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S-1268 - 07/14/2009 - FINANCE - Ordinances�G OF Oa COUNT J' Original Ordinance 2009- FI -BND -S -1268 and supporting documents are maintained with the Finance Director. ORDINANCE 2009- FI -BND-S-1268 ORDINANCE APPROVING AN AMENDED AND RESTATED INSTALLMENT PURCHASE AGREEMENT AND AUTHORIZING THE ISSUANCE OF $2,280,000 GENERAL FUND REFUNDING CERTIFICATES, SERIES 2009, OF THE VILLAGE OF OAK BROOK, ILLINOIS BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF OAK BROOK, ILLINOIS, AS FOLLOWS: Section 1. Authority and Purpose. This ordinance is adopted pursuant to the provisions of Section 11 -61 -3 of the Illinois Municipal Code, 65 Illinois Compiled Statutes 5 (the "Act') and the Local Government Debt Reform Act, 30 Illinois Compiled Statutes 350 (the "Local Government Debt Reform Act") for the purpose of refunding $2,225,000 outstanding principal amount of the General Fund Certificates, Series 2001, of the Village, maturing in the years 2009 to 2015, inclusive (the "Prior Certificates'). The proceeds from the sale and defivery of the Prior Certificates were used for the purpose of financing part of the costs of the construction of improvements to the Village's Municipal Building Complex (the "Projecr). Section 2. Refunding Plan. The Village determines to refund the Prior Certificates. The Village elects to redeem the Prior Certificates on September 1, 2009. All of the Prior Certificates shall be redeemed at a redemption price of par, and accrued interest to the date fixed for redemption. Section 3. Determination to Authorize and Provide for an Amended Installment Purchase Contract. There is presently before the President and Board of Trustees of the Village (A) a forth of an amended and restated installment purchase agreement between the Village and the Village Treasurer or the Acting Village Treasurer, as the nominee seller on behalf of the various contractors who Ordinance 2009- FI -BNDS -7268 Approving Amended 8 Restated Installment Purchase Agmt / Gen. Fund Refunding Cert. Page 2 of 22 undertook the originaf design and construction of the Project (as so amended and restated, the 'Installment Purchase Agreement") pursuant to which the Village will refinance the costs of the Project and pay the costs of the certificates herein authorized, and (B) a form of an assignment agreement (the 'Assignment Agreement") between the Village Treasurer or the Acting Village Treasurer and The Bank of New York Mellon Trust Company, N.A., as assignee (the "Assignee°) pursuant to which the Village Treasurer or the Acting Village Treasurer, as nominee seller, will assign his rights to receive payments due under the Installment Purchase Agreement to the Assignee for the benefit of the owners of the certificates authorized by this ordinance. It is hereby determined that it is necessary and in the best interests of the residents of the Village for the Village to enter into the Installment Purchase Agreement, to provide for the refunding of the Prior Certificates and the refinancing of the purchase by the Village of the Project The Installment Purchase Agreement is hereby authorized, with a refunding of the Prior Certificates and the refinancing of the Project including legal, financial and other expenses of not to exceed $2,280,000. Payments by the Village under the Installment Purchase Agreement shall be made pursuant to the terms of the Installment Purchase Agreement and this ordinance. It is hereby found and determined that the Installment Purchase Agreement is in the best interests of the Village and that no person holding an office of the Village, either by election or appointment, is in any manner interested, either directly or indirectly, in his own name or the name of any other person, association, trust or corporation, in the transactions contemplated by the Installment Purchase Agreement The Village Treasurer or the Acting Village Treasurer (or such officer of the Village as is charged with financial administration of the Village) is hereby authorized to act as nominee seller under the Installment Purchase Agreement and as assignor under the Assignment Agreement Section 4. Form of Documents. The form, terms and provisions of the Installment 'Purchase Agreement, the Assignment Agreement and the Escrow Deposit Agreement are hereby in all Ordinance 2009- FI -13NO -S -1268 Approving Amended 8 Restated Installment Purchase Agmt/ Gen. Fund Refunding Cart. Page 3 of 22 respects approved, and the Village President and the Village Clerk are hereby authorized, empowered and directed to execute and deliver the Installment Purchase Agreement and the Escrow Deposit Agreement in the name and on behalf of the Village and the Village Treasurer or the Acting Village Treasurer is authorized, empowered and directed to execute and deliver the Assignment Agreement The Installment Purchase Agreement, the Escrow Deposit Agreement and the Assignment Agreement, as executed and delivered, shall be in substantially the form now before this meeting and hereby approved, or with such changes therein as shall be approved by the officers of the Village executing the same, the execution thereof to constitute conclusive evidence of the approval of any and all changes or revisions therein from the form of the Installment Purchase Agreement, the Escrow Deposit Agreement and the Assignment Agreement now before this meeting; and from and after the execution and delivery of the Installment Purchase Agreement, the Escrow Deposit Agreement and the Assignment Agreement the officers, agents and employees of the Village are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Installment Purchase Agreement, the Escrow Deposit Agreement and the Assignment Agreement as so executed. Section 5. Authorization and Terms of 2009 Certificates. The sum of $2,280,000 is appropriated to meet part of the cost of refunding the Prior Certificates and the costs of issuance of the certificates herein authorized. For the purpose of financing said appropriation, general fund certificates of the Village, evidencing the fractionalized interests of the owners thereof in the right to receive amounts due under the Installment Purchase Agreement, are authorized to be issued and sold pursuant to the Act and the Local Govemment Debt Reform Act in an aggregate principal amount of $2,280,000, and shall be designated "General Fund Refunding Certificates, Series 2009" (the "2009 Certificates "). The 2009 Certificates shall be issuable in the denominations of $5,000 or any integral multiple thereof and may bear such identifying numbers or letters as shall be useful to facilitate the registration, transfer and exchange of certificates. Unless otherwise determined in the order to authenticate the Ordinance 2009- R-BN0.S -1268 Approving Amended & Restated Installment Purchase Agmt./ Gen. Fund Refunding Gert Page 4 of 22 certificates, each 2009 Certificate delivered upon the original issuance of the 2009 Certificates shall be dated as of July 15, 2009. Each 2009 Certificate thereafter issued upon any transfer, exchange or replacement of certificates shall be dated so that no gain or loss of interest shall result from such transfer, exchange or replacement The 2009 Certificates shall mature (without option of prior redemption) on December 1 in each year shown in the following table in the respective principal amount set forth opposite each such year and the 2009 Certificates maturing in each such year shall bear interest at the respective rate per annum set forth opposite such year. Year Principal Amount Interest Rate 2009 $205,000 2.00% 2010 245,000 2.00 2011 245,000 2.00 2012 250,000 2.00 2013 255,000 2.25 2014 260,000 2.75 2015 265,000 3.00 2016 275,000 3.25 2017 280,000 3.50 Each 2009 Certificate shall bear interest from its date, computed on the basis of a 360 day year consisting of twelve 30 day months and payable in lawful money of the United States of America on December 1, 2009 and semiannually thereafter on each December 1 and June 1 at the rates per annum herein determined. The principal of the 2009 Certificates shall be payable in lawful money of the United States of America upon presentation and surrender thereof at the principal corporate trust office of The Bank of New York Mellon Trust Company, N.A., in the City of Chicago, Illinois, who is hereby appointed as registrar and paying agent for the certificates. Interest on the 2009 Certificates shall be payable on each interest payment date to the registered owners of record thereof appearing on the registration books maintained by the Village for such purpose at the office of the registrar, as of the close of business on the 15r" day of the calendar month next preceding the interest payment date. Interest on the 2009 Ordinance 2009- Fl -BND -S -1268 Approving Amended & Restated Installment Purchase Agmt/ Gen. Fund Refunding cent Page 5 of 22 Certificates shall be paid by check or draft mailed to such registered owners at their addresses appearing on the registration books or by wire transfer pursuant to an agreement by and between the Village and the registered owner. Section 6. Sale and Delivery. The 2009 Certificates are sold to Robert W. Baird & Co. Incorporated, as purchaser, at a price of $2,288,861.07 and accrued interest from their date to the date of delivery and payment therefor. The Official Statement prepared with respect to the 2009 Certificates is approved and 'deemed final" as of its date for purposes of Securities and Exchange Commission Rule 15c2 -12 promulgated under the Securities Exchange Act of 1934. The Village President, Village Clerk, the Village Treasurer, the Acting Village Treasurer and other officials of the Village are authorized and directed to do and perform, or cause to be done or performed for or on behalf of the Village each and every thing necessary for the issuance of the 2009 Certificates, including the proper execution and delivery of the 2009 Certificates, the Installment Purchase Agreement, the Official Statement, the Escrow Deposit Agreement and the Assignment Agreement Section 7. Execution and Authentication. Each 2009 Certificate shall be executed in the name of the Village by the manual or authorized facsimile signature of its Village President and the corporate seal of the Village, or a facsimile thereof, shall be thereunto affixed or otherwise reproduced thereon and attested by the manual or authorized facsimile signature of its Village Clerk. In case any officer whose signature, or a facsimile of whose signature, shall appear on any 2009 Certificate shall cease to hold such office