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S-1123 - 06/06/2005 - FINANCE - Ordinances ExhibitsEXHIBIT A LEGAL DESCRIPTION OF THE OAK BROOK PROMENADE REDEVELOPMENT PROJECT AREA m Commonly known as: 3001 -3003 and 3121 Butterfield Road, Oak Brook, Illinois PARCEL 1 06 -28 -103 -009 LOT 2 OF BUTLER COMPANY M -1 INC. ASSESSMENT PLAT NO. 2 EXCEPT THE WESTERLY 265 FEET THEREOF AS MEASURED ALONG THE NORTHERLY LINE THEREOF, AND EXCEPT THAT PART THEREOF DESCRIBED AS FOLLOWS: THAT PART OF LOT 2, AFORESAID, IN THE NORTH HALF OF SECTION 28, TOWNSHIP 39 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED JULY 89 1964 AS DOCUMENT R64 -24069 IN DUPAGE COUNTY, ILLINOIS, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF SAID LOT 2, BEING THE POINT OF INTERSECTION OF THE SOUTH RIGHT OF WAY LINE OF F.A. ROUTE 131 WITH THE EXISTING CENTER LINE OF MEYERS ROAD; THENCE WESTERLY ALONG SAID SOUTH RIGHT OF WAY LINE, A DISTANCE OF 55.4 FEET TO A POINT ON THE EXISTING WEST RIGHT OF WAY LINE OF MEYERS ROAD FOR A POINT OF BEGINNING; THENCE SOUTHWESTERLY ALONG SAID WEST RIGHT OF WAY LINE WHICH FORMS AN ANGLE OF 58 DEGREES 25 MINUTES 31 SECONDS TO THE LEFT WITH A PROLONGATION OF THE LAST DESCRIBED COURSE, A DISTANCE OF 361.1 FEET TO A POINT, SAID WEST RIGHT OF WAY LINE BEING THE EAST LINE OF THE CHICAGO TITLE AND TRUST COMPANY, AS TRUSTEE UNDER TRUST NUMBER 46940 PROPERTY; THENCE NORTHEASTERLY ALONG A LINE WHICH FORMS AN ANGLE OF 176 DEGREES 08 MINUTES 00 SECONDS TO THE RIGHT WITH A PROLONGATION OF THE LAST DESCRIBED COURSE, A DISTANCE OF 347.5 FEET TO A POINT ON THE SOUTH RIGHT OF WAY LINE OF F.A. ROUTE 131; THENCE EASTERLY ALONG SAID SOUTH RIGHT OF WAY LINE, A DISTANCE OF 27.5 FEET TO THE POINT OF BEGINNING, BEING THE LAND CONVEYED TO THE PEOPLE OF THE STATE OF ILLINOIS, DEPARTMENT OF TRANSPORTATION BY DEED RECORDED JULY 29, 1974 AS DOCUMENT R74- 38411. Ordinance 2005- TX- TIF -EX2 -S -1123 Providing for Issuance of $4,250,000 Note & Pledging Tax Revenues Page 17 of 17 Section 26 Publication. This Ordinance shall be published within ten (10) days of Its passage in pamphlet form, by authority of the Corporate Authorities, but shall be immediately in full force and effect upon its adoption and approval. APPROVED THIS 6t' day of June, 2005 Ke in Quinlan Village President PASSED THIS 6 1 day of June, 2005 Ayes: Trustees Craig, Kennedy, Sanford and Yusuf Nays None Absent None C; Recuse: Trustees Aktipis and Manofs ATTEST: Linda K. Gonnella, CMC UN Village Clerk PARCEL 2 06 -28- 103 -014 THAT PART OF NORTHERN ILLINOIS GAS COMPANY'S 82.5 FOOT RIGHT OF WAY KNOWN AS NORTHERN ILLINOIS GAS COMPANY YORK TOWNSHIP ASSESSMENT PLAT NO. 1 (PLAT DOCUMENT 950269) LYING SOUTH OF AND ABUTTING LOT 2 (EXCEPT THE WESTERLY 265, FEET AS MEASURED ALONG THE NORTHERLY LINE THEREOF), IN BUTLER COMPANY M -1 INC. ASSESSMENT PLAT NO. 2, OF PART OF THE NORTHWEST QUARTER OF SECTION 28, TOWNSHIP 39 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED JULY 8, 1964 AS DOCUMENT R64- 24069, IN DUPAGE COUNTY, ILLINOIS; ALSO DESCRIBED AS FOLLOWS: THAT PART OF NORTHERN ILLINOIS GAS COMPANY PARCEL NO. NIG 2 -63, AS SHOWN ON NORTHERN ILLINOIS GAS COMPANY YORK TOWNSHIP ASSESSMENT PLAT NO. 1, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF LOT 1 IN GLIDDEN SUBDIVISION, AS RECORDED OCTOBER 3, 1969 AS DOCUMENT R69 -43878 FOR A POINT OF BEGINNING; THENCE NORTH 65 DEGREES 27 MINUTES 