation in case

of his death resignation retirement or removal from office of all booksbook paperspaper vouchersvoucher

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

unlessunles otherwise determined by the President or the Board of DirectorsDirector shall in the absence or

disability of the Treasurer perform the dutiesdutie and exercise the powerspower of the Treasurer They

shall perform such other dutiesdutie and have such other powerspower as the President or the Board of

DirectorsDirector may from time to time prescribe

ARTICLE NINE

CERTIFICATESCERTIFICATE OF STOCK

Section 9.1 Share CertificatesCertificate 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 sharesshare owned by him in the corporation If

the corporation shall be authorized to issue more than one classclas of stock or more than one seriesserie

of any classclas the designationsdesignation preferencespreference and relative participating optional or other special

rightsright of the variousvariou classesclasse of stock or seriesserie thereof and the qualificationsqualification limitationslimitation or

restrictionsrestriction of such rightsright 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 AgentsAgent If certificate is signed by transfer agent other than the

corporation or its employeesemployee or by registrar other than the corporation or its employeesemployee the

signaturessignature of the officersofficer of the corporation may be facsimilesfacsimile In case any officersofficer 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 certificatescertificate of stock

Section 9.3 Lost or Stolen CertificatesCertificate The Board of directorsdirector may direct new certificate

or certificatescertificate to be issued in place of any certificate or certificatescertificate 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 certificatescertificate the Board of DirectorsDirector may in its discretion and as condition

precedent to the issuance thereof require the owner of such lost or destroyed certificate or

certificatescertificate 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 TransfersTransfer Upon surrender to the corporation or the transfer agent of the

corporation of certificate for sharesshare 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 provisionsprovision of the lawslaw and regulationsregulation applicable to the corporation regarding

transfer and ownership of sharesshare have been complied with to issue new certificate to the person

entitled thereto cancel the old certificate and record the transaction upon its booksbook

Section 9.5 Voting Shareholder The Board of DirectorsDirector may fix in advance date not

exceeding sixty 60 daysday nor lessles than ten 10 daysday preceding the date of any meeting of

stockholdersstockholder or the date for the payment of any dividend or date for the allotment of rightsright 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 stockholdersstockholder for any purpose as record date

for determination of the stockholdersstockholder 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 stockholdersstockholder and only such stockholdersstockholder 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

rightsright or to exercise such rightsright or to give such consent as the case may be notwithstanding any

transfer of any stock on the booksbook of the corporation after any such record date fixed as aforesaid

Section 9.6 ShareholdersShareholder Record The corporation shall be entitled to recognize the person

registered on its booksbook as the owner of sharesshare to be the exclusive owner for all purposespurpose

including voting and dividendsdividend and the corporation shall not be bound to recognize any equitable

or other claim to or interest in such share or sharesshare on the part of any other person whether or not

it shall have expressexpres or other notice thereoi except as otherwise provided by the lawslaw of Nevada

ARTICLE TEN

GENERAL PROVISIONSPROVISION

Section 10.1 DividendsDividend DividendsDividend upon the capital stock of the corporation subject to the

provisionsprovision of the ArticlesArticle of Incorporation if any may be declared by the Board of DirectorsDirector at

any regular or special meeting pursuant to law DividendsDividend may be paid in cash in property or in

sharesshare of the capital stock subject to the provisionsprovision of the ArticlesArticle of Incorporation

Section 10.2 ReservesReserve Before payment of any dividend there may be set aside out of any

fundsfund of the corporation available for dividendsdividend such sum or sumssum as the directorsdirector from time to

time in their absolute discretion think proper as reserve or reservesreserve to meet contingenciescontingencie or

for equalizing dividendsdividend or for repairing or maintaining any property of the corporation or for

such other purpose as the directorsdirector shall think conducive to the interest of corporation and the

directorsdirector may modify or abolish any such reserve in the manner in which it was created

Section 10.3 ChecksCheck All checkscheck or demandsdemand for money and notesnote of the corporation shall

be signed by such officer or officersofficer or such other person or personsperson as the Board of DirectorsDirector

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 DirectorsDirector

Section 10.5 Corporate Seal The corporation may or may not have corporate seal as mayfrom time to time be determined by resolution of the Board of DirectorsDirector If corporate seal is

adopted it shall have inscribed thereon the name of the Corporation and the wordsword CorporateSeal 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 harmlessharmles to the fullest extent legally

permissible under the General Corporation Law of the State of Nevada from time to time against

all expensesexpense liability and losslos including attorneysattorney feesfee judgmentsjudgment finesfine and amountsamount 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

directorsdirector officersofficer or representativesrepresentative may have or hereafter acquire and without limiting the

generality of such statement they shall be entitled to their respective rightsright of indemnification

under any bylaw agreement vote of stockholdersstockholder provision of law or otherwise as well as

their rightsright under thisthi Article

The Board of DirectorsDirector 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

therequest 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 statusstatuwhether or not the corporation would have the power to indemnify such person

The Board of DirectorsDirector may from time to time adopt further BylawsBylaw withrespect

to

indemnification and may amend these and such BylawsBylaw to provide at all timestime the fullest

indemnification permitted by the Genera Corporation Law of the State of Nevada

ARTICLE TWELVE

AMENDMENTSAMENDMENT

Section 2.1 By Shareholder The BylawsBylaw 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

stockholdersstockholder provided notice of intention to amend shall have been contained in the notice of the

meeting

Section 12.2 By Board of DirectorsDirector The Board of DirectorsDirector by majority vote of the

whole Board at any meeting may amend these BylawsBylaw including BylawsBylaw adopted by the

stockholdersstockholder but the stockholdersstockholder may from time to time specify particular provisionsprovision of the

BylawsBylaw which shall not be amended by the Board of DirectorsDirector

APPROVED AND ADOPTED thisthi id day of

c/Zi her 20c9

Secret ry

CERTIFICATE OF SECRETARY

hereby certify that am the Secretary of C6A/ 7nrs7fln7LL2ncU//tQ4cand that the foregoing BylawsBylaw consisting of __________ pagespage constitute the code of

BylawsBylaw of L/Thr.ec t/6nss/A /cc as duly adopted at regular meeting of

the Board of DirectorsDirector of the corporation held %6Xe 30 2O.L

WITNESSWITNES WHEREOF have hereunto subscribed my name thisthi

day of rJoht- 2O

\nSecretary

sr

CERTIFICATE OF EXISTENCEWITH STATUSSTATU IN GOOD STANDING

ROSSROS MILLER the duly elected and qualified Nevada Secretary of State do hereby certifythat am by the lawslaw of said State the custodian of the recordsrecord relating to filingsfiling bycorporationscorporation non-profit corporationscorporation corporation solessole limited-liability companiescompanie limited

partnershipspartnership limited-liability partnershipspartnership and businessbusines truststrust pursuant to Title of the NevadaRevised StatutesStatute which are either presently in statusstatu of good standing or were in good standingfor time period subsequent of 1976 and am the proper officer to execute thisthi certificate

ftirther certify that the recordsrecord of the Nevada Secretary of State at the date of thisthi certificate

evidence GLOBAL INVESTMENT CONSULTING INC as corporation duly organizedunder the lawslaw of Nevada and existing under and by virtue of the lawslaw of the State of Nevadasince September 28 2006 and is in good standing in thisthi state

iN WITNESSWITNES WHEREOF have hereunto set myhand and affixed the Great Seal of State at myoffice on February 2009

ROSSROS MILLER

Secretary of State

Electronic Certificate

Certificate Number C20090203-2574

You may verify thisthi electronic certificate

online at http//www.nvsos.govl

2009Ii

SECRETARyQF51am...C0RPORATlONS.VIsION302 WVtshingtonst Rni.Eole

jndianapolisIN46204

cp .JT1_2epIione 317232-6576

I- IndianaCode2a-1.49.i at seqLLui rC 16 P11 1145 23-1-49-3

Filing Fee $90.00NOTESNOTE An Original Ceftificateof Existence duly authenticated by the pmperauthorfty from

wrpoiaUonsdomialary state wit tin the lest sixty60 daysday must be submitted with thisthi appication

RegisRegi bred Agent vAth an Indiana street atfressatfres nota P0 BOt must he fisted in AR1JCLE IlL

INSIRIJCT1ONSINSIRIJCT1ON Use 812 11 white pap for attachnentsattachnentPresesl origina and we copy to addressaddres it the upperright come of thisthi form

-Please TYPE0rPRJIVTPlease visit ott ofiteon the web attwvwsos.in.gov

ARTIcLEJ NameName of Corporation Must be identical to name shown in Art/clesArt/cle of Incorporation andAn-endmentsandAn-endment thereto

Global Investment Consulting Inc

AR11CLEl AddressAddres dCorporationAddressAddres 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 AgeitName of the Regiatered Ageni of the corporation cannot be the wiporation itself

Michael ANIndiana addressaddres of the registered office of corporation Number andsfreet ci4c RU Box not accepted ZIP code418 West 3rd Street Marion INDIANA 46952

ARTICLE IV Date and State of.Incorporation and Duration of ExistenceDate of incorporation in donidlary state State of incorporation

9/28/2006 NevadaExpected period of duration listed in the ArticlesArticle of Incorporation perpetual fenn of yearsyear or date certain e.g Deco cit er3 2050Perpetual

ARTICLE Corporate OfficersOfficer

The namesname and businessbusines addressesaddresse of the officersofficer of the Corpration

Name Title AddressAddres Numbeç street dty state and ZIP code

Michael AN CEO 511 Palmetto Ave 203 Ontario CA 91762

APPLICATION FOR CERTIFICATE OFAUTHORITY OF FOREIGN CORPORATIONState Form 38784 R9/ 12-02 Corporate Form 112

Approved By State Board OtAccountsOtAccount 1995

Lo

APPUCATION FOR CER11FICATE OF AUThORITY

OFutSctFOREIGN CORPORATON

TO TRANSACT BUS1NESSBUS1NES IN ThE STATE OF IFCIANA

The undersigned officer of the above corporation which vsesvse brmed as

Ageneral businessbusines corporation professional corporaticn

desiring to elfectwte the admittance of the Corporation to transad businessbusines in the Ste of Indiana certifiescertifie the following factsfact