before the issuance of the 2009 Certificates, such 2009 Certificate shall nevertheless be valid and sufficient for all purposes, the same as if the person whose signature, or a facsimile thereof, appears on such 2009 Certificate had not ceased to hold such office. Any 2009 Certificate may be signed, sealed or attested on behalf of the Village by any person who, on the date of such act, shall hold the proper office, notwithstanding that at the date of such 2009 Certificate such person may not have held such office. No recourse shall be had for the payment of any 2009 Certificates against any officer who executes the 2009 Certificates. Ordinance 2009- FI -BNDS -1268 Approving Amended 8 Restated Installment Purchase AgmtJ Gen. Fund Refunding cart Page 6 of 22 Each 2009 Certificate shall bear thereon a certificate of authentication executed manually by the registrar. No 2009 Certificate shall be entitled to any right or benefit under this ordinance or shall be valid or obligatory for any purpose until such certificate of authentication shall have been duly executed by the registrar. Section 8. Transfer, Exchange and Registry. The 2009 Certificates shall be negotiable, subject to the provisions for registration of transfer contained herein. Each 2009 Certificate shall be transferable only upon the registration books maintained by the Village for that purpose at the office of the registrar, by the registered owner thereof in person or by his attomey duly authorized in writing, upon surrender thereof together with a written instrument of transfer satisfactory to the registrar and duly executed by the registered owner or his duly authorized attorney. Upon the surrender for transfer of any such 2009 Certificate, the Village shall execute and the registrar shall authenticate and deliver a new 2009 Certificate or 2009 Certificates registered in the name of the transferee, of the same aggregate principal amount, maturity and interest rate as the surrendered 2009 Certificate. 2009 Certificates, upon surrender thereof at the office of the registrar, with a written instrument satisfactory to the registrar, duly executed by the registered owner or his - attomey duly authorized in writing, may be exchanged for an equal aggregate principal amount of 2009 Certificates of the same maturity and interest rate and of the denominations of $5,000 or any integral multiple thereof. For every such exchange or registration of transfer of 2009 Certificates, the Village or the registrar may make a charge sufficient for the reimbursement of any tax, fee or other govemmental charge required to be paid with respect to such exchange or transfer, which sum or sums shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. No other charge shall be made for the privilege of making such transfer or exchange. The provisions of the Illinois Bond Replacement Act shall govern the replacement of lost, destroyed or defaced 2009 Certificates. i r Ordinance 2009- FI-BND 5 -1268 Approving Amended & Restated Installment Purchase Agmt/ Gen. Fund Refunding cart Page 7 of 22 The Village and the registrar may deem and treat the person in whose name any 2009 Certificate shall be registered upon the registration books as the absolute owner of such 2009 Certificate, whether such 2009 Certificate shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of or interest thereon and for all other purposes whatsoever, and all such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such 2009 Certificate to the extent of the sum or sums so paid, and neither the Village nor the registrar shall be affected by any notice to the contrary. Section 9. Nature of Obligations. For the purpose of providing funds necessary to pay amounts required under the Installment Purchase Agreement, the Village agrees and covenants to make provision therefor in each annual budget to be adopted by the President and Board of Trustees of the Village. Pursuant to Section 13 of the local Government Debt Reform Act, the Village hereby pledges the sales tax and use tax receipts derived by the Village from taxes imposed under the Use Tax Act, 35 Illinois Compiled Statutes 105; the Service Use Tax Act, 35 Illinois Compiled Statutes 110; the Service Occupation Tax Act, 35 Illinois Compiled Statutes 115; and the Retailer's Occupation Tax Act, 35 Illinois Compiled Statutes 120, as further security for the payment of amounts due under the Installment Purchase Agreement The pledge of sales tax and use tax receipts is on a parity with the prior pledge of such receipts as security for the payment of the General Fund Certificates, Series 1999, of the Village, and the General Fund Refunding Certificates, Series 2003, of the Village. The Village may issue additional debt secured by a parity pledge of such receipts. The obligation of the Village to make the payments required under the Installment Purchase Agreement constitutes a contractual obligation of the Village, subject to annual appropriation and payable Without priority from the general fund of the Village. There is no statutory authority for the levy of a separate tax in addition to other Village taxes or the levy of a special tax unlimited as to rate or amount to Pay amounts due under the Installment Purchase Agreement No person shall have the right to mandamus any tax in connection with payments to be made under the Installment Purchase Agreement r Ordinance 2009- FI -BNDS -1268 Approving Amended & Restated Installment Purchase AgmtJ Gen. Fund Refunding Gert Page 8 of 22 Section 10. Form of 2009 Certificates. The 2009 Certificates shall be issued as fully registered certificates and shall be in substantially the following form, the blanks to be appropriately completed when the 2009 Certificates are printed: 72M United States of America State of Illinois Counties of DuPage and Cook VILLAGE OF OAK BROOK GENERAL FUND REFUNDING CERTIFICATE, SERIES 2009 INTEREST RATE MATURITY DATE DATED DATE % December 1, 20_ July 15, 2009 REGISTERED OWNER: PRINCIPAL AMOUNT: Dollars ($ The VILLAGE OF OAK BROOK, a municipal corporation of the State of Illinois situate in the Counties of DuPage and Cook, acknowledges itself indebted and for value received hereby promises to pay to the registered owner of this certificate, or registered assigns, the principal amount specified above on the maturity date specified above, and to pay interest on such principal amount from the date hereof at the interest rate per annum specified above, computed on the basis of a 360 day year consisting of twelve 30 day months and payable in lawful money of the United States of America on December 1, 2009 and semiannually thereafter on December 1 and June 1 in each year until the principal amount shall have been paid, to the registered owner of record hereof as of the 15°i day of the calendar month next preceding such interest payment date, by wire transfer pursuant to an agreement by and between the Village and the registered owner, or otherwise by check or draft mailed to the registered owner at the address of such owner appearing on the registration books maintained by the Village for such purpose at the principal corporate trust office of The Bank of New York Mellon Trust Company, N.A., in the City of Chicago, Illinois, as registrar or its successor (the °Registrar). This certificate, as to principal when due, Ordinance 2009- FI -BND- 5-1268 Approving Amended & Restated Installment Purchase AgmL1 Gen. Fund Refunding Cart. Page 9 of 22 will be payable in lawful money of the United States of America upon presentation and Surrender of this certificate at the office of the Registrar. This certificate is one of a series of certificates issued in the aggregate principal amount of $2,280,000, which are authorized and issued under and pursuant to the provisions of Section 11 -61 -3 of the Illinois Municipal Code, 65 Illinois Compiled Statutes 5, and the Local Government Debt Reform Act, 30 Illinois Compiled Statutes 350, and under and in accordance with an ordinance adopted by the President and Board of Trustees of the Village on July 14, 2009 and entitled: "Ordinance Approving an Amended and Restated Installment Purchase Agreement and Authorizing the Issuance of $2,280,000. General Fund Refunding Certificates, Series 2009, of the Village of Oak Brook, Illinois" (the 'Ordinance"). The Village Treasurer or the Acting Village Treasurer, as the nominee seller for the various contractors who previously designed and constructed various improvements and the Village have entered into that certain Amended and Restated Installment Purchase Agreement dated as of July 15, 2009 (the 'Installment Purchase Agreement"), pursuant to which the Village will purchase certain previously constructed improvements to the Village's Municipal Complex. At the direction and with the consent of the Village, the Village Treasurer or the Acting Village Treasurer, as nominee seller under the Installment Purchase Agreement, has assigned his rights to receive amounts due under the Installment Purchase Agreement to The Bank of New York Mellon Trust Company, N.A., as assignee for the benefit of the certificateholders. This certificate evidences the fractionalized interest in the right of the owner hereof to receive payment of amounts due under the Installment Purchase Agreement FOR THE PURPOSE OF PROVIDING FUNDS NECESSARY TO PAY AMOUNTS DUE UNDER THE INSTALLMENT PURCHASE AGREEMENT, THE VILLAGE HAS AGREED AND COVENANTED TO MAKE PROVISION THEREFOR IN EACH ANNUAL BUDGET TO BE ADOPTED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE. PURSUANT TO SECTION 13 OF THE LOCAL GOVERNMENT DEBT REFORM ACT AND TO THE EXTENT PROVIDED IN THE ORDINANCE, THE VILLAGE HAS ALSO PLEDGED THE SALES TAX AND USE TAX RECEIPTS i Ordinance 2009- FI -BND 9-1268 Approving Amended 8 Restated Installment Purchase Agmt/ Gen. Fund Refunding Cent. Page 10 of 22 DERIVED BY THE VILLAGE FROM TAXES IMPOSED UNDER THE USE TAX ACT, 35 ILLINOIS COMPILED STATUTES 105; THE SERVICE USE TAX ACT, 35 ILLINOIS COMPILED STATUTES 110; THE SERVICE OCCUPATION TAX ACT, 35 ILLINOIS COMPILED STATUTES 115; AND THE RETAILER'S OCCUPATION TAX ACT, 35 ILLINOIS COMPILED STATUTES 120. THE OBLIGATION OF THE VILLAGE TO MAKE PAYMENT OF AMOUNTS DUE UNDER THE INSTALLMENT PURCHASE AGREEMENT CONSTITUTES A CONTRACTUAL OBLIGATION OF THE VILLAGE, SUBJECT TO ANNUAL APPROPRIATION AND PAYABLE WITHOUT PRIORITY FROM THE GENERAL FUND OF THE VILLAGE. THERE IS NO STATUTORY AUTHORITY FOR THE LEVY OF A SEPARATE TAX IN ADDITION TO OTHER VILLAGE TAXES OR THE LEVY OF A SPECIAL TAX UNLIMITED AS TO RATE OR AMOUNT TO PAY AMOUNTS DUE UNDER THE INSTALLMENT PURCHASE AGREEMENT. NO