37 SECONDS EAST ALONG THE NORTH LINE OF SAID PARCEL NIG 2 -63 (BEING ALSO THE SOUTHERLY LINE OF LOT 2 IN BUTLER COMPANY M -1 INC. ASSESSMENT PLAT NO. 2, AS RECORDED JULY 8, 1964 AS DOCUMENT R64- 24069), 517.90 FEET, MORE OR LESS, TO A POINT ON THE NORTHWESTERLY LINE OF NORTHERN ILLINOIS TOLL HIGHWAY PARCEL NO. E -2 -63.5; THENCE SOUTH 04 DEGREES 30 MINUTES 01 SECOND WEST ALONG SAID NORTHWESTERLY LINE OF PARCEL NO. E -2 -63.5, 94.36 FEET, MORE OR LESS, TO AN ANGLE POINT IN SAID NORTHWESTERLY LINE; THENCE SOUTH 65 DEGREES 27 MINUTES 37 SECONDS WEST ALONG SAID NORTHWESTERLY LINE OF PARCEL NO. E -2 -63.51 465.95 FEET, MORE OR 'LESS, TO THE INTERSECTION OF THE SOUTHERLY EXTENSION OF THE AFOREMENTIONED EASTERLY LINE OF LOT 1 IN GLIDDEN SUBDIVISION WITH SAID NORTHWESTERLY LINE OF PARCEL NO. E -2 -63.5; THENCE NORTH 28 DEGREES 48 MINUTES WEST ALONG THE SOUTHERLY EXTENSION OF THE EASTERLY LINE OF SAID LOT 1 IN GLIDDEN SUBDIVISION 82.73 FEET, MORE OR LESS, TO THE POINT OF BEGINNING, ALL IN SECTION 28, TOWNSHIP 39 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN DUPAGE COUNTY, ILLINOIS. PARCEL 3 06 -28- 103 -005 LOT 1 IN GLIDDEN SUBDIVISION NO. 1, BEING A SUBDIVISION OF THE WESTERLY 265 FEET AS MEASURED ALONG THE NORTHERLY LINE THEREOF, OF LOT 2 IN BUTLER COMPANY M -1 INCORPORATED ASSESSMENT PLAT NO. 2 OF PART OF THE NORTHWEST QUARTER OF -19- SECTION 28, TOWNSHIP 39 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT OF SAID GLIDDEN SUBDIVISION NO. 1 RECORDED OCTOBER 3, 1969 AS DOCUMENT R69- 43878, IN DUPAGE COUNTY, ILLINOIS PARCEL 4 06 -28 -103 -014 THAT PART OF NORTHERN ILLINOIS GAS COMPANY PARCEL NO. NIG 2 -63 AS SHOWN ON NORTHERN ILLINOIS GAS COMPANY YORK TOWNSHIP ASSESSMENT PLAT NO. 1, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF LOT 1 IN GLIDDEN SUBDIVISION AS RECORDED OCTOBER 3, 1969 AS DOCUMENT R69 -43878 AND PROCEEDING SOUTH 28 DEGREES 48 MINUTES EAST ALONG A SOUTHERLY EXTENSION OF THE EAST LINE OF SAID LOT 1, A DISTANCE OF 82.73 FEET, MORE OR LESS, TO A POINT ON THE NORTHERLY LINE OF NORTHERN ILLINOIS TOLL HIGHWAY PARCEL E -2 -63.5; THENCE SOUTH 65 DEGREES 27 MINUTES 37 SECONDS WEST ALONG SAID NORTHERLY LINE 265.61 FEET, MORE OR LESS, TO THE INTERSECTION OF THE SOUTHERLY EXTENSION OF THE WESTERLY LINE OF LOT 2 IN BUTLER COMPANY M -1, INC. ASSESSMENT PLAT NO. 2 RECORDED JULY 8, 1964 AS DOCUMENT R64- 24069 AND THE AFOREMENTIONED NORTHERLY LINE; THENCE NORTH 28 DEGREES 48 MINUTES WEST ALONG SAID SOUTHERLY EXTENSION, 82.73 FEET, MORE OR LESS, TO THE SOUTHWEST CORNER OF LOT 2 IN THE AFOREMENTIONED BUTLER COMPANY ASSESSMENT PLAT (SAID CORNER BEING ON THE NORTH LINE OF NORTHERN ILLINOIS GAS COMPANY PROPERTY PARCEL NO. NIG 2 -63); THENCE NORTH 65 DEGREES 27 MINUTES 37 SECONDS EAST ALONG SAID NORTH LINE (SAID LINE BEING COINCIDENT WITH THE SOUTH LINE OF AFOREMENTIONED LOT 2),265.61 FEET, MORE OR LESS, TO THE POINT OF BEGINNING, ALL IN SECTION 28, TOWNSHIP 39 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN DUPAGE COUNTY, ILLINOIS. PARCEL 5 06 -28- 103 -018 and 06- 28- 103 -019 THAT PART OF THE NORTHWEST QUARTER OF SECTION 28, TOWNSHIP 39 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN DUPAGE COUNTY, ILLINOIS, DESCRIBED AS FOLLOWS: BEGINNING AT THE EASTERLY MOST NORTHEAST CORNER OF LOT 5 IN HOMESTEAD VILLAGE, BEING A SUBDIVISION OF PART OF THE NORTHWEST QUARTER OF SAID SECTION 28 AND SECTION 29, ACCORDING TO