ARTICLE VI Board ófDirectorsófDirector

Tte namesname and businessbusines addressesaddresse olthe Board of DirectorsDirector of the Corporation are followsfollow

Name AddressAddres Numbec street city ste and ZIPcoit

Michael An 511 Palmetto Ave It 203 Ontario CA 91762

In witnesswitnes thereof the undersigned being the__________________________________________________ of said Corporation executesexecute thisthiflUe officer or Chairman of Board

Application For Certificate Of Authority and verifiesverifie subject to penaltiespenaltie of perjury that the factsfact rntained herein are true thisthi

/6day of_____________________ 2Oc24

Sign tire --7 Pnnted name

icjJæCL oQ 92

STATE OF INDIANA

OFFICE OF THE SECRETARY OF STATE

CERTIFICATE OF AUTHORIZATION

To Whom These PresentsPresent Come GreetingsGreeting

TODD ROKITA Secretary of State of Indiana do hereby certif that am by virtue of the lawslaw of the State of Indiana

the custodian of the corporate recordsrecord and proper official to execute thisthi certificate

further certifi that recordsrecord of thisthi office disclose that

GLOBAL IN VESTMENT CONSULTING 1NC

duly filed the requisite documentsdocument to commence businessbusines activitiesactivitie under the lawslaw of State of Indiana on December 16 2009

and was in existence or authorized to transact businessbusines in the State of Indiana on December 22 2009

further certi thisthi 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 WitnessWitnes Whereof have hereunto set my hand

and affixed the seal of the State of Indiana at the

city of IndianapolisIndianapoli thisthi Twenty-Second Day of

December 2009

ztTODD ROKITA Secretary of State

2009121700642/2009122260928

$2500000

City of Marion Indiana

Taxable Economic Development Revenue Bond

SeriesSerie 2009 Global Investment Consulting Inc Project

the Bond

GENERAL CERTIFICATE OF BORROWER

The undersigned Global Investment Consulting Inc Nevada corporation the

Company hereby certifiescertifie in connection with the issuance of the Bond that

The Company is corporation duly organized and validly existing under the lawslaw of

the State of Nevada and authorized to transact businessbusines in the State of Indiana

Attached hereto or included in the transcript of which thisthi certificate is apart are true

correct and complete copiescopie of the ArticlesArticle of Incorporation and By-LawsBy-Law of the Company as

amended to the date hereof which ArticlesArticle of Incorporation and By-LawsBy-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 DirectorsDirector adopted by unanimousunanimou

written consent approving and authorizing the execution of the Loan DocumentsDocument as defined below

among other thingsthing

The Company has all requisite power and authority to engage in the businessbusines

activitiesactivitie conducted or proposed to be conducted by it in respect to the economic development

facilitiesfacilitie to be financed by the Bond the Project to execute and deliver any and all documentsdocument

and agreementsagreement 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 SeriesSerie 2009 Note of the Company dated

December 17 2009 the Note the Loan Agreement and the Note collectively the Loan

DocumentsDocument and to perform its obligationsobligation under the Loan DocumentsDocument

The Company has authorized the execution delivery and due performance by the

Company of the Loan DocumentsDocument The Loan DocumentsDocument constitute legal valid and binding

obligationsobligation of the Company enforceable against it in accordance with their respective termsterm The

execution delivery and performance by the Company of the Loan DocumentsDocument will not violate the

CompanysCompany ArticlesArticle 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 businessbusines or prospectsprospect of the Company

that questionsquestion or affectsaffect the transactionstransaction contemplated by the Loan DocumentsDocument or the validity or

enforceability of the Bond the trust indenture for the Bond or the Loan DocumentsDocument that may

significantly affect the CompanysCompany ability to perform its obligationsobligation under the Loan DocumentsDocument

that may result in redemption or prepayment of the Bond or that contestscontest the existence or

powerspower 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 businessbusines 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 obligationsobligation under the

Loan DocumentsDocument to be performed or complied with on Or prior to the date hereof

Each of the representationsrepresentation and warrantieswarrantie of the Company contained in the Loan

DocumentsDocument 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 DocumentsDocument

II The Project will be located entirely within the boundariesboundarie of the City

Dated December 17 2009

GLOBAL INVESTMENT CONSULTING INC

By

dPrent4

NDSO1 BDD 1168200v1

WRITTEN CONSENT TO RESOLUTIONSRESOLUTION OF THESOLE DIRECTOR OF

GLOBAL IN VESTMENT 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 DirectorsDirector

WHEREASWHEREA the Company desiresdesire to finance certain costscost in connection with mixed use

project the Project in the City of Marion Indiana the City

WHEREASWHEREA to finance the Project the Company desiresdesire to borrow from the City the

proceedsproceed of bondsbond 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 DollarsDollar $2500000 the BondsBond

WHEREASWHEREA in connection with the issuance of the BondsBond there has been presented on

the date hereof formsform of Loan Agreement between the City and the Company including

SeriesSerie 2009 Note such Loan Agreement and SeriesSerie 2009 Note collectively the Financing

AgreementsAgreement

NOW THEREFORE BE IT RESOLVED BY THE SOLE DIRECTOR OF GLOBALINVESTMENT CONSULTING INC THAT

The Company shall borrow an amount not to exceed Two Million Five Hundred

Thousand DollarsDollar $2500000 from the proceedsproceed of the issuance and sale of the BondsBond by the

City The proceedsproceed of the BondsBond shall be applied to the financing of the Project including the

costscost of issuing of the BondsBond

The Financing AgreementsAgreement in the formsform attached to thisthi 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 AgreementsAgreement with such changeschange thereto as such

officer deemsdeem 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 documentsdocument and to take such actionsaction as such

member or person deemsdeem necessary or desirable to effect the foregoing resolution and any such

documentsdocument heretofore executed and delivered and any such actionsaction heretofore taken be and

hereby are ratified and approved

Executed by the sole Director as of the j$yof December 2009

INDSOI BDD l16S198vI

GUARANTY

flthIERSEINDIANA

City State

DFCFMRFR172DDQFor 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 participantsparticipant successorssuccessor and assignsassign called Lender at its option et eny time or from time totime to make loansloan or extend other accommodationsaccommodation to or for the eccount of MIChAEL VAN

lherein called Borrower or to engege in any other transactionstransaction with Borrower the Undersigned hereby absolutelyand unconditionally guaranteesguarantee to Lender the full and prompt payment when due whether at maturity or earlier byreason of acceleration or otherwise of the debtsdebt liabilitiesliabilitie and obligationsobligation described as followsfollow

If thisthi is checked the Undersigned guaranteesguarantee 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 extensionsextensionrenewalsrenewal or replacementsreplacement thereof hereinafter referred to as the IndebtednessIndebtednesIf thisthi is checked the Undersigned guaranteesguarantee to Lender the payment and performance of each andevery debt liability and obligation of every type and description which Borrower may now or at any timehereefter owe to Lender whether such debt liability or obligation now existsexist or is hereafter created orincurred and whether it is or may be direct or indirect due or to become due absolute or contingentprimary or secondary liquidated or unliquidated or joint several or joint and several all such debtsdebtliabilitiesliabilitie and obligationsobligation being hereinafter

collectively referred to as the lndebtednessl Without limitationthisthi guaranty includesinclude the following described debtsdebt

_________________________________________________

The Undersigned further acknowledgesacknowledge and agreesagree with Lender that

No act or thing need occur to establish theliability of the Undersigned hereunder and no act or thing except

full payment and discharge of all indebtednessindebtednes shall in any way exonerate the Undersigned or modify reduce limitor release the liability of the Undersigned hereunder

ThisThi is an absolute unconditional and continuing guaranty of payment of the IndebtednessIndebtednes and shall continueto be in force and be binding upon tha Undersigned whether or not all IndebtednessIndebtednes is paid in full until thisthiguaranty is revoked by written notice actuelly received by the Lender and such revocation shari not be effective asto IndebtednessIndebtednes existing or committed for at the time of actual receipt of such notice by the Lender or as to anyrenewalsrenewal extensionsextension and refinancingsrefinancing thereof If there be more than one Undersigned such revocation shall beeffective only as to the one ao revoking The death or incompetence of the Undersigned shall not revoke thisthiguaranty except upon actual receipt of written notice thereof by Lander and then only as to the decedent or theincompetent and only prospectively as to future transactionstransaction as herein set forth

If the Undersigned shall be dissolved shall die or shall be or become insolvent however defined or revokethisthi guaranty than the Lender shall have the right to declare immediately due and payable end the Undersignedwill forthwith pay to the Lender the full amount of all IndebtednessIndebtednes whether due and payable or unmatured If theUndersigned voluntarily commencescommence or there is commenced

involuntarily against the Undarsignad case under theUnited StatesState Bankruptcy Coda the full amount of all IndebtednessIndebtednes whether due and payable or unmaturad shallbe 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 IndebtednessIndebtednes without any limitation asto amounti plusplu accrued interest thereon and all other coatscoat feesfee and expenaaa agraad to be paid under all

agreementsagreement evidencing the IndebtadnassIndebtadnas and securing the payment of the IndebtednessIndebtednes and all attorneysattorney feesfeecollection costscost and enforcement expensesexpense referable thareto IndebtednessIndebtednes may be created and continued in anyamount whether or not in excessexces of such

principal amount without affecting or impairing the liability of the

Undersigned hereunder Tha Lander may apply any sumssum received by or available to Lender on account of theindebtednessindebtednes from Borrower or any other person except the Undersigned from their propertiespropertie out of anycollateral security or from any othar sourca to payment of the excessexces Such application of receiptsreceipt shall not reduceaffect or impair the

liability of the Undersigned hereunder If theliability of the Undaraigned is limited to stated

amount pursuant to thisthi paragraph any payment made by the Undersigned under thisthi guaranty shall be affectiveto reduce or discharge such liability only if accompanied by written transmittal document received by the Lendaradvising the Lender that euth payment is made under thisthi guaranty for such purpose

The Undersigned will pay or reimburse Lender for all costa and expensesexpense including reasonable attorneysattorney feesfeeand legal expensesexpense incurred by Lander in connection with the protection defense or enforcement of thisthi guarantyin any litigation or bankruptcy or insolvency proceedingsproceeding