PERSON SHALL HAVE THE RIGHT TO MANDAMUS ANY TAX IN CONNECTION WITH PAYMENTS TO BE MADE UNDER THE INSTALLMENT PURCHASE AGREEMENT. This certificate is transferable only upon such registration books by the registered owner hereof in person, or by his attomey duly authorized in writing, upon surrender hereof at the office of the Registrar together with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner or by his duly authorized attomey, and thereupon a new registered certificate or certificates, in the authorized denominations of $5,000 or any integral multiple thereof and of the same aggregate principal amount, maturity and interest rate as this certificate shall be issued to the transferee in exchange therefor. In like manner, this certificate may be exchanged for an equal aggregate principal amount of certificates of the same maturity and interest rate and of any of such authorized denominations. The Village or the Registrar may make a charge sufficient for the reimbursement of any tax, fee or other governmental charge required to be paid with respect to the transfer or exchange of this certificate. No other charge shall be made for the privilege of making such transfer or exchange. The Village and the Registrar may treat and consider the person in whose name this certificate is registered as the absolute Ordinance 2009- FI -BND- 5-1268 Approving Amended 8 Restated Installment Purchase Agmt/ Gen. Fund Refunding Cart Page 11 of 22 owner hereof for the purpose of receiving payment of, or on account of, the principal and interest due hereon and for all other purposes whatsoever. This certificate shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been duly executed by the Registrar. It is hereby certified, recited and declared that this certificate is issued in part pursuant to the Local Govemment Debt Reform Act, that all acts, conditions and things required to be done, exist and be performed precedent to and in the issuance of this certificate in order to make it a legal, valid and binding obligation of the Village have been done, exist and have been performed in regular and due time, form and manner as required by law, and that the series of certificates of which this certificate is one, together with all other indebtedness of the Village, is within every debt or other limit prescribed by law. Ordinance 2003F1 -6NDS -1268 Approving Amended & Restated Installment Purchase Agmtd Gen. Fund Refunding Cart Page 12 of 22 IN WITNESS WHEREOF, the Village of Oak Brook has caused this certificate to be executed in its name and on its behalf by the manual or facsimile signature of its Village President, and its corporate seal, or a facsimile thereof, to be hereunto affixed or otherwise reproduced hereon and attested by the manual or facsimile signature of its Village Clerk. Dated: July 15, 2009 CERTIFICATE OF AUTHENTICATION This certificate is one of the General Fund Refunding Certificates, Series 2009, described in the within mentioned Ordinance. BANK OF NEW YORK MELLON TRUST COMPANY, N.A,. By Authorized Signer VILLAGE OF .09. Wimi ✓ V� Village Clerk I Ordinance 2009- FI-43ND- 5-1268 Approving Amended & Restated Installment Purchase AgrnU Gen. Fund Refunding Cen. Page 13 of 22 ASSIGNMENT For value received the undersigned sells, assigns and transfers unto the within bond and hereby irrevocably constitutes and appoints attorney to transfer the said bond on the books kept for registration thereof, with full power of substitution in the premises. Dated Signature Guarantee: Ordinance 2009-FI -BNDS -1268 Approving Amended & Restated Installment Purchase Agmt./ Gen. Fund Refunding Cart Page 14 of 22 Section 11. Application of Proceeds. All of the proceeds of sale of the 2009 Certificates (exclusive of accrued interest) shall be applied as follows: 1. To the Escrow Fund maintained under the 2009 Escrow Deposit Agreement, the amount, together with other moneys (if any) of the Village deposited therein, necessary to provide for the refunding of the Prior Certificates. 2. To the 2009 Expense Fund established by this ordinance, the amount of such proceeds of sale remaining after making the foregoing payment Section 12. Debt Service Account. Moneys appropriated and set aside for the purpose of paying principal of and interest on the 2009 Certificates (including proceeds of sale of the 2009 Certificates constituting accrued interest, if any) when and as the same come due, and all other moneys to be used for the payment of the principal of and interest on the 2009 Certificates, shall be deposited in the '2009 Debt Service Account,' which is hereby established as a special account of the Village and shall be administered as a bona fide debt service fund under the Internal Revenue Code of 1986. Pursuant to Section 13 of the Local Government Debt Reform Act, the moneys deposited or to be deposited into the 2009 Debt Service Account, are pledged as security for the payment of the 2009 Certificates. All such moneys shall immediately be subject to the lien of such pledge without any physical delivery or further act and the lien of such pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the Village irrespective of whether such parties have notice thereof. I Section 13. Expense Fund. The "2009 Expense Fund', is hereby established as a special 't fund of the Village. Moneys in the 2009 Expense Fund shall be used for the payment of costs of issuance i of the 2009 Certificates, but may hereafter be reappropriated and used for other purposes. Before any such reappropriation shall be made, there shall be filed with the Village Clerk of the Village an opinion of a nationally recognized bond counsel to the effect that such reappropriation is permitted under Illinois law T Ordinance 2009- FI -BNDS -1268 Approving Amended 8 Restated Installment Purchase Agmt/ Gen. Fund Refunding Cert. Page 15 of 22 and will not adversely affect any exclusion from gross income for federal income tax purposes of interest on the 2009 Certificates. Section 14. Investment Regulations. No investment shall be made of any moneys in the 2009 Debt Service Account or the 2009 Expense Fund except in accordance with the tax covenants set forth in Section 14 of this ordinance and Section 8 of the Installment Purchase Agreement All income derived from such investments in respect of moneys or securities in any Account shall be credited in each case to the Account in which such moneys or securities are held. Any moneys in any Account that are subject to investment yield restrictions may be invested in United States Treasury Securities, State and Local Govemment Series, pursuant to the regulations of the United States Treasury Department, Bureau of Public Debt, or in any tax- exempt bond that is not an 'investment property" within the meaning of Section 148(b)(2) of the Internal Revenue Code of 1986. The Treasurer of the Village and agents designated, by him are hereby authorized to submit, on behalf of the Village, subscriptions for such United States Treasury Securities and to request redemption of such United States Treasury Securities. Section 15. Continuing, Disclosure. For the benefit of the beneficial owners of the 2009 Certificates, the Village covenants and agrees to provide an annual report containing certain financial information and operating data relating to the Village and to provide notices of the occurrence of certain enumerated events, if material. The annual report shall be filed with the Municipal Securities Rulemaking Board in electronic format as provided by the Municipal Securities Rulemaking Board, within 210 days after the close of the Village's fiscal year. The information to be contained in the annual report shall consist of the comprehensive annual financial report of the Village as noted in the Official Statement under the caption °Continuing Disclosure." Each annual audited financial statement will conform to generally accepted accounting principles applicable to govemmental units and will be prepared in accordance with standards of the Governmental Accounting Standards Board. If the audited financial statement is not available, then IT Ordinance 2009- R -BND- 5-1268 Approving Amended 8 Restated Installment Purchase Agmt/ Gen. Fund Refunding Cert. Page 16 of 22 an unaudited financial statement shall be included in the annual report and the audited financial statement shall be filed within 30 days after it becomes available. The Village also covenants and agrees, for the benefit of the beneficial owners of the 2009 Certificates, to provide timely notice to the Municipal Securities Rulemaking Board in electronic format as provided by the Municipal' Securities Rulemaking Board, of any failure of the Village to file any such annual report within the 210 day period and of the occurrence of any of the following events with respect to the 2009 Certificates, if material: (1) principal and interest payment delinquencies; (2) non - payment related defaults; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws an credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions or events affecting the tax- exempt status of the 2009 Certificates; (7) modifications to rights of 2009 Certificateholders; (8) 2009 Certificate calls, (9) defeasances; (10) release, substitution or sale of property securing repayment of the 2009 Certificates; and (11) rating changes. It is found and determined that the Village has agreed to the undertakings contained in this Section in order to assist participating underwriters of the 2009 Certificates and brokers, dealers and municipal securities dealers in complying with Securities and Exchange Commission Rule 15c2- 12(b)(5) promulgated under the Securities Exchange Act of 1934. The chief financial officer of the Village is authorized and directed to do and perform, or cause to be done or performed, for or on behalf of the Village, each and every thing necessary to accomplish the undertakings of the Village contained in this Section for so long as Rule 15c2- 12(b)(5) is applicable to the 2009 Certificates and the Village remains an °obligated person" under the Rule with respect to the 2009 Certificates. The undertakings contained in this Section may be amended by the Village upon a change iri circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the obligated person, or type of business conducted, provided that (a) the undertaking, as amended, would have complied with the requirements of Rule 15c2 12(b)(5) at the time of the primary b i6 {{ IV Ordinance 2009- FI -BND-S -1268 Approving Amended & Restated Installment Purchase AgmtJ Gen. Fund Refunding cart Page 17 at 