THE PLAT THEREOF RECORDED SEPTEMBER 1, 1998 AS DOCUMENT R98- 179522, SAID POINT OF BEGINNING BEING ON THE SOUTHERLY LINE OF NORTHERN ILLINOIS GAS COMPANY ASSESSMENT PLAT NO 1 PARCEL NO NIG2 -63N ACCORDING TO THE PLAT THEREOF RECORDED AS DOCUMENT -20- 950269; THENCE NORTH 65 DEGREES 32 MINUTES 08 SECONDS EAST (NORTH 65 DEGREES 37 MINUTES EAST, RECORD) ALONG SAID SOUTHERLY LINE OF NORTHERN ILLINOIS GAS COMPANY ASSESSMENT PLAT NO. 1 PARCEL NO. NIG2 -63N, A DISTANCE OF 451.02 FEET (450.89 FEET RECORD) TO THE EASTERLY LINE OF SAID NORTHERLY ILLINOIS GAS COMPANY ASSESSMENT PLAT NO. 1 PARCEL NO NIG2 -63N; THENCE NORTH 04 DEGREES 34 MINUTES 53 SECONDS EAST (NORTH 04 DEGREES 47 MINUTES EAST, RECORD) ALONG SAID EAST LINE OF THE NORTHERN ILLINOIS GAS COMPANY ASSESSMENT PLAT NO. 1 PARCEL NO. NIG2 -63N, AND ALONG AN EASTERLY LINE OF LOT 2 IN BUTLER COMPANY M -1 INC. ASSESSMENT PLAT NO. 2 ACCORDING TO THE PLAT THEREOF RECORDED AS DOCUMENT NO. R64- 24069, A DISTANCE OF 191.20 FEET (191.21 FEET RECORD) TO A SOUTHEASTERLY CORNER OF SAID LOT 2 IN BUTLER COMPANY M -1 INC. ASSESSMENT PLAT NO. 2; THENCE SOUTH 85 DEGREES 23 MINUTES 50 SECONDS EAST (SOUTH 85 DEGREES 13 MINUTES EAST RECORD), ALONG A SOUTHERLY LINE OF SAID LOT 2 IN BUTLER COMPANY M -1 INC. ASSESSMENT PLAT NO. 2, A DISTANCE OF 100.00 FEET TO A SOUTHEASTERLY CORNER OF SAID LOT 2 IN BUTLER COMPANY M -1 INC. ASSESSMENT PLAT NO. 2, SAID POINT BEING ON THE WESTERLY LINE OF THE NORTHERN ILLINOIS TOLL HIGHWAY PERMANENT EASEMENT PARCEL NO. E -2 -63.1 ACCORDING TO DOCUMENT NO. 846924; THENCE SOUTH 04 DEGREES 35 MINUTES 51 SECONDS WEST (SOUTH 04 DEGREES 47 MINUTES WEST, RECORD) ALONG THE WESTERLY LINE OF THE NORTHERN ILLINOIS TOLL HIGHWAY PERMANENT EASEMENT PARCEL NO. E -2 -63.1, AND ALONG THE WESTERLY LINE OF THE NORTHERN ILLINOIS GAS COMPANY YORK TOWNSHIP ASSESSMENT PLAT NO. 1 LOT 8 -2 ACCORDING TO THE PLAT THEREOF RECORDED AS DOCUMENT NO. R64- 28042, A DISTANCE OF 250.00 FEET TO THE NORTHERLY LINE OF THE NORTHERN ILLINOIS TOLL HIGHWAY; THENCE SOUTH 65 DEGREES 32 MINUTES 08 SECONDS WEST (SOUTH 65 DEGREES 37 MINUTES WEST, RECORD) ALONG SAID NORTHERLY LINE OF THE NORTHERN ILLINOIS TOLL HIGHWAY, A DISTANCE OF 349.98 FEET TO THE SOUTHEASTERLY CORNER OF TECHNOLOGY DRIVE AS DEDICATED BY THE PLAT OF SAID HOMESTEAD VILLAGE; THENCE THE FOLLOWING SIX (6) COURSES AND DISTANCES ALONG THE EASTERLY AND NORTHERLY LINE OF SAID TECHNOLOGY DRIVE: 1) THENCE NORTH 24 DEGREES 22 MINUTES 20 SECONDS WEST (NORTH 25 DEGREES 41 MINUTES 17 SECONDS WEST, RECORD) A DISTANCE OF 97.36 FEET TO THE NORTHEAST CORNER OF SAID TECHNOLOGY DRIVE; 2) THENCE SOUTH 65 DEGREES 37 MINUTES 40 SECONDS WEST (SOUTH 64 DEGREES 18 MINUTES 43 SECONDS WEST, RECORD) A DISTANCE OF 80 00 FEET; 3) THENCE SOUTH 24 DEGREES 22 MINUTES 20 SECONDS EAST (SOUTH 25 DEGREES 41 MINUTES 17 SECONDS EAST, RECORD) A DISTANCE OF 15.00 FEET; 4) THENCE SOUTH 65 DEGREES 37 MINUTES 40 SECONDS WEST (SOUTH 64 DEGREES 18 MINUTES 43 SECONDS WEST, RECORD) A DISTANCE OF 4.75 FEET; 5) THENCE SOUTH 13 DEGREES 41 MINUTES 39 SECONDS WEST, (SOUTH 12 DEGREES 00 MINUTES 14 SECONDS WEST, -21- RECORD) A DISTANCE OF 20.78 FEET; 6) THENCE SOUTH 65 DEGREES 32 MINUTES 08 SECONDS WEST, (SOUTH 64 DEGREES 13 MINUTES 11 SECONDS WEST, RECORD) A DISTANCE OF 62.44 FEET TO THE SOUTHEAST CORNER OF SAID LOT 5 IN HOMESTEAD VILLAGE; THENCE NORTH 24 DEGREES 22 MINUTES 20 SECONDS WEST (NORTH 25 DEGREES 