ThisThi guaranty includesinclude the additional provisionsprovision on page all of which are made part hereof

ThisThi guaranty unsecured secured by mortgage or security agreement dated _______________________secured by _____________-

IN WITNESSWITNES WHEREOF thisthi guaranty baa been duly executed by the Underaignsd the day and year first abovewritten

MICHAEL AN

Undesisnod haIi eia to at poteon who rn thisthi guaranry oevnaty atd itinhib

Exj tt5anicero 5rstorno inn St cinud MN 55301 rOSM M.240 e7/2eese7/2ee For Corporoto Cuorontor use M25t page sf2

ADDITIONAL PROVISIONSPROVISION

Whether or not any existing relationship between the Undersigned and Borrower has been changed or ended

and whether or not thisthi guaranty has been revoked Lender may but shall not be obligated to enter into

transactionstransaction resulting in the creation or continuance of IndebtednessIndebtednes 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 actsact or thingsthing lwhich Lender is expressly authorized to do omit or suffer from

time to time both before and after revocation of thisthi guaranty without notice to or approval by the Undersignedi

lii any acceptance of collateral security guarantorsguarantor accommodation partiespartie or suretiessuretie for any or all IndebtednessIndebtednes

liii any one or more extensionsextension or renewalsrenewal of IndebtednessIndebtednes lwhether or not for longer than the original periodl or

any modification of the interest ratesrate maturitiesmaturitie or other contractual termsterm applicable to any IndebtednessIndebtednes hid any

waiver adjustment forbearance compromise or indulgence granted to Borrower any delay or lack of diligence in

the enforcement of IndebtednessIndebtednes or any failure to institute proceedingsproceeding file claim give any required noticesnotice 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 IndebtednessIndebtednes lv any discharge of any

evidence of IndebtednessIndebtednes or the acceptance of any instrument in renewal thereof or substitution tharefor Ivif any

failure to obtain collateral security including rightsright of setoffl for IndebtednessIndebtednes 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 losslos of any

collateral security lviii any foreclosure or enforcement of any collateral security lviiil any transfer of any

IndebtednessIndebtednes or any evidence thereof lixI any order of application of any paymentspayment or creditscredit upon IndebtednessIndebtednes

lxi any election by the Lender under 1111 bjl2j of the United StatesState Bankruptcy Code

The Undersigned waiveswaive any and all defensesdefense claimsclaim and dischargesdischarge of Borrower or any other obligor

pertaining to IndebtednessIndebtednes 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 limitationslimitation ras judicata statute of fraudsfraud fraud incapacity minority usury illegality or onenforceability

which may be available to Borrower or any other person liable in respect of any IndebtednessIndebtednes or any setoff

available against Lender to Borrower or any such other person whether or not on account of related transaction

The Undersigned expressly agreesagree 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

IndebtednessIndebtednes 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 amountsamount as though the BorrowersBorrower obligationsobligation had not been discharged

The Undersigned further agreesagree that the Undersigned shall be and remain obligated to pay IndebtednessIndebtednes even

though any other parson obligated to pay IndebtednessIndebtednes including Borrower has such obligation discharged in

bankruptcy or otherwise discharged by law Indebtedness5 shall include post-bankruptcy petition interest and

attorneysattorney feesfee and any other amountsamount which Borrower is discharged from paying or which do not otherwise accrue

to IndebtednessIndebtednes due to BorrowersBorrower discharge and the Undersigned shall remain obligated to pay such amountsamount as

though BorrowersBorrower obligationsobligation had not been discharged

If any payment applied by Lander to IndebtednessIndebtednes 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 IndebtednessIndebtednes to which such payment was applied shall for the purposespurpose of thisthi guaranty

be deemed to have continued in existence notwithstanding such application and thisthi guaranty shall be enforceable

as to such IndabtadnaasIndabtadnaa as fully as if such application had never bean made

10 Until the obligationsobligation of the Borrower to Lender have been paid in full the Undersigned waiveswaive any claim

remedy or other right which the Undersigned may now have or hereafter acquire against Borrower or any other

person obligated to pay IndebtednessIndebtednes arising out of the creation or performance of the UndersignedsUndersigned obligation

under thisthi 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 BorrowarsBorrowar debtsdebt whether or not such claim remedy or right

arisesarise in aquity or under contract statute or common law

11 The Undersigned waiveswaive presentment demand for payment notice of dishonor or nonpayment and protest

of any instrument evidencing IndebtednessIndebtednes Lender shall not be required first to resort for payment of the

IndebtednessIndebtednes to Borrower or other parsonsparson or their propertiespropertie or first to enforce realize upon or exhaust any

collateral security for IndebtednessIndebtednes before enforcing thisthi guaranty

12 The liability of the Undersigned under thisthi guaranty is in addition to and shall be cumulative with all other

liabilitiesliabilitie of the Undersigned to Lender as guarantor or otherwise without any limitation as to amount unlessunles the

instrument or agreement evidencing or creating such other liability specifically providasprovida to the contrary

13 ThisThi guaranty shall be enforceable against each parson signing thisthi guaranty even only one person signssignand regardlessregardles of any failure of othar parsonsparson to sign thisthi guaranty If there be more than one signer all

agreementsagreement and promisespromise 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 ThisThi

guaranty shall be effective upon delivery to Lender without further act condition or acceptance by Lander shall be

binding upon the Undersigned and the hairshair representativesrepresentative successorssuccessor and assignsassign of the Undersigned and shall

inure to the benefit of Lender and its participantsparticipant successorssuccessor and assignsassign Any invalidity or unenforceability of any

provision or application of thisthi guaranty shall not affect other lawful provisionsprovision end application haraof and to thisthi

and the provisionsprovision of thisthi guaranty are declared to be severable Except as authorized by the termsterm herein thisthi

guaranty may not be waived modified smandad terminated released or otherwise changed except by writing

signed by the Undersigned and Lender ThisThi guaranty shall be governed by the lawslaw of the State in which it is

executed The Undersigned waiveswaive notice of LendersLender acceptance hereof

rpoee of

eaonkon systemssystem inn. 5t cioud MN assor FORM MOosMOo 917/2005 For Cosporate 0oarantnr use M-2ao

FIRST FARMERSFARMER 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

LENDERSLENDER NAME AND ADDRESSADDRES BORROWERSBORROWER NAME AND ADDRESSADDRES

ERRORSERROR AND OMISSIONSOMISSION AGREEMENT

The undersigned borrowersborrower in consideration of the closing of certain loan by FIRST FARMERSFARMER BANK AND TRUST IMARIONI

the Lender to GLOBAL INVESTMENT INC

BorrowersBorrower 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 thisthi ErrorsError and OmissionsOmission Agreement agreesagree 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 loanclosing

documentsdocument so that alt documentsdocument

accurately describe the loan between the undersigned borrowersborrower and the Lender and thusthu allow the Lender to sell convey seek

guaranty or obtain insurance for or market said loan to any purchaser includingbut 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 VeteransVeteran AffairsAffair or Municipal Bonding Authority

The undersigned borrowersborrower further agreesagree to comply with all above noted reasonable requestsrequest by the Lender withinthirty 30 daysday

from the date of the mailing of the correction requestsrequest by the Lender The undersigned borrowersborrower agreesagree to assume alt costscost

inctudtng by way of ttlussration and not timitation acniat expensesexpense legal feesfee and marketing tossestosse forfaiting to reasonabty comply with

the Lenderrequestsrequest within the

specified thirty 30 daysday

DATED thisthi 17THday of DECEMBER 2009

OLORAE INVESTMENT INC

OweId

Borrower

Borrower

Borrower

takstak Systnm cIud MN l1ess-35-23at Fan FROM 0754 tpee taft

MORTGAGE SECURITY AGREEMENTASSIGNMENT OF RENTSRENT AND FIXTURE FILING

FOR PURPOSESPURPOSE OF THE SECURITY AGREEMENT CONTAINED IN THISTHIINSTRUMENT

THE SECURED PARTY AND THE DEBTOR AND THEIR RESPECTIVEADDRESSESADDRESSE ARE AS FOLLOWSFOLLOW

SECURED PARTY FIRST FARMERSFARMER BANK AND TRUST123 JEFFERSON ST

CONVERSE IN 46919

DEBTOR Global Investment Consulting Inc

511 Palmetto Ave Ste1003

Ontario CA 91762

THISTHI INSTRUMENT WHEN RECORDED SHALL CONSTITUTE FIXTUREFILING FOR PURPOSESPURPOSE OF THE UNIFORM COMMERCIAL CODE THEADDRESSADDRES OF THE SECURED PARTY SHOWN ABOVE IS THE ADDRESSADDRES ATWHICH INFORMATION CONCERNING THE SECURED PARTYSPARTY SECURITYINTEREST MAY BE OBTAINED

Global Investment Consulting Inc Mortgagor MORTGAGESMORTGAGE ANDWARRANTSWARRANT to FIRST FARMERSFARMER BANK AND TRUST an Indiana banking institution

with its principal office in Converse Indiana Bank and the Mortgagor GRANTSGRANTSECURITY 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 thisthi Mortgage Security Agreement Assignment of RentsRent and

Fixture Filing Mortgage and incorporated herein by thisthi reference RealEstate and

any and all itemsitem of furniture machinery equipment or other tangible

personal property which is now or hereafter becomesbecome 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 improvementsimprovement rightsright privilegesprivilege interestsinterest easementseasement

hereditamentshereditament and appurtenancesappurtenance thereunto belonging or in any manner

pertaining thereto and the proceedsproceed therefrom all of such Real Estate

Personal Property and other rightsright are hereafter referred to collectively as the

Mortgaged PremisesPremise

ThisThi Mortgage is given to secure all of the MortgagorsMortgagor ObligationsObligation to the Bank