22 offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances and (b) in the opinion of nationally recognized bond counsel selected by the Village, the amendment does not materially impair the interests of the beneficial owners of the 2009 Certificates. Section 16. Tax Covenants. The Village shall not take, or omit to take, any action lawful and within its power to take, which action or omission would cause interest on any 2009 Certificate to become subject to Federal income taxes in addition to Federal income taxes to which interest on such 2009 Certificate is subject on the date of original issuance thereof. The Village shall not permit any of the proceeds of the 2009 Certificates, or any facilities financed with such proceeds, to be used in any manner that would cause any 2009 Certificate to constitute a "private activity bond" within the meaning of Section 141 of the Intemal Revenue Code of 1986. The Village shall not permit any of the proceeds of the 2009 Certificates or other moneys to be invested in any manner that would cause any 2009 Certificate to constitute an "arbitrage bond" with in the meaning of Section 148 of the Intemal Revenue Code of 1986 or a "hedge bond" within the meaning of Section 149(g) of the Intemal Revenue Code of 1986. The Village shall comply with the provisions of Section 148(f) of the Intemal Revenue Code of 1986 relating to the rebate of certain investment eamings at periodic intervals to the United States of America. Section 17. Bank Qualified Designation. The Village hereby designates the Installment Purchase Agreement as evidenced by the 2009 Certificates as a "qualified tax -exempt obligation" as defined in Section 265(b)(3)(B) of the Intemal Revenue Code of 1986. The Village represents that the reasonably anticipated amount of tax- exempt obligations that are required to be taken into account for the purpose of Section 265(b)(3)(C) of the Code and will be issued by or on behalf of the Village and all subordinate entities of the Village during 2009 does not exceed $30,000,000. The Village covenants that it will not designate and issue more than $30,000,000 aggregate principal amount of tax- exempt obligations in the year in which the Installment Purchase Agreement is executed and the 2009 I I r I i Ordinance 2009- FI -BND -S -1268 Approving Amended & Restated Installment Purchase Agmt/ Gen. Fund Refunding Cert Page 18 of 22 Certificates are issued. For purposes of the two preceding sentences, the tern 'tax- exempt obligations' does not include "private activity bonds" (as defined in Section 141 of the Internal Revenue Code of 1986). Section 18. Registrar. The Village covenants that it shall at all times retain a registrar with respect to the 2009 Certificates, that it will maintain at the designated office of such registrar a place where 2009 Certificates may be presented for payment and registration of transfer or exchange and that it shall require that the registrar maintain proper registration books and perform the other duties and obligations imposed upon the registrar by this ordinance in a manner consistent with the standards, customs and practices of the municipal securities business. The registrar shall signify its acceptance of the duties and obligations imposed upon him by this ordinance by executing the 2009 Certificate of authentication on any certificate, and by such execution the registrar shall be deemed to have certified to the Village that it has accepted such duties and obligations not only with respect to the 2009 Certificate so authenticated but with respect to all the 2009 Certificates. The registrar is the agent of the Village and shall not be liable in connection with the performance of his duties except for its own negligence or default The registrar shall, however, be responsible for any representation in its certificate of authentication on the certificates. The Village may remove the registrar at any time. In case at any time the registrar shall resign or shall be removed or shall become incapable of acting, the Village covenants and agrees that it will thereupon appoint a successor registrar. The Village shall mail notice of any such appointment made by it to each registered owner of 2009 Certificates within twenty days after such appointment Section 19. Defeasance and Payment of 2009 Certificates. (A) If the Village shall pay or cause to be paid to the registered owners of the 2009 Certificates, the principal, premium, if any, and interest due or to become due thereon, at the times and in the manner stipulated therein and in this ordinance, then the pledge of taxes, securities and funds hereby pledged and the covenants, agreements Ordinance 2009- FI -BNDS -1268 Approving Amended & Restated Installment Purchase AgmtJ Gen, Fund Refunding Cert. Page 19 of 22 and other obligations of the Village to the registered owners and the beneficial owners of the 2009 Certificates shall be discharged and satisfied. llments appertaining thereto, shall be deemed to (B) Any 2009 Certificates or interest insta have been paid within the meaning of paragraph (A) of this Section if (1) in case any such 2009 Certificates are to be redeemed prior to the maturity thereof, there shall have been taken all action necessary to call such 2009 Certificates for redemption and notice of such redemption shall have been duly given or provision shall have been made for the giving of such notice, and (2) there shall have been deposited in trust with a bank, trust company or national banking association acting as fiduciary for such be sufficient or (ii) "Federal Obligations" as defined in purpose either (i) moneys in an amount which shall paragraph (C) of this Section, the principal of and the interest on which when due will provide moneys which, together with any moneys on deposit with such fiduciary at the same time for such purpose, shall be sufficient, to pay when due the principal of, and interest due and to become due on said 2009 Certificates on and prior to the applicable maturity date thereof. (C) As used in this Section, the term "Federal Obligations° means (i) non-callable, direct obligations of the United States of America, (ii) non-callable and non - prepayable, direct obligations of any agency of the United States of America, which are unconditionally guaranteed by the United States of America as to full and timely payment of principal and interest, (iii) non - callable, non - prepayable coupons or interest installments from the securities described in clause (i) or clause (ii) of this paragraph, which are stripped pursuant to programs of the Department of the Treasury of the United States of America, or (iv) coupons or interest installments stripped from bonds of the Resolution Funding Corporation. Section 20. Book -Entry System. In order to provide for the initial issuance of the 2009 Certificates, in a form that provides for a system of book -entry only transfers, the ownership of one fully pal amount of such maturity, shall be registered 2009 Certificate for each maturity, in the aggregate princi registered in the name of Cede & Co., as a nominee of The Depository Trust Company, as securities depository for the 2009 Certificates. The Village Treasurer or the Acting Village Teasurer is authorized to R, I I, I III � K Ordinance 2009- FI -BNDS -1268 Approving Amended & Restated V Installment Purchase Agmt/ Gen. Fund Refunding CaR - Page 20 of 22 .Z execute and deliver on behalf of the Village such letters to, or agreements with, the securities depository as shall be necessary to effectuate such book -entry system. The Village may remove the securities depository at any time. In case at any time the e securities depository shall resign or shall be removed or shall become incapable of acting, then the Village shall appoint a successor securities depository to provide a system of book -entry only transfers for the 2009 Certificates, by written notice to the predecessor securities depository directing it to notify its participants (those persons for whom the securities depository holds securities) of the appointment of a successor securities depository. The Village may terminate the system of book -entry only transfers for the 2009 Certificates at any time, by written notice to the securities depository directing it to notify its participants of the availability of printed 2009 Certificates. In such event, the Village shall issue and the registrar shall authenticate, register and deliver to the beneficial owners of the 2009 Certificates, printed 2009 Certificates in M1j replacement of such beneficial owners' beneficial interests in the 2009 Certificates, all as shown in the r i records maintained by the securities depository. Section 21. Ordinance to Constitute a Contract. The provisions of this ordinance shall k constitute a contract between the Village and the registered owners of the 2009 Certificates. Any pledge i made in this ordinance and the provisions, covenants and agreements herein set forth to be performed by I for on behalf of the Village shall be for the equal benefit protection and security of the owners of any and all of the 2009 Certificates. All of the 2009 Certificates, regardless of the time or times of their issuance, shall be of equal rank without preference, priority or distinction of any of the 2009 Certificates over any other thereof except as expressly provided in or pursuant to this ordinance. This ordinance shall constitute full authority for the issuance of the 2009 Certificates and to the extent that the provisions of this ordinance conflict with the provisions of any other ordinance or resolution of the Village, the j e shall be provisions of this ordinance shall control. If any section, paragraph or provision of this ordinanc Ordinance 2009- FI -BND -S -1268 Approving Amended & Restated Installment Purchase Agmt/ Gen. Fund Refunding cart. Page 21 of 22 held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this ordinance. Section 22. Publication. The Village Clerk is hereby authorized and directed to publish this ordinance in pamphlet form and to file copies thereof for public inspection in his office. Section 23. Effective Date. This ordinance shall become effective upon its passage, approval and publication in pamphlet form. APPROVED THIS 14' day of July, 2009. PASSED THIS 14t' day of July, 2009. Ayes: Trustees Aktipis, Moy, Saiyed, Wolin and Zannis Nays: None Absent'. Trustee Carson ATTEST: -dc" — Charlotte K Pruss Village Clerk Ordinance 2009-FI- BND- 5-1268 Approving Amended & Restated Installment Purchase Agmtl Gen. Fund Refunding Cert. Page 22 of 22 CERTIFICATE I, Charlotte