41 MINUTES 17 SECONDS WEST, RECORD) ALONG THE EASTERLY MOST LINE OF SAID LOT 5, A DISTANCE OF 33.80 FEET TO SAID POINT OF BEGINNING, IN DUPAGE COUNTY, ILLINOIS. -22- EXHIBIT B Form of Note STATE OF ILLINOIS COOK AND DUPAGE COUNTIES VILLAGE OF OAK BROOK TAX INCREMENT ALLOCATION REVENUE NOTE (OAK BROOK PROMENADE REDEVELOPMENT PROJECT), SERIES 2005 SOLE NOTE: MAXIMUM AMOUNT: REGISTERED REGISTERED NO. ONE $4,2501000 KNOW ALL PERSONS BY THESE PRESENTS that the VILLAGE OF OAK BROOK, COOK AND DUPAGE COUNTIES, ILLINOIS (the "Village"), a municipality and body corporate and politic duly organized under the laws of the State of Illinois, for value received hereby acknowledges itself to owe and promises to pay to the Registered Owner hereof, or registered assigns, the Outstanding Principal Amount of this Note, as hereinafter described, on the earlier to occur of (1) February 1 of the year following the fifteenth anniversary of the hereinafter defined Funded Date or (ii) the date on which the Village has made provision for or payment in full of all principal of and interest on this Note, as provided In the hereinafter defined Redevelopment Agreement (said date being the "Final Maturity"). The Village further promises to pay interest at the hereinafter defined Interest Rate (computed on the basis of a 360 -day year of twelve 30 -day months) on such Outstanding Principal Amount on February and August 1 of each year (being the "Regular Interest Payment Date ") until paid, commencing on the first February 1 following the Funded Date on which funds are available and on deposit in the hereinafter defined 2005 Developer Account, except as the hereinafter stated provisions for redemption prior to maturity may and shall become applicable hereto. The "Outstanding Principal Amount" is that amount, -23- not to exceed the Face Amount of this Note as set forth above, shown as advanced in even multiples of $100 from time to time and received by the Village for value, as is noted on this Note in the form of Advances for Value hereon, less payments of principal hereon. The Interest Rate is eight percent (8.00 %) per annum. The Dated Date hereof shall be deemed to be the first date on which the first substantial draw is made on the Note. Interest when due ( "Current Interest") shall be paid from the later of the Dated Date or from the most recent Regular Interest Payment Date to which interest has been paid or duly provided for, until the principal amount of the Note is paid or duly provided for, as provided from the hereinafter defined 2005 Developer Account of the hereinafter defined Special Tax Allocation Fund, and if funds on deposit therein and to the credit thereof are insufficient for such purpose, such failure to pay shall not in and of itself constitute an event of default, but such interest shall thereupon be recorded by the Note Registrar as Additional Interest ( "Additional Interest"). Additional Interest which is owing and unpaid shall itself bear interest at the rate of eight percent (8.00 %) per annum The order of payments on this Note shall be first, Additional Interest (including interest thereon), second, Current Interest, and next, mandatory redemption of the Outstanding Principal Amount, as adjusted and shown as advanced in the form of Advances for Value hereon. If sufficient Pledged Moneys are not available to make a full payment of Current