The term ObligationsObligation as used in thisthi Mortgage meansmean all present and future

obligationsobligation 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 renewalsrenewal extensionsextension modificationsmodification amendmentsamendment or

replacementsreplacement of the above provided however that any such ObligationsObligation as well

as any future advancesadvance made under the termsterm of thisthi Mortgage or otherwise shall

he secured by thisthi Mortgage in total aggregate amount not to exceed Five

Million and 00/100 DollarsDollar $5000000.00

As additional security for the ObligationsObligation the Mortgagor assignsassign to the Bank the rentsrent

issuesissue and profitsprofit of the Mortgaged PremisesPremise including any rentsrent and all other amountsamount

collectively Rental PaymentsPayment which are due or shall become due to the Mortgagor

under the termsterm of any present or future lease agreementsagreement oral or written of all or any

portion of the Mortgaged PremisesPremise All such rentsrent issuesissue profitsprofit and Rental PaymentsPayment

are hereafter collectively referred to as the RentsRent ThisThi Assignment of RentsRent is an

absolute assignment and is intended to vest in lhe Bank the right to collect all RentsRent

subject only to the conditional license to collect RentsRent granted by the Bank to the

Mortgagor under the termsterm of Paragraph of thisthi Mortgage

The Mortgagor further covenantscovenant and agreesagree as followsfollow

The Mortgagor shall pay and perform all of the ObligationsObligation promptly

when payment or performance is due with reasonable attorneysattorney feesfee and costscost of

collection and without relief from valuation and appraisement lawslawThe Mortgagor shall keep the Mortgaged PremisesPremise 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 PremisesPremise The Mortgagor shall promptly restore any

part of the Mortgaged PremisesPremise which may be damaged or destroyed The Mortgagor

shall pay when due all taxestaxe and assessmentsassessment levied or assessed against the Mortgaged

PremisesPremise or any part thereof

The Mortgagor shall comply with all statutesstatute ordinancesordinance rulesrule

regulationsregulation ordersorder and directionsdirection of any legislative executive administrative or judicial

body or official applicable to the Mortgaged PremisesPremise or any part thereof or to the

Mortgagor or to the operation of any businessbusines of Mortgagor which directly affectsaffect the

Mortgaged PremisesPremise provided however that the Mortgagor may contest any of the

mattersmatter referred to in thisthi paragraph as provided in the ObligationsObligation or otherwise in any

reasonable manner which in the judgment of the Bank will not adversely affect the rightsright

of the Bank its successorssuccessor or assignsassign

The Mortgagor shall procure and maintain in effect at all timestime insurance

written by insurance companiescompanie acceptable to the Bank which insuresinsure against losslos or

destruction of the Mortgaged PremisesPremise by fire wind storm lightning vandalism and

maliciousmaliciou mischief and such other perilsperil as are generally covered by extended coverage

insurance for the full replacement value of the Mortgaged PremisesPremise All policiespolicie

providing such insurance shall provide that any losslos thereunder shall be payable to the

Bank under standard form of secured lenderslender losslos payable endorsement The

Mortgagor shall also procure businessbusines interruption insurance in such amountsamount as the Bank

may reasonably require The Mortgagor authorizesauthorize the Bank to endorse on MortgagorsMortgagor

behalf and to negotiate draftsdraft representing proceedsproceed of such insurance provided that the

Bank shall remit to the Mortgagor such surplussurplu if any as remainsremain after the proceedsproceed have

been applied at the BanksBank option to the satisfaction of the ObligationsObligation or to the

establishment of cash collateral account securing the ObligationsObligation or to the

restoration of the Mortgaged PremisesPremise 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 BanksBank satisfaction that restoration of the Mortgaged PremisesPremise is

physically and economically feasible such proceedsproceed shall be applied at the MortgagorsMortgagor

option and to the extent necessary as provided in the foregoing clause and any

balance shall be remitted to the Mortgagor CertificatesCertificate evidencing the existence of all of

the insurance required under the termsterm of thisthi Mortgage shall be furnished to the Bank

and the original policiespolicie providing such insurance shall be delivered to the Bank at the

BanksBank request

Upon demand and failure of the Mortgagor so to do the Bank may in its

discretion advance and pay all sumssum necessary to protect and preserve the Mortgaged

PremisesPremise and all sumssum so advanced and paid by the Bank shall become part of the

indebtednessindebtednes secured hereby shall bear interest from date of payment at rate equal to

the then highest applicable rate of the ObligationsObligation plusplu three percent 3.0% per annum

and shall be payable to the Bank upon demand Such sumssum shall include but not be

limited to taxestaxe assessmentsassessment and other chargescharge which may be or become senior to

thisthi Mortgage as lienslien on the Mortgaged PremisesPremise or any part thereol the cost of any

title insurance surveyssurvey or other evidence which in the discretion of the Bank may be

required in order to evidence insure or preserve the lien of thisthi Mortgage all costscost

expensesexpense and reasonable attorneysattorney feesfee incurred by the Bank in respect of any and all

legal and equitable actionsaction which relate to thisthi Mortgage or to the Mortgaged PremisesPremise

and the cost of any repairsrepair respecting the Mortgaged PremisesPremise which are reasonably

deemed necessary by the Bank

If all or any part of the Mortgaged PremisesPremise 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 PremisesPremise the amount of any award or other payment for such

taking or damagesdamage made in consideration thereof to the extent of the Bill amount of the

then remaining unpaid ObligationsObligation is hereby assigned to the Bank which is empowered

to collect and receive the same and to give proper receiptsreceipt therefor in the name of the

Mortgagor and all such sumssum 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 ObligationsObligation or to the establishment of cash collateral account for the

ObligationsObligation 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 PremisesPremise

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 BanksBank satisfaction

that any proposed alteration restoration or rebuilding is physically and economically

feasible such awardsaward shall be applied at the MortgagorsMortgagor 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 determinesdetermine

that payment or performance of any of the ObligationsObligation is insecure the Bank may

demand sue for receive and give receiptsreceipt and satisfactionssatisfaction for all RentsRent 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 PaymentsPayment to the

Bank given pursuant to the immediately preceding sentence the Mortgagor may collect

Rental PaymentsPayment provided that no RentsRent shall be collected by the Mortgagor more than

thirty 30 daysday in advance of the period of occupancy to which they relate Rental

PaymentsPayment 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 ObligationsObligation to the extent that any are then due

and payable Any balance remaining after satisfaction of all ObligationsObligation 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 PremisesPremise accompanied by copy of thisthi

Mortgage shall be sufficient authority for such tenant thereafter to make all Rental

PaymentsPayment 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 PaymentsPayment to the

Bank pursuant to the BanicsBanic demand any tenant of the Mortgaged PremisesPremise shall he as

fully discharged of its obligationsobligation under any lease agreementsagreement to the extent of such

paymentspayment as if such paymentspayment had been made directly to the Mortgagor If at any time

Rental PaymentsPayment are required to be made directly to the Bank under the termsterm of thisthi

paragraph and notwithstanding such requirement such paymentspayment are made to the

Mortgagor the Mortgagor will receive such paymentspayment in trust for the Bank and will

forward them immediately to the Bank in the form in which received adding only such

endorsementsendorsement or assignmentsassignment as may be necessary to perfect the BanksBank title thereto Any

amountsamount collected by the Bank pursuant to the assignment of rentsrent contained in thisthi

Mortgage shalt be applied by the Bank to the payment of such of the ObligationsObligation as are

then due and payable as the Bank in its sole discretion shall determine If no ObligationsObligation

are then due and payable such amountsamount may be held by the Bank as cash collateral for

the ObligationsObligation without liabilityfor interest thereon provided that the Bank shall at the

direction of the Mortgagor invest such amountsamount for the account and at the risk of the

Mortgagor in U.S Treasury BillsBill with lessles than 60 daysday remaining to maturity or in

similar essentially risk-free cash equivalent investmentsinvestment as the Mortgagor may

reasonably direct and any earningsearning derived from such investmentsinvestment will become part of

the cash collateral account Any portion or all of the cash collateral account which is not

applied to ObligationsObligation pursuant to the termsterm of thisthi paragraph may at the discretion of the

Bank be turned over and/or released to the Mortgagor The authority given to collect

RentsRent conferred upon the Bank under the termsterm of thisthi Mortgage is irrevocable

The Mortgagor grantsgrant tn the Bank as secured party security interest in

the Personal Property in accordance with the provisionsprovision of the Uniform Commercial

Cnde as enacted in Indiana The Mortgagor authorizesauthorize the Bank at the expense of the

Mortgagor to execute on its behalf and file any financing statementsstatement deemed necessary

by the Bank to perfect its security interest in the Personal Property and to file such

financing statementsstatement in those public officesoffice deemed necessary by the Bank Such

financing statementsstatement 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 thisthi Mortgage

If after the execution of thisthi Mortgage applicable law requiresrequire the

taxation of thisthi Mortgage or any Obligation secured by thisthi Mortgage the Mortgagor

upon demand by the Bank shallpay such taxestaxe or reimburse the Bank therefor unlessunles 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 BanksBank federal or state

income taxestaxe

10 As used in thisthi paragraph the following termsterm have the meaningsmeaningindicated

Clean-up Clean-up meansmean the removal or remediation of

Contamination or other response to Contamination in compliance with all

Environmental LawsLaw and to the satisfaction of all applicable governmental

agenciesagencie and in compliance with good commercial practice

Contamination Contamination meansmean the Release of any HazardousHazardou

Substance on in or under the Real Estate or the presence of any

HazardousHazardou Substance on in or under the Real Estate as the result of

Release or the emanation of any HazardousHazardou Substance from the Real

Estate

Environmental LawsLaw Environmental LawsLaw meansmean all federal state and

local lawslaw statutesstatute codescode ordinancesordinance regulationsregulation rulesrule or other

requirementsrequirement with the force of law including but not limited to consent

decreesdecree and judicial or administrative ordersorder relating to the environment

including but not limited to those applicable to the use storage treatment

disposal or Release ofany HazardousHazardou SubstancesSubstance 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 AmendmentsAmendment and

Reauthorization Act of 1986 SARA the Resource Conservation and

Recovery Act of 1976 as amended RCRA the Clean Water Act as

amendçd the Clean Air Act as amended the Federal Insecticide

Fungicide and Rodenticide Act as amended the HazardousHazardou MaterialsMaterial

Transportation Act as amended and any and all Indiana environmental

statutesstatute including without limitation those codified under Title 13 of the