Pruss, Village Clerk of the Village of Oak Brook, Illinois, hereby certify that the foregoing ordinance entitled: 'Ordinance Approving an Amended and Restated Installment Purchase Agreement and Authorizing the Issuance of $2,280,000 General Fund Refunding Certificates, Series 2009, of the Village of Oak Brook, Illinois,* is a true copy of an original ordinance that was duly adopted by the recorded affirmative votes of a majority of the members of the President and Board of Trustees of the Village at a meeting thereof that was duly called and held at 7:30 p.m. on July 14, 2009, in the Village Hall at 1200 Oak Brook Road, and at which a quorum was present and acting throughout, and that said copy has been compared by me with the original ordinance signed by the Village President on July 14, 2009, and thereafter published in pamphlet form on July 23 2009 and recorded in the Ordinance Book of the Village and that it is a correct transcript thereof and of the whole of said ordinance, and that said ordinance has not been altered, amended, repealed or revoked, but is in full force and effect IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Village this 23rd day of July 2009. MOM A 1 .. (SEAL) cMO2_60725977v6 209767 - 00004 7114/7009 2:14 PM AMENDED AND RESTATED INSTALLMENT PURCHASE AGREEMENT AMENDED AND RESTATED INSTALLMENT PURCHASE AGREEMENT (the "Purchase Agreement "), dated as of July 15, 2009, by and between the Village of Oak Brook, Illinois (the "Village ") and Sharon Dangles, the Acting Village Treasurer of the Village of Oak Brook, Illinois (the "Village "), as the nominee seller (the "Nominee Seller ") for the hereinafter defined Project. RECITALS: 1. Pursuant to and in accordance with the provisions of Section 11 -61 -3 of the Illinois Municipal Code, 65 Illinois Compiled Statutes 5 (the "Act "), and the Local "l Government Debt Reform Act, 30 Illinois Compiled Statutes 350 (the "Local Government Debt Reform Act") and pursuant to an ordinance adopted by the President and Board of Trustees of the Village on December 12, 2000 and entitled: "Ordinance Approving an Installment Purchase 4 Agreement and Authorizing the Issuance of $4,000,000 General Fund Certificates, Series 2001, of the Village of Oak Brook, Illinois," the Village previously entered into an Installment Purchase Agreement dated as of December 1, 2000 (the "Original Purchase Agreement ") to provide for the purchase of the herein- defined Project, with a repayment term not to exceed twenty years. 5 2. The improvements constituting the Project consist of costs of construction of improvements to the Village's Municipal Building Complex (the "Project "). The Project includes the construction of an addition on the west side of the Village Hall of approximately 32,700 square feet and the renovation of the existing Village Hall. 6 3. The Village now desires to refinance the remaining installment payments due under the Original Purchase Agreement. The refinancing contemplated herein is permitted under the provisions of the Local Government Debt Reform Act and pursuant to an ordinance adopted by the President and Board of Trustees of the Village on July 14, 2009 and entitled: "Ordinance Approving and Authorizing Execution of an Amended and Restated Installment Purchase Agreement and the Issuance of $2,280,000 General Fund Refunding Certificates, Series 2009, of the Village of Oak Brook, Illinois" (the "Ordinance "). This Purchase Agreement, as so authorized, has a repayment term not to exceed twenty years. The estimated remaining total cost of the Project, including refinancing of the costs of construction, equipping, architectural, engineering, legal, financial and other expenses related to the Project and the expenses related to the refinancing contemplated herein, is $2,280,000, and there are insufficient Village funds on hand and lawfully available to pay such costs. 4. Pursuant to the provisions of the Act, the Village has the power, among i other things, to purchase or lease either real or personal property for public purposes pursuant to contracts which provide for the consideration for such purchase or lease to be paid through installments to be made at stated intervals during a certain period of time, but in no case shall such contracts provide for the consideration to be paid during a period of time in excess of minty years. The indebtedness incurred under Section 11 -61 -3 of the Act when aggregated with 06ating indebtedness of the Village, may not exceed the debt limits provided in Division 5 of Article 8 of the Act. Lai 5. This Purchase Agreement is a contract as described in the Act and constitutes a bond as described in the Local Government Debt Reform Act. This Purchase Agreement is issued in part pursuant to the provisions of the Local Government Debt Reform Act and this recital shall be conclusive as against the Village, the Board of Trustees of the Village and any other person as to the validity of this Purchase Agreement and its compliance with the provisions of the Local Government Debt Reform Act. This Purchase Agreement supersedes the Original Purchase Agreement in its entirety. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements hereinafter set forth and other valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Pursuant to the Ordinance, the Village will issue its $2,280,000 aggregate principal amount of General Fund Refunding Certificates, Series 2009 (the "Certificates "), evidencing fractionalized interests of the owners thereof in the right to receive amounts due hereunder. The Nominee Seller has entered into an Assignment Agreement dated as of July 1, 4 2009 (the "Assignment Agreement'), with The Bank of New York Mellon Trust Company, N.A., as assignee on behalf of the holders from time to time of the Certificates (the "Assignee "), providing for the sale and assignment of this Purchase Agreement (including specifically, the right to receive the payments due hereunder), by the Nominee Seller to the Assignee. The Village hereby consents to such sale and assignment of this Purchase Agreement pursuant to the Assignment Agreement. No other transfer or assignment of this Purchase Agreement, or any 5 term or provision hereof, may be made hereunder without the prior written consent of the parties hereto. Any other such transfer or assignment, without the prior written consent of the parties hereto, shall not vest in the transferee or assignee any right, title or interest in this Purchase Agreement or the Project. The Assignee, as the purchasers and assignee of this Purchase Agreement, shall not assume any liability for the performance of any contractor, all such 6 liability, if any, being specifically waived by the Village. 2. Pursuant to Section 17(b) of the Local Government Debt Reform Act, the Acting Village Treasurer, as Nominee Seller, and the Village are authorized to enter into this Purchase Agreement and, when this Purchase Agreement is fully executed and filed with the Nominee Seller, the Village will be authorized to issue the Certificates evidencing the indebtedness incurred by the Village under this Purchase Agreement. The Nominee Seller is acting hereunder as the nominee for the various contractors who previously entered into contracts with the Village concerning the Project, including contracts relating to financial, legal, architectural and engineering services. Upon the resignation or removal of Sharon Dangles, as Acting Village Treasurer, her successor as Acting Village Treasurer shall become the Nominee Seller under this Purchase Agreement. 3. The Village hereby agrees to purchase the Project and to pay to the assignee of this Purchase Agreement (being the holders from time to time of the Certificates) the installment payments set forth below, which represent principal payments and interest on unpaid Principal as follows: -2- December 1, 2013 274,787.50 The principal and interest components of each installment payment (the "Debt Service Payments ") made hereunder on the dates specified (the "Debt Service Payment Dates ") are set forth in Exhibit A attached hereto and made a part hereof. Principal amounts of the Debt Service Payments which become due hereunder are due December 1 in each year set forth above and are payable in lawful money of the United States of America. Principal amounts of the Debt Service Payments due hereunder shall bear interest (calculated on the basis of a 360 -day year consisting of twelve 30 -day months) payable in lawful money of the United States of America on December 1 and June 1 of each year, beginning on December 1, 2009, at the following rates per annum: 2.00% for the Installment 2.00% for the Installment Payment Date Payment Payment Date Payment December 1, 2009 $227,090.56 June 1, 2014 $ 16,918.75 June 1, 2010 27,187.50 December 1, 2014 276,918.75 December 1, 2010 272,187.50 June 1, 2015 13,343.75 June 1, 2011 24,737.50 December 1, 2015 278,343.75 December 1, 2011 269,737.50 June 1, 2016 9,368.75 June 1, 2012 22,287.50 December 1, 2016 284,368.75 December 1, 2012 272,287.50 June 1, 2017 4,900.00 June 1, 2013 19,787.50 December 1, 2017 284,900.00 December 1, 2013 274,787.50 The principal and interest components of each installment payment (the "Debt Service Payments ") made hereunder on the dates specified (the "Debt Service Payment Dates ") are set forth in Exhibit A attached hereto and made a part hereof. Principal amounts of the Debt Service Payments which become due hereunder are due December 1 in each year set forth above and are payable in lawful money of the United States of America. Principal amounts of the Debt Service Payments due hereunder shall bear interest (calculated on the basis of a 360 -day year consisting of twelve 30 -day months) payable in lawful money of the United States of America on December 1 and June 1 of each year, beginning on December 1, 2009, at the following rates per annum: 2.00% for the principal installment due in the year 2009; 2.00% for the principal installment due in the year 2010; 2.00% for the principal installment due in the year 2011; 2.00% for the principal installment due in the year 2012; 2.25% for the principal installment due in the year 2013; 2.75% for the principal installment due in the year 2014; 3.00% for the principal installment due in the year 2015; 3.25% for the principal installment due in the year 2016; and 3.50% for the principal installment due in the year 2017. 9 Debt Service Payments made hereunder will be deposited into the Debt Service Account established and maintained under the Ordinance. 