Interest or Additional Interest, all payments shall be made on a pro rata basis to all Registered Owners of the 2005 Note. Failure to pay when due any installment of Current Interest or any amount of Outstanding Principal Amount due to insufficiency of the hereinafter defined Pledged Moneys, whether at a Regular Interest Payment Date, at Stated Maturity, Final Maturity or otherwise, shall in no event be deemed to be an event of default hereon. The Registered Owner of this Note, by acceptance hereof, hereby expressly agrees and acknowledges that (1) there may be Additional Interest (including interest thereon) hereon, that is, that Current Interest -24- may not have been paid, without any special notation having been made upon this Note, and (ii) the amounts due and payable of Outstanding Principal Amount hereof and interest hereon are subject to adjustment as provided in the hereinafter defined Redevelopment Agreement. The principal of this Note shall be payable by check of draft in lawful money of the United States of America upon presentation at the principal office maintained for the purpose by the Director of Finance, as paying agent and Note Registrar (the "Note Registrar "). Interest on this Note shall be paid to the Registered Owner hereof as shown on the Register at the close of business on the 15th day of the month immediately prior to the applicable Regular Interest Payment Date. Interest hereon shall be paid by check or draft of the Note Registrar, payable upon presentation thereof in lawful money of the United States of America, mailed to the address of such Registered Owner as it appears on the Register or at such other address furnished to the Note Registrar in writing or as directed by such Registered Owner or in any manner provided in the hereinafter defined Ordinance. This Note is a term note and is subject to mandatory redemption by operation of the 2005 Developer Account of the Special Tax Allocation Fund at a price of par plus accrued interest without premium, on any date, whenever an annual Accounting shall demonstrate that there is on deposit in the 2005 Developer Account an amount in excess of the amount required to pay all Additional Interest and to pay Current Interest due and payable during the Note Year commencing on the January 1 next succeeding such Accounting. The Note Registrar shall make provision for the mandatory redemption of this Note to the fullest extent practicable from such excess. The Village covenants that it will cause the Note Registrar to redeem this Note pursuant to the mandatory redemption required for this Note. Proper provision for mandatory redemption -25- having been made, the Village covenants that the Outstanding Principal Amount hereof to be redeemed shall be payable at the Final Maturity. Subject to the provisions of the Redevelopment Agreement, this Note may be transferred as a whole but not in part. Upon surrender hereof at the principal office maintained for the purpose by the Note Registrar, accompanied by a written instrument or instruments of transfer in form satisfactory to the Note Registrar and duly executed by the Registered Owner or an attorney for such owner duly authorized in writing, the Note Registrar shall register this Note in the name of the new Registered Owner on the registration grid provided herein, and shall also enter the name and address of the new