Indiana Code any federal state or local environmental statutesand all

regulationsregulation promulgated under or pursuant to such federal state or local

statutesstatute

HazardousHazardou Substance HazardousHazardou Substance meansmean any hazardoushazardou

waste or hazardoushazardou substance or any pollutant or contaminant or toxic

substance or other chemicalschemical or substancessubstance including without limitation

asbestosasbesto petroleum polychlorinated biphenylsbiphenyl and any other substance

regulated hy any Environmental LawsLaw

Release Release meansmean the spilling leaking disposing discharging

dumping pouring emitting depositing injecting leaching escaping or

other release or threatened release whether intentional or unintentional of

any HazardousHazardou Substance

Regulatory ActionsAction Regulatory ActionsAction meansmean any claim demandaction 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

costscost damagesdamage penaltiespenaltie or expensesexpense

Third-party ClaimsClaim Third-party ClaimsClaim meansmean any claim actiondemand or proceeding other than Regulatory Action based on

negligence trespasstrespas strict liability nuisance toxic tort or detriment to

human health or welfare due to Contamination whether or not seeking

costscost damagesdamage penaltiespenaltie or expensesexpense and including any action for

contribution to Clean-up costscost

Mortgagor shall indemnify defend and hold harmlessharmles the Bank and its affiliatesaffiliate

shareholdersshareholder directorsdirector officersofficer employeesemployee and agentsagent all being included in the wordBank for purposespurpose of thisthi paragraph from any and all claimsclaim causescause of action

damagesdamage demandsdemand finesfine liabilitiesliabilitie losseslosse penaltiespenaltie judgmentsjudgment settlementssettlement expensesexpenseand costscost however defined and of whatever nature known or unknown absolute or

contingent including but not limited to attorneysattorney feesfee consultantsconsultant feesfee feesfee of

environmental or other engineersengineer and related expensesexpense including without limitation

expensesexpense related to site inspectionsinspection and soil and water analysesanalyse 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 HazardousHazardou 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 activitiesactivitie 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 costscost and

expensesexpense of any Clean-up The Mortgagor representsrepresent and covenantscovenant that the MortgagorsMortgagor

storage generation transportation handling or use if any of HazardousHazardou SubstancesSubstance on

or from the Real Estate is currently and shall remain at all timestime in compliance with all

applicable Environmental LawsLaw If any Clean-up is required with respect to the Real

Estate the Mortgagor shall expeditiously complete such Clean-up at the MortgagorsMortgagor

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 termsterm of thisthi paragraph the Bank may at its sole discretion and

without any obligation to complete any Clean-up which it may cause to be commencedcause the Clean-up or partial Clean-up of the Real Estate and

pay on behalf of the

Mortgagor any costscost finesfine or penaltiespenaltie imposed on the Mortgagor pursuant to anyEnvironmental LawsLaw 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 provisionsprovision of anyEnvironmental Law and all costscost and expensesexpense of the Bank incurred in pursuing any of

the remediesremedie provided in thisthi paragraph shall be added to the obligationsobligation secured by thisthi

Mortgage which costscost and expensesexpense 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 ObligationsObligation plusplu three percent 3% per annum until paid

11 The occurrence of any of the following eventsevent shall be deemed Default

under thisthi Mortgage

the Mortgagor shall fail to pay or perform any of the termsterm and conditionscondition

of any of the ObligationsObligation as well as any lease loan or collateral

documentsdocument arising out of or related thereto including but limited to thisthi

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 termsterm and

conditionscondition of thisthi Mortgage or

the Mortgagor shall abandon the Mortgaged PremisesPremise

12 Upon the occurrence and continuance of Default all indebtednessindebtednes

secured hereby shall at the option of the Bank become immediately due and payable and

thisthi Mortgage may be foreclosed accordingly The Bank shall be entitled to the

appointment of receiver for the Mortgaged PremisesPremise to collect the rentsrent and profitsprofit and

to maintain the Mortgaged PremisesPremise during any foreclosure proceedingsproceeding The Bank shall

have the option of proceeding as to both the Real Estate and the Personal Property in

accordance with its rightsright and remediesremedie in respect of the Real Estate in which event the

default provisionsprovision of the Uniform Commercial Code shall not apply If the Bank electselect

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 addressaddres stated above at least ten 10 daysday prior to such

sale or disposition In any action to foreclose thisthi Mortgage the Bank shall be entitled to

recover in addition to all reasonable attorney and related paraprofessional expensesexpense

incurred in connection therewith all other reasonable costscost and expensesexpense associated with

foreclosure including without limitation all expensesexpense incurred for title searchessearche

abstractsabstract of title title insurance appraisalsappraisal surveyssurvey and environmental assessmentsassessment

reasonably deemed necessary by the Bank all of which costscost and expensesexpense shall be

additional amountsamount secured by thisthi Mortgage As used in the preceding sentence the

term environmental assessmentsassessment meansmean inspectionsinspection and reportsreport of environmental

engineersengineer or firmsfirm of environmental engineersengineer or other appropriate expertsexpert and

associated samplingssampling and testingstesting 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 tankstank or any asbestosasbesto in on or

under the Real Estate and if so whether there are any violationsviolation of Environmental LawsLawin connection therewith As used in thisthi paragraph the termsterm Contamination

Clean-up and Environmental LawsLaw are used as defined in numbered Paragraph 10

13 The Bank at its option and on such termsterm as it may desire may extend the

time of payment or performance of any part or all of the ObligationsObligation or release any part

of the Mortgaged PremisesPremise from the lien of thisthi Mortgage without impairing the lien of

thisthi Mortgage except as to the portion of the Mortgaged PremisesPremise expressly released and

without releasing the Mortgagor or any guarantorsguarantor or suretiessuretie of or from any of the

obligationsobligation No delay by the Bank in the exercise of any of its rightsright under thisthi Mortgage

shall preclude the subsequent exercise thereof so long as any Default continuescontinue uncured

and no waiver by the Bank of any Default of the Mortgagor shall operate as waiver of

subsequent or other DefaultsDefault The making of any payment by the Bank for any of the

purposespurpose herein permitted shall not constitute waiver of any breach of the MortgagorsMortgagor

covenant to perform such act Notice by the Bank of its intention to exercise any right or

option under thisthi Mortgage is expressly waived by the Mortgagor and any one or more

of the BanksBank rightsright or remediesremedie under thisthi Mortgage may be enforced successively or

concurrently Time is of the essence of thisthi Mortgage

14 If Mortgagor shall sell assign or otherwise transfer ownership of the

Mortgaged PremisesPremise or create or permit to exist any other lienslien or encumbrancesencumbrance on the

Mortgaged PremisesPremise or any part thereof without the prior written consent of Bank all

ObligationsObligation secured by thisthi Mortgage shall at the option of Bank and without notice or

demand become immediately due and payable

15 All obligationsobligation of the Mortgagor under thisthi Mortgage shall extend to and

be binding upon the successorssuccessor and assignsassign of the Mortgagor arid shall inure to the

benefit of the Bank and its successorssuccessor and assignsassign

16 ThisThi Mortgage shall be governed by and construed and enforced in all

casescase by the substantive lawslaw of the State of Indiana notwithstanding the fact that Indiana

conflictsconflict of law rulesrule might otherwise require the substantive rulesrule of law of another

jurisdiction to apply

17 Bank and Mortgagor agree that upon the written demand of either partywhether made before or after the institution of any legal proceedingsproceeding but prior to the

rendering of any judgment in that proceeding all disputesdispute claimsclaim and controversiescontroversiebetween them whether individual joint or classclas in nature arising from and of the

ObligationsObligation any loan or collateral documentsdocument arising out of or related thereto includingbut not limited to thisthi Mortgage or otherwise including without limitation contract

disputesdispute and tort claimsclaim shall be resolved by binding arbitration pursuant to the

Commercial rulesrule of the American Arbitration Association AAA Any arbitration

proceeding held pursuant to thisthi arbitration provision shall be conducted in the city

nearest the MortgagorsMortgagor addressaddres having an AAA regional office or at any other place

selected by mutual agreement of the partiespartie No act to take or dispose of any MortgagedPremisesPremise shall constitute waiver of thisthi arbitration agreement or be prohibited by thisthi

arbitration agreement ThisThi arbitration provision shall not limit the right of either party

during any dispute claim or controversy to seek use and employ ancillary or

preliminary rightsright and/or remediesremedie judicial or otherwise for the purposespurpose 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 bedeemed an election of remediesremedie Such remediesremedie 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 rightsright relating to personal property with or without judicial processprocespursuant to the Uniform Commercial Code Any disputesdispute claimsclaim or controversiescontroversie

concerning the lawfulnesslawfulnes or reasonablenessreasonablenes of an act or exercise of any right or remedy

concerning any Mortgaged PremisesPremise including any claim to rescind reform or otherwise

modify any agreement relating to the Mortgaged PremisesPremise 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 maybe entered in any court having jurisdiction The statute of limitationslimitation estoppel waiverlacheslache and similar doctrinesdoctrine which would otherwise be applicable in an action brought by

party shall be applicable in any arbitration proceeding and the commencement of anarbitration proceeding shall be deemed the commencement of any action for these

purposespurpose The Federal Arbitration Act Title of the United StatesState Code shall apply to

the construction interpretation and enforcement of thisthi arbitration provision

18 THE MORTGAGOR AND BANK BY ITS ACCEPTANCE HEREOFHEREBY VOLUNTARILY KNOWINGLY IRREVOCABLY ANDUNCONDITIONALLY WAIVE ANY RIGHT TO HAVE JURY PARTICIPATERESOLVING ANY DISPUTE WHETHER BASED UPON CONTRACT TORT OROTHERWISE BETWEEN OR AMONG THE MORTGAGOR AND BANK ARISING

OUT OF OR iN ANY WAY RELATED TO THISTHI MORTGAGE OR ANY OTHERLOAN OR COLLATERAL DOCUMENT THISTHI PROVISION IS MATERIALINDUCEMENT TO LENDER TO PROVIDE THE FINANCING DESCRIBEDHEREIN OR IN THE OTHER LOAN DOCUMENTSDOCUMENT

Dated December 17 2009

Global Investment Consulting Inc

MichaeAnj4cretar

STATE OF INDIANA

SSCOUNTY 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

WITNESSWITNES my hand and Notarial seal thisthi 17th day of December 2009

My Commission ExpiresExpire 3--lNotary Public

MyCountyofResidence ____________

Printed

THiSTHi INSTRUMENT PREPARED BY Michael Belcher Officer of First FarmersFarmer Bank