5. Moneys received by the Village from the Assignee under the Assignment Agreement shall be deposited to the credit of a special account of the Village to be known as the "Certificate Proceeds Account." Moneys in the Certificate Proceeds Account shall be used for the purpose of refunding $2,225,000 outstanding principal amount of the General Fund Certificates, Series 2001, of the Village, maturing in the years 2009 to 2015, inclusive, and for the payment of costs of issuance of the Certificates, but may hereafter be reappropriated and used for other purposes if the amount remaining in the Certificate Proceeds Account after such reappropriation will be sufficient to complete the Project and such reappropriation is permitted under Illinois law and will not adversely affect the exclusion from gross income for Federal income tax purposes of interest on the Certificates. -3- 6. No right, title or interest, legal or equitable, in the Project, or any part thereof, shall vest, under any circumstances, in any contractor or the Assignee. 7. No extension, change, modification or amendment to or of this Purchase Agreement shall be made or claimed, and no notice of any extension, change, modification or amendment made or claimed shall have any force or effect whatsoever unless it shall be made in writing and signed by the parties hereto. No changes, modifications or amendments to the payment or assignment of payment provisions hereof are effective as to the Assignee unless specifically consented to in writing by the Assignee. 8. The Village recognizes that Section 149(a) of the Internal Revenue Code of 1986 requires the Certificates and this Purchase Agreement to be issued and to remain in fully registered form in order that interest thereon is exempt from Federal income taxation under laws in force at the time this Purchase Agreement is delivered. In this connection, the Village agrees that it will not take any action to permit the Certificates or this Purchase Agreement to be issued in, or converted into, bearer or coupon form. 9. The Village hereby represents, warrants and agrees that the obligation to make the payments due hereunder shall be a contractual obligation of the Village, subject to annual appropriation and payable without priority from the general funds of the Village and such other sources of payment as are otherwise lawfully available. The Village has agreed and covenanted to budget funds of the Village annually and in a timely manner so as to provide for the making of all payments when due under the terms of this Purchase Agreement. The Village has also pledged the sales tax and use tax receipts derived by the Village from taxes imposed under the Use Tax Act, 35 Illinois Compiled Statutes 105; the Service Use Tax Act, 35 Illinois Compiled Statutes 110; the Service Occupation Tax Act, 35 Illinois Compiled Statutes 115; and the Retailer's Occupation Tax Act, 35 Illinois Compiled Statutes 120, as further security for the payment of amounts due under this Purchase Agreement. Such pledge is on a parity with the prior pledge of the sales tax and use tax receipts as security for the payment of the General Fund Certificates, Series 1999, of the Village and General Fund Refunding Certificates, Series 2003, of the Village. The Village represents and warrants that the total amounts due hereunder, together with all other indebtedness of the Village, are within all statutory and constitutional debt limitations. 10. There is no statutory authority for the levy of a separate tax in addition to other Village taxes or the levy of a special tax unlimited as to rate or amount to pay the Debt Service Payments due hereunder and that no person shall have the right to mandamus any tax in connection with payments to be made hereunder. 11. The Village shall not take, or omit to take, any action lawful and within its power to take, which action or omission would cause interest to be paid under this Purchase Agreement to become subject to Federal income taxes in addition to Federal income taxes to which interest thereon is subject on the date of execution thereof. The Village shall not permit any of the Project financed or refinanced with such proceeds, to be used in any manner that would cause this Purchase Agreement to constitute a "private activity bond" within the meaning of Section 141 of the Code. ME The Village shall not permit any moneys to be invested in any manner that would cause this Purchase Agreement to constitute an "arbitrage bond" within the meaning of Section 148 of the Code or a "hedge bond" within the meaning of Section 149(g) of the Code. The Village shall comply with the provisions of Section 148(f) of the Code relating to the rebate of certain investment earnings at periodic intervals to the United States of America. Pursuant to Section 265(b)(3)(B) of the Code, the Village hereby designates this Purchase Agreement as a "qualified tax- exempt obligation" as defined in Section 265(b)(3) of the Code. The Village represents that the reasonably anticipated amount of tax- exempt obligations that will be issued by the Village and all subordinate entities of the Village during the current calendar year does not exceed $30,000,000. The Village covenants that it will not designate and issue more than $30,000,000 aggregate principal amount of tax- exempt obligations in the current calendar year. For purposes of the two preceding sentences, the term "tax- exempt obligations" does not include "private activity bonds" (as defined in Section 141 of the Code). 12. The covenants and agreements herein contained shall extend to and be obligatory upon the heirs, executors, administrators and assigns of the respective parties. 13. In the event any provision of the Purchase Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 14. If the Village should default in the performance of its obligations hereunder, the owner of this Purchase Agreement shall be entitled to collect from the Village all costs, fees and expenses incurred by such owner in regard to the same, including but not limited to reasonable attorneys' fees and expenses, and the Village shall pay the same upon demand therefor. 15. This Purchase Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. -5- IN WITNESS WHEREOF, the parties to this Purchase Agreement have hereunto set their hands as of this 15th day of July, 2009. SHARON DANGLES, ACTING VILLAGE TREASURER, as Nominee Seller Ma ATTEST: Village Clerk 'a Principal Payment Date Component EXHIBIT A Interest Component Debt Service Payment December 1, 2009 $205,000 $22,090.56 $227,090.56 June 1, 2010 27,187.50 27,187.50 December 1, 2010 245,000 27,187.50 272,187.50 June 1, 2011 24,737.50 24,737.50 December 1, 2011 245,000 24,737.50 269,737.50 June 1, 2012 22,287.50 22,287.50 December 1, 2012 250,000 22,287.50 272,287.50 June 1, 2013 19,787.50 19,787.50 December 1, 2013 255,000 19,787.50 274,787.50 June 1, 2014 16,918.75 16,918.75 December 1, 2014 260,000 16,918.75 276,918.75 June 1, 2015 13,343.75 13,343.75 December 1, 2015 265,000 13,343.75 278,343.75 June 1, 2016 9,368.75 9,368.75 December 1, 2016 275,000 9,368.75 284,368.75 June 1, 2017 4,900.00 4,900.00 December 1, 2017 280,000 4,900.00 284,900.00 .Pa02_60725904V5209767 -000047/1420092:55 PM -7- ASSIGNMENT AGREEMENT RELATING TO AN AMENDED AND RESTATED INSTALLMENT PURCHASE AGREEMENT THIS ASSIGNMENT AGREEMENT, dated as of July 15, 2009, is made by and between Sharon Dangles, the Village Treasurer of the Village of Oak Brook, Illinois (the "Assignor ") and The Bank of New York Mellon Trust Company, N.A., as paying agent (the "Assignee "); WITNESSETH: WHEREAS, the Village of Oak Brook, Illinois (the "Village ") and Sharon Dangles, the Village Treasurer of the Village, acting as Nominee Seller, have entered into an Amended and Restated Installment Purchase Agreement (the "Agreement') with respect to the refinancing of the previous acquisition and construction of improvements to the Municipal Building Complex owned by the Village (the "Project') and a copy of the Agreement is attached hereto; and WHEREAS, a portion of the purchase price for the Project is to be paid on an installment basis as provided in the Agreement; and WHEREAS, the Assignor, as the Nominee Seller under the Agreement, wishes to assign and transfer to the Assignee all of its rights, title and interest in and to all of the payments to be made to the Assignor by the Village under the Agreement; NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, and other valuable consideration, it is mutually agreed between the Assignor and the Assignee as follows: 1. That the Assignor hereby assigns and transfers to the Assignee for the sole benefit of the holders from time to time of the General Fund Refunding Certificates, Series 2009, of the Village, all of its rights, title and interest in and to all of the payments to be made to the Assignor by the Village under the Agreement. 2. That the Assignor further agrees that it shall at any time hereafter, upon the request of the Assignee, make, execute and deliver all other documents, acts and things as may be necessary or proper to perfect said transfer and cause said payments to be made to the Assignee. 3. That the Assignee shall have no obligation or liability under the Agreement by reason of or arising out of, this Assignment; nor shall the Assignee be obligated to perform any of the obligations or duties thereunder of the Assignor or of the Village. 4. Reserved. S. That the Assignor shall not agree to any amendment of nor departure from the Agreement affecting in any way the payments to be received by the Assignee. Agreement, and in the name of the Assignor, or otherwise, to take all actions that Assignor would be entitled to take thereunder. 6. That this Assignment may be executed in several counterparts, each of which shall be an original, and all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the Assignor and the Assignee have each caused this Assignment to be executed, all as of this fifteenth day of July, 2009. SHARON DANGLES, ACTING VILLAGE TREASURER, as Nominee Seller -2- CM02 60725905v5 209767 -00004 7202009 3:05 PM THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Paying Agent %AI Agreement, and in the name of the Assignor, or otherwise, to take all actions that Assignor would be entitled to take thereunder. 