registered owner in the Note Registrar. The person in whose name this Note is registered on the Note Register shall be deemed and regarded as the absolute owner hereof for all purposes, and payment of the principal of or interest hereon shall be made only to or upon the order of the Registered Owner hereof or the owner's legal representative All such payments shall be valid and effectual to satisfy and discharge the liability upon this Note to the extent of the sum or sums so paid This Note is issued pursuant to Division 74.4 of Article 11 of the Illinois Municipal Code and all laws amendatory thereof and supplemental thereto, (the "TIF Act"), and the principal of and interest, and premium, if any, hereon are payable solely from (1) a portion of the ad valorem taxes, if any, arising from the taxes levied upon taxable real property in the Oak Brook Promenade Redevelopment Project Area heretofore designated by the Village in accord with the provisions of the TIF Act (the "Redevelopment Project Area ") by any and all taxing districts or municipal corporations having the power to tax real property in the Redevelopment Project Area, which taxes are attributable to the increase in the then current equalized assessed valuation of each taxable lot, block, tract or parcel of real property in the Redevelopment Project Area over and above the Initial equalized assessed value of each such piece of property, all as determined -26- by the County Clerk of the County of DuPage, Illinois, in accordance with the provisions of the TIF Act (the "Incremental Property Taxes ") and twenty percent (20 %) of the incremental sales tax collected by the Village from the Redevelopment Project Area (the "Pledged Sales Taxes") (said portion of the Incremental Property Taxes and the Pledged Sales Taxes being the "Incremental Taxes "), and on deposit in and pledged to the 2005 Developer Account of the 2005 Village of Oak Brook, Oak Brook Promenade Redevelopment Project Area Special Tax Allocation Fund (the "Special Tax Allocation Fund") heretofore established by the Village in connection with the designation of the Redevelopment Project Area and (ii) the investment earnings thereon (the "Incremental Taxes " and the investment earnings thereon being, collectively, the "Pledged Moneys " under the hereinafter defined Ordinance). This Note is being issued for the purposes of paying or reimbursing a portion of certain costs of a redevelopment project in the Redevelopment Project Area, all as more fully described in proceedings adopted by the President and Board of Trustees of the Village (the "Corporate Authorities ") pursuant to the TIF Act and in an ordinance authorizing the issuance of this Note adopted by the Corporate Authorities on the 6th day of June, 2005 (the "Ordinance") and in that certain Redevelopment Agreement by and between the Village and the Developer, and relating to the Redevelopment Project Area (as supplemented or amended, the "Redevelopment Agreement"), to all the provisions of which the holder by the acceptance of this Note assents. Under the TIF Act, the Ordinance and the Redevelopment Agreement, the Incremental Taxes shall be deposited in the Special Tax Allocation Fund. Incremental Taxes on deposit in the 2005 Developer Account of the Special Tax Allocation Fund shall be used and are pledged for paying the principal of and interest on this Note and then in making any further required payments to any funds and accounts as provided by the terms of the Ordinance. Terms used but not defined herein shall have the same meaning as provided in the Ordinance and the Redevelopment Agreement. -27- This Note, together with the interest thereon, is a limited obligation of the Village, payable solely from the Pledged Moneys and the amounts on deposit in and pledged to the 2005 Developer Account as provided in the Ordinance and the Redevelopment Agreement. For the prompt payment of this Note, both principal and interest, as aforesaid, at maturity, the Pledged Moneys are hereby irrevocably pledged THIS NOTE DOES NOT CONSTITUTE AN INDEBTEDNESS OF THE VILLAGE WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. NO HOLDER OF THIS NOTE SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY TAXING POWER OF THE VILLAGE FOR PAYMENT OF PRINCIPAL HEREOF OR INTEREST HEREON It is hereby certified and recited that all conditions, acts and things required by law to exist or to be done precedent to and in the issuance of this Note did exist, have happened, been done and performed in regular and due form and time as required by law, and the Village hereby covenants and agrees that it has made provision for the segregation of the Pledged Moneys and that it will properly account for said taxes and will comply with all the covenants of and maintain the funds and accounts as provided by the Ordinance and the Redevelopment Agreement. This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Note Registrar. The tables and forms following the signatures on this Note and entitled Advances for Value and Registered Owner Notation are an integral part of this Note as if in each case fully set forth at this place and are incorporated herein by this reference. IN WITNESS WHEREOF the Village has caused this Note to be signed by the manual or duly authorized facsimile signatures of its Village President and by its Village Clerk and its corporate seal or a facsimile thereof to be hereunto affixed, all as of the date of delivery hereof, to wit, the day of , 2005. VILLAGE OF OAK BROOK, COOK AND DUPAGE COUNTIES, ILLINOIS [SEAL] By Village President, Village of Oak Brook, Cook and DuPage Counties, Illinois Attest: Village Clerk, Village of Oak Brook, Cook and DuPage Counties, Illinois Date of Authentication: , 2005 CERTIFICATE Note Registrar and Paying Agent: OF Director of Finance, Village of Oak AUTHENTICATION Brook, Cook and DuPage Counties, Illinois This Note is the Note described in the within mentioned Ordinance and is the Tax Increment Allocation Revenue Note (Oak Brook Promenade Redevelopment Project), Series 2005, of the Village of Oak Brook, Cook and DuPage Counties, Illinois. , Director of Finance -12- State of Illinois Cook and DuPage Counties Village of Oak Brook TAX INCREMENT ALLOCATION REVENUE NOTE (OAK BROOK PROMENADE REDEVELOPMENT PROJECT), SERIES 2005 SOLE NOTE: REGISTERED MAXIMUM AMOUNT: REGISTERED NO. ONE $43250,000 ADVANCES FOR VALUE This Note is valid to the amount set forth below, the aggregate of said amounts being its Outstanding Principal Amount. SIGNATURE OF AMOUNT ADVANCED ($) DATE ADVANCED DIRECTOR OF FINANCE STATE OF ILLINOIS COOK AND DUPAGE COUNTIES VILLAGE OF OAK BROOK TAX INCREMENT ALLOCATION REVENUE NOTE (OAK BROOK PROMENADE REDEVELOPMENT PROJECT), SERIES 2005 SOLE NOTE: REGISTERED