Trust 123 Jefferson St Converse In 46919

affirm under the penaltiespenaltie for perjury that have taken reasonable care to redact each

Social Security number in thisthi document unlessunles required by law Michael Belcher of

First FarmersFarmer Bank Trust

TITLEINS.FELENO LT 09-1587INVOICE

ABSTRACT NO 09-1830 GRANT COUNTY ABStRACT CO INC

DATE December 17 2009 PHONE 664-7371-P.O BOX 897

To Global Investment Consulting200 SOUTH WASHINGTON STREET

Inc MARION INDIANA 46952

NO MONKEY BUSINESSBUSINES WE GIVE SERViCE

Recording TitleDate Key FeesFee 1nsurance1 Abstracting

2/O8/0 LotsLot 77 78 92 WhitesWhite 6th and Pt

LotsLot 22 23 Nelson GaunttsGauntt

LT 09-1587 $2500000.00 4375.0TIEF feesfee 5.0

Owner GLOBAL INVESTMENT CONSULTING INC

Title Insurance Binder Commitment Xl Ordered By Michael Beicher

sc Abstract Delivered To same

RemarksRemark TOTAL $4380.00

IyuyeitJideInsurance rporation

NATIONAL HEADQUARTERSHEADQUARTERRICHMOND VIRGINIA

SCHEDULE COMMITMENT FOR TITLE INSURANCE

Effective Date December 2009 at 800 Case No LT 09-1587

Policy or policiespolicie to be issued

Amount $________________

ALTA OwnersOwner Policy 6-17-2006ALTA Residential Title Insurance Policy

Proposed insured

ALTA Loan Policy 6-17-2006 Amount 2500000.00

Proposed insured First FarmersFarmer Bank and Trust

Amount S_______________

Proposed insured

Title to the Fee Simple estate or interest in the land described or referred to

thisthi Commitment is at the effective date hereof vested in

GLOBAL INVESTMENT CONSULTING INC

The land referred to in thisthi Commitment is described as followsfollow

LotsLot Numbered Seventy-seven 77 and Seventy-eight 78 and the South half of Lot

Number Ninety-two 92 all in WhitesWhite Sixth Addition to the Town now City of Marion

Indiana

ALSO The vacated East-West alley lying along the North endsend of said LotsLot Number 77

and 78

ALSO The North one half 1/2 of Lot Number Ninety-two 92 in WhitesWhite Sixth 6thAddition 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 PresPreAuthor/zq Officer or Agent Harry Finch so

LIE LTIC LITIC LTIC LTIC bTIClL2FI

Form No 91-88 SCH.A ThisThi commitment is invalid unlessunles the Insuring

035-l-088-000l/l0 ProvisionsProvision and SchedulesSchedule and are attached

LawyersLawyer Title Insurance CorporationSchedule 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 GaunttsGauntt 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 StreetsStreet at the Northwest corner of the North one half of

Lot Number 22 in Nelson and Gauntt1sGauntt1 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 CaunttsCauntt Addition to the City of Marion Indiana

ALSO The South half 1/2 of Lot Numbered Twenty-three 23 in Nelson and CaunttsCauntt

Addition to the Town now City of Marion Indiana

ALSO The North half 1/2 of Lot Numbered Twenty-three 23 in Nelson and CaunttsCauntt

Addition to the Town now City of Marion Indiana

Jnsurance @rporation

NATIONAL HEADQUARTERSHEADQUARTERRICHMOND VIRGINIA

SCHEDULE Section

RequirementsRequirement

The following are the requirementsrequirement to be complied with

Item Payment to or for the account of the grantorsgrantor or mortgagorsmortgagor of the full

consideration for the estate or interest to be insured

Item Proper instrumentsinstrument 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 seriesserie of the HUD form as TIEFF

Title Insurance Enforcement Fund Fee charge

Mortgage from Global Investment Consulting Inc to First FarmersFarmer Bank and Trust

MortgagorsMortgagor 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 recordsrecord that signatory signatoriessignatorie

is are authorized to mortgage insured land

ThisThi commitment is invalid unlessunles the insuring schedule Section

ProvisionsProvision and SchedulesSchedule and are attached Page Commitment No LT 09-1587

Form No 91-88 2-1035-l-O88000l/lO

Jnsurance rporation

NATIONAL HEADQUARTERSHEADQUARTERRICHMOND VIRGINIA

COMMITMENT FOR TITLE INSURANCE

SCHEDULE Section

ExceptionsException

The policy or policiespolicie to be issued will contain exceptionsexception to the following unlessunles the same

are disposed of to the satisfaction of the Company

DefectsDefect lienslien encumbrancesencumbrance adverse claimsclaim or other mattersmatter if any created first

appearing in the public recordsrecord or attaching subsequent to the effective date hereof

but prior to the date the proposed insured acquiresacquire for value of record the estate or

interest or mortgage thereon covered by thisthi Commitment

RightsRight or claimsclaim of partiespartie in possession boundary line disputesdispute overlapsoverlap

encroachmentsencroachment and any other mattersmatter not shown by the public recordsrecord which would be

disclosed by an accurate survey and inspection of the land described in Schedule

EasementsEasement or claimsclaim or easementseasement not shown by the public recordsrecord

Any lien or right to lien for servicesservice labor or material heretofore or hereafter

furnished imposed by law and not shown by the public recordsrecord

TaxesTaxe or assessmentsassessment which are not shown as existing lienslien by either the public recordsrecord

or the recordsrecord of any taxing authority that levieslevie taxestaxe or assessmentsassessment on real

property

TaxesTaxe for 2008 due and payable in 2009 and the taxestaxe for all subsequent yearsyear

LotsLot 77 78 WhitesWhite 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

ExemptionsExemption 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 requirementsrequirement 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 NumberLand $3500.00

Non-Taxable WhitesWhite 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

ImprovementsImprovementSee Schedule Section Continued

ThisThi commitment is invalid unlessunles the Insuring

ProvisionsProvision and SchedulesSchedule and are attached

directed to the

instructionsinstruction or

consumer credit

Schedule Section

Page Commitment No.LT 09-1587

LawyersLawyer Title Insurance CorporationSchedule Section contd

Page Commitment No LT 09-1587

ExemptionsExemption Charitable $3500.00 Standard Deduction$-0-

1t installment $-0-

2nd installment $-O

1/2 Lot 92 WhitesWhite 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-

ExemptionsExemption 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-

ExemptionsExemption 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

ExemptionsExemption 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

LawyersLawyer Title Insurance Corporation

Schedule Section contdPage Commitment No LT 09-1587

Parcel Number 016-02028-80

Land$14500.00 Improvements$-0-

ExemptionsExemption 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-

ExemptionsExemption 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 TreasurersTreasurer Office at

765-668-6556 to confirm amountsamount dim

Subject tc 2008 taxestaxe due and payable in 2009

AFFIDAVIT OF MORTGAGOR

STATE OF INDIANA

SE AddressAddresCOUNTY OF GRANT

Purchase Price 0.00

VA NumberFHA Number

The undersigned being first duly sworn upon oath state that

We have purchased the property known by the addressaddres shown above and

described in Preliminary Certificate issued pursuant to the above numbered

order and have simultaneously hereto executed note and mortgage which

mortgage constitutesconstitute 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 billsbill or claimsclaim for labor performed

or material furnished for the construction repair or alteration of

improvementsimprovement 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

agreementsagreement financial statementsstatement leaseslease contractscontract or chattel mortgagesmortgageaffecting title to the property or any chattel or fixture placed on or

installed on the property

We are over eighteen 18 yearsyear of age citizenscitizen of the United StatesStatehave never been declared mentally incompetent nor adjudged bankrupt and

have never made an assignment for the benefit of creditorscreditor There are no

petitionspetition now pending against us for bankruptcy insolvency or incompetency

and we have no knowledge of any pending suitssuit or judgmentsjudgment 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 obligationsobligation which were contracted for

in connection with the purchase of the property or for the construction of

improvementsimprovement thereon

we have not and will not pay directly or indirectly any brokerage fee

commission service charge or other closing costscost except those permitted by

Federal Housing Administration or VeteransVeteran 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

improvementsimprovement on the property for which we have received credit against the

purchase price we further state that there are no unpaid obligationsobligation in

connection with the labor and material involved in the labor credit

agreementsagreement Delete if not applicable

The foregoing statementsstatement are true except for the following specific

changeschange additionsaddition or exceptionsexception

That there has been no change in the marital statusstatu of the affiantsaffiant

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 thisthi ________ day of ________________ _______

My Commission ExpiresExpire

Notary Public

My county of Residence

Notary Public-name printed

$2500000

City of Marion Indiana

Taxable Economic Development Revenue Bond

SeriesSerie 2009 Global Investment Consulting Inc Project

the SeriesSerie 2009 Bond

CERTIFICATE OF PAYMENT FOR AND RECEIPT OF BONDSBOND

First FarmersFarmer Bank Trust the Purchaser hereby certifiescertifie that

The Purchaser has caused to be delivered to First FarmersFarmer Bank Trust as trustee

the Trustee in payment for the SeriesSerie 2009 Bond an aggregate amount of $2500000 which

representsrepresent the par amount of the SeriesSerie 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 SeriesSerie 2009 Bond

Dated December 17 2009 FIRST FARMERSFARMER BANK TRUST

By____Title

IN1JSOIBDD 1168197W

December 17 2009

City of Marion Indiana

Marion Indiana

BarnesBarne Thornburg LLP

IndianapolisIndianapoli Indiana 46204

LadiesLadie and Gentlemen

The undersigned is thisthi day purchasing the City of Marion Indiana Taxable Economic

Development Revenue Bond SeriesSerie 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 FarmersFarmer Bank Trust as trustee The proceedsproceed 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 makesmake the following

representationsrepresentation and warrantieswarrantie which you may rely upon in connection with thisthi transaction

It is an institutional accredited investor as defined in Rule 501a1 or

under the SecuritiesSecuritie Act of 1933 as amended 1933 Act purchasing bondsbond for its own

account or for the account of another such institutional accredited investor and it is acquiring

the Bond for investment purposespurpose 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 businessbusines mattersmatter as to be capable of evaluating the meritsmerit and risk of its investment in the

Bond and invest in or purchase securitiessecuritie similar to the Bond in the normal course of its businessbusines

and it and any investor accountsaccount for which it is acting are able to bear the economic risk of their

or its investment for an indefinite period of time It confirmsconfirm 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 RevenuesRevenue as defined in the

Indenture as it deemsdeem to be necessary in connection with investment in the Bond It has

received read and commented upon copiescopie of the Indenture and the Loan Agreement Prior to

the purchase of the Bond it has been provided with the opportunity to ask questionsquestion of and

receive answersanswer from the representativesrepresentative of the Issuer and the Borrower concerning the termsterm

City of Marion Indiana

BarnesBarne Thornburg LLP

December 17 2009

Page

and conditionscondition of the Bond the tax statusstatu of the Bond legal opinionsopinion and enforceability of

remediesremedie 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 possessposses such information or can acquire it without unreasonable effort or

expense It is not relying on BarnesBarne Thornburg LLP or London Witte Group for information

concerning the financial statusstatu of the Issuer and the Borrower or the ability of the Issuer and the

Borrower to honor their respective financial obligationsobligation or other covenantscovenant under the Bond the

Indenture or the Loan Agreement It understandsunderstand that the projection of TIF RevenuesRevenue prepared

in coimection with the issuance of the Bond has been based on estimatesestimate of the investment in real

and personal property provided by the Borrower among other thingsthing

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 requirementsrequirement of

state and federal securitiessecuritie lawslaw

It understandsunderstand that the Bond has not been registered under the 1933 Act and

unlessunles 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 SecuritiesSecuritie Exchange Act of

1934 and the Investment Company Act of 1940 and regulationsregulation issued pursuant to such ActsAct or

ii no-action letter of the staff of the SecuritiesSecuritie 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 believesbelieve that the transferee is Qualified Institutional Buyer within

the meaning of Section of Rule 144A Rule 144A promulgated by the SecuritiesSecuritie and

Exchange Commission pursuant to the 1933 Act and has informed the transferee of the transfer

restrictionsrestriction applicable to the Bond and that the transferor may be relying upon Rule l44A with

respect to the transfer of the Bond

It understandsunderstand that the sale or transfer of the Bond in principal amountsamount lessles than

$100000 is prohibited other than through primary offering

It has investigated the security for the Bond including the availability of TIF

RevenuesRevenue to its satisfaction and it understandsunderstand that the Bond is payable from the issuance of City

of Marion Indiana Taxable Economic Development Revenue BondsBond as well as loan repaymentsrepayment

from the Borrower under the Loan Agreement and by available TIE RevenuesRevenue It further

understandsunderstand that the Issuer doesdoe not have the power or the authority to levy tax to pay the

principal of or interest on the Bond

City of Marion Indiana

BarnesBarne Thornburg LLPDecember 17 2009

Page

It understandsunderstand that interest on the Bond is taxable for federal income tax purposespurpose

Very truly yoursyour

FIRST FARMERSFARMER BANK TRUSTRU

By_______

Title iI.I

INOSOI BUD 1168195v2

$2500000

City of Marion Indiana

Taxable Economic Development Revenue Bond

SeriesSerie 2009 Global Investment Consulting Inc Project

the SeriesSerie 2009 Bond

CERTIFICATE OF TRUSTEE

The undersigned duly elected qualified and acting officer holding the office as indicated

below my signature of First FarmersFarmer Bank Trust the Bank hereby certifiescertifie that

The following officer of the Bank has been duly elected or appointed and qualified and is

resentl serving as sucha4hat

his/her signature is as

/rTyped or Printed Name

Vv57 erOfficial Title

Exhibit attached hereto is true and correct copy of excerptsexcerpt from the by-lawsby-law or other

documentary material establishing the trust authority of the Bank ii that Ron DouglasDougla 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 SeriesSerie 2009 BondsBond and iii that Ron DouglasDougla was authorized to authenticate

the SeriesSerie 2009 Bond

Dated December 17 2009

FIRSFIR F-ARMERSF-ARMER BANK TRUSTaC ustee

By cD2Printed zy2ZSzy2ZTitle -7-c5

INDSOL BOO 068193v1

$2500000

City of Marion Indiana

Taxable Economic Development Revenue Bond

SeriesSerie 2009 Global Investment Consulting Inc Project

the SeriesSerie 2009 Bond

CERTIFICATE OF AUTHENTICATION AND DELIVERYOF BONDSBOND AND APPLICATION OF BOND PROCEEDSPROCEED

First FarmersFarmer 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 certifiescertifie that

It has received from the Issuer the SeriesSerie 2009 Bond

It has caused the SeriesSerie 2009 Bond to be authenticated by the signature of an

authorized officer on the Certificate of Authentication contained in the SeriesSerie 2009 Bond

It has delivered the SeriesSerie 2009 Bond so authenticated to First FarmersFarmer Bank

Trust the purchaser of the SeriesSerie 2009 Bond

It has received in payment for the SeriesSerie 2009 Bond $2500000 representing the

par amount of the SeriesSerie 2009 Bond and has deposited the proceedsproceed from the sale of the SeriesSerie

2009 Bond into the Construction Fund under the trust indenture for the SeriesSerie 2009 Bond

Executed thisthi 17th day of December 2009

FIRST FARMERSFARMER BANK TRUST as Trustee

By ____Printed -r cc

flue -sr _Jrreces_Jrrece

INDSOI BDD 1168191v1

LAW OFFCESOFFCESPITZER HERRIMAN STEPHENSON HOLDEREAD MUSSER CONNER LLP

ONE TWENTY TWO EAST FOURTH STREET

P.O BOX S27

HERBERT SPITZER JR MARION INDIANA 46952 ESTABLISHED 1931

CHARLESCHARLE HERRIMANTELEPHONE 765 864-7307 ROBERT GEMMILL

PHILLIP STEPHENSONFAX 765 662-0574

JEROME HOLDEREADJAMESJAME BROWNE

JOSEF MUSSEP WEBSITE SHSHLAW.COM940-1993

MICHAEL CONNER JOHN BROWNE JRRYLE PERSINOER 1915-1999JASON MSVCKER

JERRY TORRANCE918-2006

December 17 2009

City of Marion Indiana

Marion Indiana

First FarmersFarmer Bank Trust

Converse Indiana

BarnesBarne Thornburg LLP

IndianapolisIndianapoli Indiana

Re $2500000 City of Marion Indiana Taxable Economic Development Revenue

BondsBond SeriesSerie 2009 Global Investment Consulting Inc Project the BondsBond

LadiesLadie 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 BondsBond We have examined and are

familiar with the proceedingsproceeding of the Issuer with regard to the creation of the Economic

Development Commission of the Issuer the Commission and certified copiescopie of the

proceedingsproceeding of the Issuer and the Commission relating to the authorization and execution by the

Issuer of the Trust Indenture with respect to the BondsBond between the Issuer and First FarmersFarmerBank Trust as trustee the Trustee dated as of December 2009 the Indenture iiLoan Agreement with respect to the BondsBond between the Issuer and Global Investment

Consulting Inc dated as of December 2009 the Loan Agreement and iii the BondsBond the

Indenture Loan Agreement and the BondsBond being collectively referred to as the Transaction

DocumentsDocument

Based upon such examination and the examination of such other information paperspaperdocumentsdocument and lawslaw 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 statutesstatute of the State of Indiana and has the power and

authority to execute deliver and perform its obligationsobligation under the Transaction DocumentsDocument and

consummate all transactionstransaction contemplated by the Transaction DocumentsDocument

SPVrZER 1-IERRIMAN STEPHENSON HOLCEREAD MUSSER CONNER LLP

City of Marion Indiana

First FarmersFarmerBank Trust

BarnesBarne Thornburg LLP

December 17 2009

Page

The Commission is commission of the Issuer duly constituted and validly

existing under the statutesstatute of the State of Indiana for the benefit of the Issuer In entering into

the Transaction DocumentsDocument and performing its obligationsobligation 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 findingsfinding of public purpose and has

taken allstepsstep and followed all proceduresprocedure required by the Constitution and the lawslaw 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 DocumentsDocument ii issue sell

and deliver the BondsBond and iiicarry out and consummate all other transactionstransaction contemplated bythe Transaction DocumentsDocument and has complied with all provisionsprovision of applicable law in all

material mattersmatter relating to such transactionstransaction

The Issuer has duly authorized the execution and delivery of and the

performance of its obligationsobligation under the Transaction DocumentsDocument 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 transactionstransaction contemplated by the Transaction DocumentsDocument and has compliedwith all provisionsprovision of applicable law in all material mattersmatter relating to such transaction

Each of the Transaction DocumentsDocument has been duly authorized executed and

delivered by the Issuer

To the best of our knowledge and in reliance upon representationsrepresentation of officersofficer 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 DocumentsDocument

The execution delivery and performance by the Issuer of the Transaction

DocumentsDocument do not to the best of our knowledge conflict with or result in any breach of anyof the provisionsprovision 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 namesname the Issuer and is specifically directed

to it or its property or violate any lawslaw rulesrule or regulationsregulation applicable to the Issuer

All consentsconsent approvalsapproval authorizationsauthorization and order of governmental or regulatory

authoritiesauthoritie which are required of the Issuer for the consummation of transactionstransaction contemplated

SPITZER HERRIMAN STEPHENSON HOLDEREAD MUSSER CONNER LLF

City of Marion Indiana

First FarmersFarmer Bank Trust

BarnesBarne Thornburg LLP

December 17 2009

Page

by the Transaction DocumentsDocument have been obtained and provided that no opinion is expressed as

to compliance with state securitiessecuritie or blue sky lawslaw

All ordinancesordinance adopted by the Common Council of the Issuer relating to the

Transaction DocumentsDocument and all related proceedingsproceeding comply with all rulesrule and regulationsregulation of the

Issuer and the Common Council thereof and all such actionsaction of the Common Council of the

Issuer referred to in the transcript of which thisthi opinion is part were taken at meeting or

meetingsmeeting open to the general public notice of which complied in all respectsrespect with Title Article