6. That this Assignment may be executed in several counterparts, each of which shall be an original, and all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the Assignor and the Assignee have each caused this Assignment to be executed, all as of this fifteenth day of July, 2009. SHARON DANGLES, ACTING VILLAGE TREASURER, as Nominee Seller -2- 7202009 3:05 PM THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Paying Agent By: 2009 ESCROW DEPOSIT AGREEMENT 2009 ESCROW DEPOSIT AGREEMENT dated as of July 15, 2009, by and between the Village of Oak Brook (the "Village "), a municipal corporation of the State of Illinois and The Bank of New York Mellon Trust Company, N.A. (the "Escrow Agent"), a bank organized and existing under the laws of the United States and having a principal corporate trust office in the City of Chicago, Illinois. WHEREAS, there are now outstanding and unpaid $2,225,000 aggregate principal amount of General Fund Certificates, Series 2001, of the Village maturing in the years 2009 through 2015 (the "Prior Certificates "), which are more particularly described as follows: DATED: December 1, 2001 REGISTRAR/PAYING AGENT: The Bank of New York Mellon Trust Company, N.A. PRINCIPAL DUE: December I INTEREST DUE: June 1 and December 1 MATURITIES AND INTEREST RATES: Year Principal Amount Interest Rate 2009 $275,000 4.70% 2010 285,000 4.70 2011 300,000 4.70 2012 315,000 4.70 2013 330,000 4.70 2014 350,000 4.70 2015 370,000 4.70 WHEREAS, the Village has authorized the issuance of its $ General Fund Refunding Certificates, Series 2009 (the "2009 Certificates ") and part of the proceeds of the 2009 Certificates, will be used to refund the Prior Certificates; WHEREAS, the Village has elected to redeem the Prior Certificates, on September 1, 2009, at a redemption price equal to 100% of the principal amount of the Prior Certificates; WHEREAS, a portion of the proceeds of the 2009 Certificates are to be invested in the obligations set forth in Schedule A attached hereto so that the maturing principal of and the interest earned on such obligations, together with other moneys held hereunder, will be sufficient to pay the redemption price of the Prior Certificates and the interest on the Prior Certificates as the same shall become due and payable on and prior to the September 1, 2009 redemption date. NOW THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter set forth, the parties hereto agree as follows: 1. There is hereby created and established with the Escrow Agent, a special and irrevocable escrow fund designated the "2009 Escrow Fund" (the "Escrow Fund ") to be held in the custody of the Escrow Agent separate and apart from other funds of or held by the Village or the Escrow Agent. in the custody of the Escrow Agent separate and apart from other funds of or held by the Village or the Escrow Agent. 2. Concurrently with the execution of this Agreement, the Village shall pay to the Escrow Agent for deposit in the Escrow Fund the sum of $2,250,850.22, from the proceeds of sale of the 2009 Certificates. Of the amount paid to the Escrow Agent, $2,250,850.00 shall be applied to the purchase of the United States Treasury Securities — State and Local Government Series listed in Schedule A attached hereto (the "Government Obligations ") and $0.22 shall be held uninvested in the Escrow Fund. The Escrow Agent shall deposit all moneys so received from the Village in the Escrow Fund and apply such moneys in accordance with this Section and Section 3 hereof. 3. The deposit of moneys and Government Obligations in and credited to the Escrow Fund shall constitute an irrevocable deposit of said moneys and Government Obligations and the interest earned thereon for the benefit of the owners of the Prior Certificates. The Escrow Agent shall deposit any proceeds (whether principal, interest or otherwise) derived from the Government Obligations in the Escrow Fund. The Escrow Agent shall from time to time pay over the moneys in the Escrow Fund to the paying agent for the Prior Certificates, in an amount sufficient to pay when due and payable the interest on the Prior Certificates to and including the September 1, 2009 redemption date, and the redemption price of the Prior Certificates to be redeemed on the redemption date. The closing balance remaining in the Escrow Fund after any semi - annual payment date, to the extent such balance shall exceed $1,000 from time to time, shall be invested in multiples of $100 in zero yield United States Treasury Certificates — State and Local Government Series maturing on the next payment date. 4. Except as provided herein, the Escrow Agent shall have no power or duty to invest any moneys held hereunder or to sell, transfer or otherwise dispose of, or to make substitutions of, the Government Obligations. The Escrow Agent shall not make substitutions of the Government Obligations held hereunder or sell, transfer or otherwise dispose of such Government Obligations provided, however, that: (a) At the written request of the Village and upon compliance with the conditions hereinafter stated, the Escrow Agent shall, to the extent from time to time permitted by law, have the power to sell, transfer, otherwise dispose of or request the redemption of the Government Obligations acquired hereunder and to substitute therefor other non - callable, direct obligations of the United States of America, Refcorp interest strips or securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, provided, that the full faith and credit of the United States of America has been pledged to any such direct obligation or guarantee. The Escrow Agent shall purchase such substituted Government Obligations with the proceeds derived from the sale, transfer, disposition or redemption of the Government Obligations. The substitution of Government Obligations described above may be effected only if: - CM02_60726105v2_209767 -00000 7/202009 5:29 PM -2 (i) the Escrow Agent shall certify, in reliance upon an opinion of a firm of independent certified public accountants, that the moneys and Government Obligations, including the interest to be earned thereon, to be substituted will be no less than an amount sufficient to pay the redemption price of the Prior Certificates on the September 1, 2009 redemption date, and to pay interest on the Prior Certificates to the redemption date, upon completion of such substitutions; and (ii) the Village shall furnish the Escrow Agent with an unqualified opinion of nationally recognized attorneys on the subject of municipal bonds to the effect that the substitution is then permitted by law and will not cause any of the Prior Certificates or the 2009 Certificates to become an "arbitrage bond" as hereinafter defined. (b) If any substitution of Government Obligations pursuant to the provisions of the preceding subparagraph (a) shall, after the satisfaction of all of the conditions set forth in clauses (i) and (ii) of said subparagraph (a), result in the creation of any surplus amount in the Escrow Fund that will not, in the opinion of the firm of independent certified public accountants referred to in clause (i) of said subparagraph (a), thereafter be required for the payment of the redemption price of, or the interest on, the Prior Certificates, in accordance with the provisions of this Agreement, the amount of such surplus shall, at the written request of the Village, be transferred to the Village. The Village hereby covenants that no part of the moneys or funds at any time in the Escrow Fund shall be used directly or indirectly to acquire any securities or obligations the acquisition of which would cause any of the Prior Certificates or 2009 Certificates to be an "arbitrage bond" as defined in Section 148 of the Internal Revenue Code of 1986, and the rules and regulations promulgated thereunder, as then in effect. 5. The Village has irrevocably elected to refund and redeem the Prior Certificates as provided in the Bond Ordinance and this Agreement. The Village hereby directs the Escrow Agent, in its capacity as bond registrar for the Prior Certificates, to mail notice of the redemption of the Prior Certificates, not less than 30 days nor more than 60 days prior to the applicable redemption date, to the registered owners of the Prior Certificates to be redeemed at their last addresses appearing in the registration books maintained by such bond registrar. 6. The owners of the Prior Certificates shall have an express lien on all moneys and obligations in the Escrow Fund until paid out and applied in accordance with this Agreement. The Escrow Agent shall have no lien on the Escrow Fund. 7. In consideration of all services rendered and to be rendered by the Escrow Agent under this Agreement, the Village will pay the Escrow Agent a fee of $300.00 on the date Of issuance of the 2009 Certificates. 8. The Escrow Agent may consult with counsel concerning any of its duties under this Agreement and shall be fully protected in any action taken in good faith in accordance 7ith such advice. The Escrow Agent shall be indemnified and saved harmless by the Village, from and against any and all liability, including all expenses reasonably incurred in its defense, '41102_60726105x2 209767 -00004 7202009 5:29 PM _3 to which the Escrow Agent shall be subject by reason of any action taken or omitted or any investment or disbursement of any part of the Escrow Fund made by the Escrow Agent pursuant to this Agreement; provided, however, the Escrow Agent shall not be indemnified by the Village for its negligence or willful misconduct. The costs and expenses of enforcing this right of indemnification shall also be paid by the Village. This right of indemnification shall survive the termination of this Agreement, and the resignation or removal of the Escrow Agent. 9. The Escrow Agent, acting in good faith and in its sole discretion, may disregard any and all notices or instructions given by the Village or by any other person, firm or corporation, except (i) notices or instructions specifically provided for under this Agreement and (ii) orders or process of any court. If any property subject to this Agreement is at any time attached, garnished, or levied upon under any court order or in case the payment, assignment, transfer, conveyance or delivery of any such property shall be stayed or enjoined by any court order, or in case any order, judgment or decree shall be made or entered by any court affecting such property or any part thereof, then and in any of such events the Escrow Agent, in its sole discretion, may rely upon and comply with any such order, writ, judgment, or decree which it is advised by its legal counsel is binding upon it. 10. The Escrow Agent shall be responsible in fulfilling its duties under this Agreement to a standard of care which could fairly be attributable to an experienced corporate escrow agent. The Escrow Agent shall also be duly protected in relying upon any written notice, demand, certificate or document which it in good faith believes to be genuine. 