No. ONE REGISTERED OWNER NOTATION MAXIMUM AMOUNT: REGISTERED $4,250,000 This Note shall be registered on the Note Register of the Village kept for the purpose by the Director of Finance, as Note Registrar. The principal and interest on this Note shall be payable only to or upon the order of the Registered Owner or such owner's legal representative. No registration hereof shall be valid unless signed by the Note Registrar. DATE OF NAME OF SIGNATURE OF REGISTRATION & AMOUNT REGISTERED OWNER DIRECTOR OF FINANCE OF NOTE OWNED STATE OF ILLINOIS ) ) SS COOK AND DUPAGE COUNTIES) CERTIFICATION OF ORDINANCE, MINUTES AND PUBLICATION IN PAMPHLET FORM I, the undersigned, do hereby certify that I am the duly qualified and acting Village Clerk- of the Village of Oak Brook, Cook and DuPage Counties, Illinois (the "Village"), and that as such official I am the keeper of the records and files of the President and Board of Trustees of the Village (the "Corporate Authorities "). I do further certify that the foregoing is a full, true and complete transcript of that portion of the minutes of the meeting of the Corporate Authorities held on the 6th day of June, 2005, insofar as same relates to the adoption of an ordinance entitled: AN ORDINANCE of the Village of Oak Brook, Cook and DuPage Counties, Illinois, providing for the issuance of a not to exceed $4,250,000 Tax Increment Revenue Note (Oak Brook Promenade Redevelopment Project), Series 2005, and pledging certain incremental property tax revenues to the payment thereof. (the "Ordinance"), a true, correct and complete copy of which Ordinance as adopted at said meeting appears in the foregoing transcript of the minutes of said meeting. I do further certify that the deliberations of the Corporate Authorities on the adoption of the Ordinance were conducted openly, that the vote on the adoption of said ordinance was taken openly; that said meeting was held at a specified time and place convenient to the public; that notice of said meeting was duly given to all of the news media requesting such notice, that an agenda for said meeting (the "Agenda ") was posted at the location where said meeting was held and at the principal office of the Corporate Authorities not less than 48 hours in advance of holding said meeting; that the Agenda described or made specific reference to the Ordinance; that said meeting was called and held in strict compliance with the provisions of the Open Meetings Act of the State of Illinois, as amended, and that the Corporate Authorities have complied with all of the provisions of said TIF Act and the Illinois Municipal Code, as amended, and with all of the procedural rules of the Corporate Authorities. I do further certify that I have attached hereto a true, correct and complete copy of the Agenda as so posted. I do further certify that the Ordinance was published by authority of the Corporate Authorities in pamphlet form at _.m. on the 6th day of June, 2005, and the Ordinance as so published was on said date readily available for public inspection and distribution, in sufficient number to meet the needs of the general public, at my office as Village Clerk located in the Village. IN WITNESS WHEREOF, I have hereunto affixed my official signature and the seal of the Village, this 6th day of June, 2005. [SEAL] -2- Village Clerk VILLAGE CLERK TO ATTACH THE AGENDA CHICAGO 29472v 4