14 Chapter 1.5 Section of the Indiana Code

10 To our knowledge without independent investigation and in reliance upon

representationsrepresentation 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 provisionsprovision of

Title 36 Article ChaptersChapter 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 proceedingsproceeding had or actionsaction taken with regard to any of the documentsdocumentmentioned herein has or have been repealed rescinded or revoked

Very truly yoursyour

INDSOI 3DD116855v1

ALBERT HARKER T1 ROBERT BAflON

H.JOSEPH CERTAIN k.11ey 1890-1963

THOMASTHOMA HUNT ALBERTLI-IARKER

MARTIN HARKER $Ak ALBERT BONNER BROW1l

JULESJULE SCOfl WALKER CertainAttorneysAttorney and

THOMASW MICHAELOF COUNSELCounsellorsCounsellor at Law 19-4-4-2oo2

CERTIFIED CLVII MEDIATOR 300 WEST THIRD STREET P0 Box 899SR

REGISTERED FAMILY LAW MEDIATOR MARION IN 46952-0899 MICHAEL KILEYAlSO 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 FarmersFarmer Bank Trust

Converse Indiana

BarnesBarne Thorn burg LLP

IndianapolisIndianapoli Indiana

Re $2500000 City of Marion Indiana Taxable Economic Development

Revenue BondsBond SeriesSerie 2009 Global Investment Consulting Inc

Project the BondsBond

LadiesLadie 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 BondsBond have examined and am familiar with certified

copiescopie of the proceedingsproceeding 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 BondsBond between the Issuer and First FarmersFarmer Bank Trust as

trustee the Trustee dated as of December 2009 the Indenture ii the

Loan Agreement with respect to the BondsBond between the Issuer and Global

Investment Consulting Inc dated as of December 2009 the Loan Agreementand iii the BondsBond the Indenture Loan Agreement and the BondsBond being

collectively referred to as the Transaction DocumentsDocument

Based upon such examination and the examination of such other

information paperspaper documentsdocument and lawslaw as believe necessary or advisable amof the opinion that

Kiley Harker Certain

City of Marion Indiana

First FarmersFarmer Bank Trust

BarnesBarne Thornburg LLP

December 17 2009

Page

The Commission is commission of the Issuer duly

constituted and validly existing under the statutesstatute of the State of

Indiana for the benefit of the Issuer In authorizing and

recommending the Issuer to enter into the Transaction DocumentsDocumentand performing its obligationsobligation thereunder the Commission is acting

in furtherance of public purpose for which it was created

To the best of my knowledge and in reliance uponrepresentationsrepresentation of officersofficer 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 DocumentsDocument

All resolutionsresolution and actionsaction of the Commission relating to

the Transaction DocumentsDocument and all related proceedingsproceeding comply with

all by-lawsby-law rulesrule and regulationsregulation of the Commission and all such

actionsaction of the Commission referred to in the transcript of which thisthi

opinion is part were taken at meeting or meetingsmeeting open to the

general public notice of which complied in all respectsrespect with Title

Article 14 Chapter 1.5 Section of the Indiana Code

To my knowledge without independent investigation and

in reliance upon representationsrepresentation of the Commission no member of

the Commission has any pecuniary interest in any contract

employment lease purchase or sale made pursuant to the provisionsprovisionof Title 36 Article ChaptersChapter 11.9 and 12 of the Indiana Code

collectively the Act for which disclosure and abstention pursuantto Section 16 of the Act were not properly undertaken

None of the proceedingsproceeding had or actionsaction taken with regard

to any of the documentsdocument mentioned herein has or have been repealed

rescinded or revoked

truly yoursyour

ThomasThoma Hunt

December 17 2009

City of Marion Indiana

Marion Indiana

First FarmersFarmer Bank Trust

Converse Indiana

Re $2500000 City of Marion Indiana

Taxable Economic Development Revenue BondsBond SeriesSerie 2009

Global Investment Consulting Inc Proiect

LadiesLadie 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 SeriesSerie 2009 from the Company to

the City dated the date of thisthi opinion the Note

In connection with thisthi opinion we have examined executed copiescopie of the Loan Agreement

and the Note

As to questionsquestion of fact we have relied upon information provided by Company officialsofficial

and othersother including information in the Company Certificate and other certificatescertificate of officersofficer of

the Company and the representationsrepresentation of the Company contained in the Loan Agreement and the

Note the Loan Agreement and the Note collectively the Transaction DocumentsDocument without

undertaking to verify the same by independent investigation

The law covered by the opinionsopinion expressed herein is limited to the federal law of the United

StatesState of America and the law of the State of Indiana and we expressexpres no opinion with respect to the

lawslaw of any other state or jurisdiction

Based upon and subject to the foregoing and the other termsterm and provisionsprovision hereof we are

of the opinion that

The Company is corporation validly existing under the lawslaw of the State of

Nevada and is duly authorized to transact businessbusines in the State of Indiana and has full power to

execute anddelivery and carry out and perform its obligationsobligation under the Transaction DocumentsDocument

City of Marion Indiana

First FarmersFarmer Bank Trust

December 17 2009

Page2

The execution delivery and performance by the Company of the Transaction

DocumentsDocument are wIthin the CompanysCompany power have been duly authorized by all necessary action

and do not violate the CompanysCompany articlesarticle of incorporation or by-lawsby-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 DocumentsDocument which authorization approval or other action

has not been obtained or which notice filing or registration has not been made

Each of the Transaction DocumentsDocument has been duly executed and delivered by the

Company and constitutesconstitute valid and binding obligation of the Company enforceable against the

Company in accordance with its termsterm

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 operationsoperation of the Company or which seeksseek

to restrain or would otherwise have material adverse effect on the transactionstransaction contemplated by

the Transaction DocumentsDocument

The opinionsopinion set forth herein including without limitation the opinion set forth in

paragraph hereof are subject to the following qualificationsqualification

The enforceability of each of the Transaction DocumentsDocument is subject to the effect of

bankruptcy insolvency reorganization receivership moratorium fraudulent

transferstransfer fraudulent conveyance and other similar lawslaw affecting the rightsright and

remediesremedie of debtorsdebtor and creditorscreditor generally

The enforceability of each of the Transaction DocumentsDocument is subject to the effect of

general principlesprinciple of equity including without limitation conceptsconcept of materiality

reasonablenessreasonablenes good faith and fair dealing and the possible unavailability of

specific performance or injunctive relief regardlessregardles of whether applied by court

of law or equity

ThisThi opinion letter speaksspeak only as of its date We undertake no obligation to advise you or

any other person of changeschange of law or fact that occur after the date hereof even though such

changeschange may affect legal analysisanalysi legal conclusion or an informational confirmation herein

ThisThi opinion letter may be relied upon by you and any participantsparticipant in the Transaction

DocumentsDocument only in connection with the Transaction ThisThi opinion letter may not be used or relied

City of Marion Indiana

First FarmersFarmer 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 yoursyour

INDSUI EDO 1168209v1

BARNESBARNE THORN BURG LLP11 South Meridian Street

IndianapolisIndianapoli 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 FarmersFarmer Bank Trust

Converse Indiana

Re City of Marion Indiana Taxable Economic Development Revenue BondsBond SeriesSerie 2009

Global Investment Consulting Inc Froject

LadiesLadie 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

BondsBond SeriesSerie 2009 Global Investment Consulting Inc Project dated December 17 2009 the

BondsBond 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 BondsBond between the Issuer and First FarmersFarmer Bank Trust as trustee dated

as of December 2009 the Indenture and Loan Agreement with respect to the BondsBond 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 proceedingsproceeding and such other paperspaper as we

deem necessary to render thisthi opinion

As to questionsquestion of fact material to our opinion we have relied upon representationsrepresentation of the Issuer

and the Borrower contained in the Ordinance the Indenture and the Loan Agreement the certified

proceedingsproceeding and other certificationscertification of public officialsofficial furnished to us and certificationscertification representationsrepresentation

and other information furnished to us by or on behalf of the Issuer the Borrower and othersother without

undertaking to verify the same by independent investigation We have relied upon the legal opinionsopinion of

Herbert Spitzer Jr of Spitzer Herriman Stephenson Holderead Musser Conner LLP counsel to the

Issuer and ThomasThoma Hunt of Kiley Harker Certain counsel to the Economic Development

Commission of the Issuer dated the date hereoL as to the mattersmatter stated therein

Based upon the foregoing we are of the opinion that under existing law

The BondsBond have been duly authorized executed and delivered by the Issuer and are valid

and binding special and limited obligationsobligation of the Issuer enforceable in accordance with their termsterm The

BondsBond are payable solely from the sourcessource 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 termsterm

Chicago Indiana Michigan Washington D.C

City of Marion Indiana

First FarmersFarmer Bank Trust

April 24 2009

Page

Interest on the BondsBond is exempt from income taxation in the State of indiana the Statefor all purposespurpose except the State financial institutionsinstitution tax

We have not been engaged or undertaken to review the accuracy completenesscompletenes or sufficiency of

any offering material relating to the BondsBond and we expressexpres no opinion relating thereto

Weexpressexpres no opinion regarding any tax consequencesconsequence arising with respect to the BondsBond other

than as expressly set forth herein

Withrespect to the enforceability of any document or instrument thisthi opinion is subject to the

qualificationsqualification that the enforceability of such document or instrument may be limited by bankruptcy

insolvency reorganization receivership moratorium fraudulent conveyance and similar lawslaw relating to

or affecting the enforcement of creditorscreditor rightsright ii the enforceability of equitable rightsright and remediesremedie

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 principlesprinciple of equity iii the enforceability of

such document or instrument may be limited by public policy and iv certain remedial waiver and other

provisionsprovision of such document or instrument may be unenforceable provided however that in our opinion

the unenforeceability of those provisionsprovision would not subject to the other qualificationsqualification set forth herein

affect the validity of such document or instrument or prevent the practical realization of the benefitsbenefit

thereof

ThisThi opinion is given only as of the date hereof and we assume no obligation to revise or

supplement thisthi opinion to reflect any factsfact or circumstancescircumstance that may hereafter come to our attention or

any changeschange in law that may hereafter occur

NDSOI BDD IItSlSSvt

Very truly yoursyour

BARNESBARNE THORNBURG LLP