11. This Agreement shall terminate on January 10, 2010. Any moneys and obligations remaining in the Escrow Fund upon termination of this Agreement shall be transferred to the Village. 12. If any one or more of the covenants or agreements provided in this Agreement on the part of the Village or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenant or agreement shall be deemed and construed to be severable from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Agreement. 13. This Agreement is made for the benefit of the Village, the Escrow Agent and the owners from time to time of the Prior Certificates and it shall not be repealed, revoked, altered or amended without the written consent of all such owners, and the written consent of the Escrow Agent; provided however, that the Village and the Escrow Agent may, without the consent of, or notice to, such owners, enter into such agreements supplemental to this Agreement as shall not adversely affect the rights of such owners and as shall not be inconsistent with the terms and provisions of this Agreement, for any one or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Agreement; and (b) to grant to, or confer upon the Escrow Agent for the benefit of the owners of the Prior Certificates, any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, the Escrow Agent. CHIO2_60726105v2 209767 -00004 7202009 529 PM The Escrow Agent shall be entitled to rely exclusively upon an unqualified opinion of nationally recognized attorneys on the subject of municipal bonds with respect to compliance with this Agreement, including the extent, if any, to which any change, modification, addition or elimination affects the rights of the owners of the Prior Certificates or that any instrument executed hereunder complies with the conditions and provisions of this Section. 14. Any notice, authorization, request for consent or demand required or permitted to be given in accordance with the terms of this Agreement shall be in writing. 15. This Agreement may be executed in several counterparts, all of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument. -5- L'II02_ M61 05v2 209767 -00004 7202009 Sag PM IN WITNESS WHEREOF, the parties hereto have each caused this 2009 Escrow Deposit Agreement to be executed by their duly authorized officers as of the date first above written. (SEAL) Attest: village Clerk (SEAL) Attest: -6- 607161 VILLAGE OF OAK BROOK 0 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Escrow Agent By Trust Officer IN WITNESS WHEREOF, the parties hereto have each caused this 2009 Escrow Deposit Agreement to be executed by their duly authorized officers as of the date fast above written. (SEAL) Attest: Village Clerk (SEAL) Attest: Vice president VILLAGE OF OAK BROOK Village President THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Escrow Agent , NOR MI .1 6 7 8 04 1x-11h� GOVERNMENT OBLIGATIONS Schedule of SLGS Securities Security Principal i Interest Rate I Maturity Date Number Amount I (percentage) (mmddyyyy) I_ $2,250,850.00 0.14% 09/01/09 First Interest Payment (mmddyyy) 09/01/09 No. 7 United States of America State of Illinois Counties of DuPage and Cook VILLAGE OF OAK BROOK GENERAL FUND REFUNDING CERTIFICATE, SERIES 2009 INTEREST RATE MATURITY DATE DATED DATE CUSIP 3.00% December 1, 2015 July 15, 2009 671088 CK6 REGISTERED OWNER: Cede & Co. PRINCIPAL AMOUNT: Two Hundred Sixty Five Thousand Dollars ($265,000) The VILLAGE OF OAK BROOK, a municipal corporation of the State of Illinois situate in the Counties of DuPage and Cook, acknowledges itself indebted and for value received hereby promises to pay to the registered owner of this certificate, or registered assigns, the principal amount specified above on the maturity date specified above, and to pay interest on such principal amount from the date hereof at the interest rate per annum specified above, computed on the basis of a 360 day year consisting of twelve 30 day months and payable in lawful money of the United States of America on December 1, 2009 and semiannually thereafter on December 1 and June 1 in each year until the principal amount shall have been paid, to the registered owner of record hereof as of the 15� day of the calendar month next preceding such interest payment date, by wire transfer pursuant to an agreement by and between the Village and the registered owner, or otherwise by check or draft mailed to the registered owner at the address of such owner appearing on the registration books maintained by the Village for such purpose at the principal corporate trust office of The Bank of New York Mellon Trust Company, N.A., in the City of Chicago, Illinois, as registrar or its successor (the "Registrar"). This certificate, as to principal when due, will be payable in lawful money of the United States of America upon presentation and surrender of this certificate at the office of the Registrar. This certificate is one of a series of certificates issued in the aggregate principal amount of $2,280,000, which are authorized and issued under and pursuant to the provisions of Section 11 -61 -3 of the Illinois Municipal Code, 65 Illinois Compiled Statutes 5, and the Local Government Debt Reform Act, 30 Illinois Compiled Statutes 350, and under and in accordance with an ordinance adopted by the President and Board of Trustees of the Village on July 14, 2009 and entitled: "Ordinance Approving an Amended and Restated Installment Purchase Agreement and Authorizing the Issuance of $2,280,000 General Fund Refunding Certificates, Series 2009, of the Village of Oak Brook, Illinois' (the "Ordinance'). The Village Treasurer or the Acting Village Treasurer, as the nominee seller for the various contractors who previously designed and constructed various improvements and the Village have entered into that certain Amended and Restated Installment Purchase Agreement dated as of July 15, 2009 (the "Installment Purchase Agreement"), pursuant to which the Village will purchase certain previously constructed improvements to the Village's Municipal Complex. At the direction and with the consent of the Village, the Village Treasurer or the Acting Village Treasurer, as nominee seller under the Installment Purchase Agreement, has assigned his rights to receive amounts due under the Installment Purchase Agreement to The Bank of New York Mellon Trust Company, N.A., as assignee for the benefit of the certificateholders. This certificate evidences the fractionalized interest in the right of the owner hereof to receive payment of amounts due under the Installment Purchase Agreement. FOR THE PURPOSE OF PROVIDING FUNDS NECESSARY TO PAY AMOUNTS DUE UNDER THE INSTALLMENT PURCHASE AGREEMENT, THE VILLAGE HAS AGREED AND COVENANTED TO MAKE PROVISION THEREFOR IN EACH ANNUAL BUDGET TO BE ADOPTED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE.. PURSUANT TO SECTION 13 OF THE LOCAL GOVERNMENT DEBT REFORM ACT AND TO THE EXTENT PROVIDED IN THE ORDINANCE, THE VILLAGE HAS ALSO PLEDGED THE SALES TAX AND USE TAX RECEIPTS DERIVED BY THE VILLAGE FROM TAXES IMPOSED UNDER THE USE TAX ACT, 36 ILLINOIS COMPILED STATUTES 105; THE SERVICE USE TAX ACT, 36 ILLINOIS COMPILED STATUTES 110; THE SERVICE OCCUPATION TAX ACT, 35 ILLINOIS COMPILED STATUTES 115; AND THE RETAILER'S OCCUPATION TAX ACT, 35 ILLINOIS COMPILED STATUTES 120. THE OBLIGATION OF THE VILLAGE TO MAKE PAYMENT OF AMOUNTS DUE UNDER THE INSTALLMENT PURCHASE AGREEMENT CONSTITUTES A CONTRACTUAL OBLIGATION OF THE VILLAGE, SUBJECT TO ANNUAL APPROPRIATION AND PAYABLE WITHOUT PRIORITY FROM THE GENERAL FUND OF THE VILLAGE. THERE IS NO STATUTORY AUTHORITY FOR THE LEVY OF A SEPARATE TAX IN ADDITION TO OTHER VILLAGE TAXES OR THE LEVY OF A SPECIAL TAX UNLIMITED AS TO RATE OR AMOUNT TO PAY AMOUNTS DUE UNDER THE INSTALLMENT PURCHASE AGREEMENT. NO PERSON SHALL HAVE THE RIGHT TO MANDAMUS ANY TAX IN CONNECTION WITH PAYMENTS TO BE MADE UNDER THE INSTALLMENT PURCHASE AGREEMENT. This certificate is transferable only upon such registration books by the registered owner hereof in person, or by his attorney duly authorized in writing, upon surrender hereof at the office of the Registrar together with a written instrument of transfer satisfactory to the Registrar duly executed by the registered owner or by his duly authorized attorney, and thereupon a new registered certificate or certificates, in the authorized denominations of $5,000 or any integral multiple thereof and of the same aggregate principal amount, maturity and interest rate as this certificate shall be issued to the transferee in exchange therefor. In like manner, this certificate may be exchanged for an equal aggregate principal amount of certificates of the same maturity and interest rate and of any of such authorized denominations. The Village or the Registrar may make a charge sufficient for the reimbursement of any tax, fee or other governmental charge required to be paid with respect to the transfer or exchange of this certificate. No other charge shall be made for the privilege of making such transfer or exchange. The Village and the Registrar may treat and consider the person in whose name this certificate is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal and interest due hereon and for all other purposes whatsoever. This certificate shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been duly executed by the Registrar. It is hereby certified, recited and declared that this certificate is issued in part pursuant to the Local Govemment Debt Reform Act, that all acts, conditions and things required to be done, exist and be performed precedent to and in the issuance of this certificate in order to make it a legal, valid and binding obligation of the Village have been done, exist and have been performed in regular and due time, form and manner as required by law, and that the series of certificates of which this certificate is one, together with all other indebtedness of the Village, is within every debt or other limit prescribed by law. IN WITNESS WHEREOF, the Village of Oak Brook has caused this certificate to be executed in its name and on its behalf by the manual or facsimile signature of its Village President, and its corporate seal, or a facsimile thereof, to be hereunto affixed or ASSIGNMENT For value received the undersigned sells, assigns and transfers unto the within bond and hereby irrevocably constitutes and appoints attorney to transfer the said bond on the books kept for registration thereof, with full power of substitution in the premises. Dated Signature Guarantee: