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2024-01-16 - Ordinance 2024-013 - providing for the issuance of TIF Revenue Notes (Buffalo Grove Dundee Road Project), and providing for the execution of a depository agreement and note orders in connection therewith �RDINANCE NUMBER 2�24-�13 A1v ORDINANCE providing for the issuance of Tax Increment Financing Revenue Notes(BufFalo Grove Dundee Road Project),of the Village of Buffalo Grove,Lake and Cook Counties,Illinois,and providing for the execution of note orders in connection therewith. Adopted by the President and Board of Trustees on the 16th day of January, 2024. Published in Pamphlet Form by Authority of said Corporate Authorities on the 16th day of January,2024 �RDINANCE NUMBER 2�24-013 AN ORDINANCE providing for the issuance of Tax Increment Financing Revenue Notes(Buffalo Grove Dundee Road Project),of the Village of Buffalo Grove,Lake and Cook Counties,Illinois, and providing for the execution of a depository agreement and note orders in connection therewith. WHEREAS,the Village of Buffalo Grove,Lake and Cook Counties,Illinois(the "Village"), is a duly organized and existing municipality created under the provisions of the law of the State of Illinois(the "State"),and is now operating under the provisions of the Iilinois Municipal Code, as amended(the "Municipal Code"),including the Tax Increment Allocation Redevelopment Act, as supplemented and amended (the "TIFAct"), the Local Government Debt Reform Act of the State, as amended (the "Debt Reform Act"), the other Omnibus Bond Acts of the State, each as amended, and the powers of the Village as a home rule unit of government authorized to exercise any power or perform any function pertaining to its government and affairs, including, but not limited to, the power to tax and incur debt (the "Home Rule Powers" and, collectively with the Municipal Code,the TIF Act,the Debt Reform Act and the other Omnibus Bonds Acts,the "Act"); and WHEREAS,in accordance with the Act, on the 21st day of August, 2023,the President and Board of Trustees of the Village(the "Corporate Authorities") adopted(A) Ordinance No. 2023- 107, approving a redevelopment plan (the "Redevelopment Plan") and project for The 2023 Buffalo Grove Dundee Road TIF District Redevelopment Project Area(as legally described in the Redevelopment Agreement (as hereinafter defined), the "Redevelopment Project Area"), (B) '' Ordinance No. 2023-108, designating the Redevelopment Project Area, and (C) Ordinance No. 2023-109, adopting tax increment allocation financing for the Redevelopment Project Area and �I creating a special tax allocation fund therefor(the "Special Tax Allocation Fund"); and �, WxEx�As,on the 16th day of January, 2024,the Corporate Authorities adopted Ordinance Number 2024-012, authorizing the execution of that certain Redevelopment Agreement (the "RedevelopmentAgreement")between the Village and SDG Dundee Rd LLC (the "Developer"); and WHEREAS, pursuant to the Redevelopment Agreement the Developer has agreed to assemble real property or rights therein on a site within the Redevelopment Project Area(as legally described in the Redevelopment Agreement, the "Property"), and to construct on the Property certain retail,commercial and office improvements(including all electrical,engineering,financial, legal and other related services and expenditures, collectively, the "Redevelopment Project"), as described in the Redevelopment Agreement; and W��As,the Village has heretofore determined that it is advisable and necessary and in the best interests of the Village that the costs of the Redevelopment Project now be paid or reimbursed, and,to that effect,the Village wishes to provide in this Ordinance for the issuance of the hereinafter defined Notes and for the continuation and operation of the Special Tax Allocation Fund and the accounts therein; and WHEREAS,all of the costs of the Redevelopment Project to be financed with the proceeds of the Notes constitute eligible "redevelopment project costs" under the TIF Act and have been approved by the Corporate Authorities in the Redevelopment Plan; and WHEREAS,the Village has insufFcient cash on hand and lawfully available to pay the costs of the Redevelopment Project and does hereby determine that it is necessary and advisable at this time to borrow money, and in evidence thereof issue various series of revenue notes of the Village in the aggregate principal amount of not to exceed $11,000,000 to pay the same; and -2- WHEREAS, the Corporate Authorities hereby determine that it is advisable to provide for the issuance of the Notes secured by the Available TIF Increment (as hereinafter defined) and to establish the priority of liens therefrom: Now,THEREFORE,Be It Ordained by the President and Board of Trustees of the Village of Buffalo Grove, Lake and Cook Counties, Illinois, in the exercise of its home rule powers, as follows: Section 1. Incorporation of Preambles. The Corporate Authorities hereby find that all of the recitals contained in the preambles to this Ordinance are true, correct and complete and do incorporate them into this Ordinance by this reference. Section 2. Definitions. The following words and terms used in this Ordinance shall have the following meanings unless the context or use clearly indicates another or different meaning is intended. A. The following words and terms are as defined in the preambles hereto. Act Corporate Authorities Debt Reform Act Developer Home Rule Powers Municipal Code Property Redevelopment Agreement Redevelopment Plan Redevelopment Project Redevelopment Project Area Special Tax Allocation Fund State �' TIF Act Village B. The following words and terms are defined as set forth. "Accounts" means, together, the Senior Lien Note and Interest Account and the Subordinate Lien Note and Interest Account. -3- "Authorized Denominations" means $100,000 and increments of$1 in excess thereof, or such other denominations as set forth in a Note Order,provided, however, that if payments of principal of a Note shall reduce the Outstanding principal amount of a Note below $100,000 (or such other denomination as so provided in the Note Order),the Authorized Denomination of such Note shall be reduced to $1 and increments of$1 in excess thereof. "Available TIF Increment" has the meaning ascribed to such term in the Redevelopment Agreement. "Bond Counsel" means Chapman and Cutler LLP, Chicago, Illinois, or any other nationally recognized bond counsel acceptable to the Village. "Code"means the Internal Revenue Code of 1986, as amended. "Counties"means The Counties of Lake and Cook,Illinois. "County Clerks"means the County Clerks of the Counties. "Designated Officers" means the President, Clerk, Deputy Village Clerk, Village Manager, Deputy Village Manager, Treasurer, and the Director of Finance and General Services or any two of them acting together, and successors or assigns. "Final Maturity" means (A) the date on which the Village has made provision for or payment in full of all principal of and interest on a series of the Notes, or (B) the Final Maturity Date. "Final Maturity Date" means the earlier of 20 years from the respective Note Issuance Date or December 31, 2046. "Incremental Property Taxes" means the ad valorem taxes, if any, arising from the taxes levied upon the Property,which ta�es are attributable to the increases in the then current equalized assessed value of each taxable lot, block, tract, or parcel in the Property over and above the total initial equalized assessed value of each such lot, block, tract, or parcel of real properiy, all as -4- determined by the County Clerks pursuant to and in accordance with the TIF Act, the TIF Ordinances and the Redevelopment Agreement. "Note Issuance Dates" means, together, the Senior Lien Note Issuance Date and the Subordinate Lien Note Issuance Date. "Note Order"means the written note order signed by the Designated Officers setting forth certain details of a series of the Notes as described in Section 11 hereof. "Note Register"means the books of the Village kept by the Note Registrar to evidence the registration and transfer of the Notes. "Note Registrar" means registrar and paying agent for the Notes as established pursuant to Section 4 hereof, or a successor thereto. "Note Year"means that 12 calendar month period beginning on January 2 of any calendar year and ending on January 1 of the following calendar year. "Noteholder" or "holder"means the registered owner of a Note. "Notes"means,together,the Senior Lien Note and the Subordinate Lien Note. "Ordinance" means this Ordinance, numbered 2024-013 and passed by the Corporate Authorities on the 16th day of January,2024. �', "Outstanding" when used with reference to Notes, or "Notes Outstanding" means all Notes which have been authenticated and delivered by the Note Registrar, except the following: (a) Notes canceled or delivered to the Note Registrar for cancellation. (b) Notes that have become due (at maturity, on redemption, or otherwise) and for the payment, including interest accrued to the due date, of which sufficient moneys are held by the Note Registrar. (c) Notes deemed paid in accordance with this Ordinance. (d) Notes in lieu of which others have been authenticated hereunder. -5- "Property" shall have the meaning ascribed to such term in the Redevelopment Agreement. "Qualified Purchaser"means either(i) a"qualified institutional buyer"as defined in Rule 144A promulgated by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, or (ii) an "accredited investor" as defined in Rule 501 of Regulation D as promulgated by the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, executing and delivering to the Village a Qualified Purchaser Letter. "Qualified Purchaser Letter" means a letter provided by a Qualified Purchaser to the Village in connection with the transfer or assignment of the Senior Lien Note or the Subordinate Lien Note in a form customary in the industry for transactions of this nature. "Record Date"means the date set forth in the Note Order for a series of the Notes of each calendar year with respect to any regularly scheduled interest payment date and the fifteenth day prior to any interest payment date caused by a redemption of Notes on other than a regularly scheduled interest payment date. "Senior Lien Note"means the Tax-Exempt Notes issued on the Senior Lien Note Issuance Date for purposes of reimbursing a portion of the costs of the Project, payable from the Senior Lien Note and Interest Account. I "Senior Lien Note and Interest Account"means the Senior Lien Note and Interest Account I of the Special T� Allocation Fund created hereunder for the payment of the principal of and interest on the Senior Lien Note. "Senior Lien Note Issuance Date"means the date on which the Senior Lien Note is issued in accordance with the provisions of the Redevelopment Agreement. -6- "Stated Maturity"when used with respect to any Notes or any interest thereon means the date specified in the Notes as the fixed date on which the principal of the Notes or such interest is due and payable,whether by maturity,mandatory redemption, or otherwise. "Subordinate Lien Note" means the Tax-Exempt Notes issued on the Subordinate Lien Note Issuance Date for purposes of reimbursing a portion of the costs of the Project,payable from the Subordinate Lien Note and Interest Account. "Subordinate Lien Note and Interest Account" means the Subordinate Lien Note and Interest Account of the Special Tax Allocation Fund created hereunder for the payment of the principal of and interest on the Subordinate Lien Note. "Subordinate Lien Note Issuance Date" means the date on which the Subordinate Lien Note is issued in accordance with the provisions of the Redevelopment Agreement. "Tax-Exempt" means, with respect to Notes, the status of interest accrued, paid and received thereon as excludable from the gross income of the owners thereof under the Code for federal income tax purposes. Section 3. Determination to Issue Notes. It is necessary and in the best interests of the Village to borrow money and issue the Notes to reimburse a portion of the costs of the Redevelopment Project as enumerated in the preambles hereto, and all related costs and expenses incidental thereto. It is hereby expressly found and determined that such borrowings are authorized pursuant to the Act,are a proper public purpose for the Village,and are further authorized pursuant to the home rule authority of the Village. � Section 4. Note Details. (a) General. For the purposes specified in Section 3 there shall be issued to the Developer, in reimbursement of TIF Eligible Expenses (as defined in the Redevelopment Agreement) incurred thereby, as determined in accordance with the Redevelopment Agreement, the Senior Lien Note and the Subordinate Lien Note as described in -7- paragraphs (b) and(c) of this Section. The Notes shall be issued pursuant to this Ordinance and a Note Order with respect to each series of Notes to be issued, and shall be issued upon the incurrence of TIF Eligible Expenses by the Developer which have been certified to the Village as described in the Redevelopment Agreement. (b) The Senior Lien Note. The Senior Lien Note shall be issued on the Senior Lien Note Issuance Date in a principal amount not to exceed $9,500,000, shall be designated "Senior Lien Tax Increment Revenue Note, Series 2024 (Buffalo Grove Dundee Road Project)" or such other designation as shall be deemed necessary to properly identify the Senior Lien Note, shall be dated the date of the issuance thereof and sha11 also bear the date of authentication thereof,all as set forth in a Note Order. The Senior Lien Note shall be a Tax-Exempt Note, shall be in fully registered form, shall be in Authorized Denominations, or such other denominations as shall be set forth in the applicable Note Order, shall be numbered consecutively in such fashion as shall be determined by the Note Registrar, shall mature on the Final Maturity Date for the Senior Lien Note and shall bear interest at the rate of 8.5%per annum. Principal of and interest on the Senior Lien Note shall ' be payable on January 1 of each year from amounts on hand in the Senior Lien Note and Interest '�, Account. Payments shall be applied first to accrued and unpaid interest on the Senior Lien Note, second to interest due on the Senior Lien Note on such January 1 st, and third to pay the remaining principal amount then outstanding on the Senior Lien Note. (c) The Subordinate Lien Note. The Subordinate Lien Note sha11 be issued on the Subordinate Lien Note Issuance Date in a principal amount not to exceed $1,500,000, shall be designated"Subordinate Lien Tax Increment Revenue Note, Series 2024 (Buffalo Grove Dundee Road Project)" or such other designation as shall be deemed necessary to properly identify the Subordinate Lien Note, shall be dated the date of the issuance thereof and shall also bear the date of authentication thereof, all as set forth in a Note Order. The Subordinate Lien Note shall be a -8- Tax-Exempt Note,shall be in fully registered form, shall be in Authorized Denominations,or such other denominations as shall be set forth in the applicable Note Order, shall be numbered consecutively in such fashion as shall be determined by the Note Registrar, shall mature on the Final Maturity Date for the Subordinate Lien Note and shall bear interest at the rate of 8.5%per annum. Principal of and interest on the Subordinate Lien Note shall be payable on January 1 of each year from amounts on hand in the Subordinate Lien Note and Interest Account. Payments shall be applied first to accrued and unpaid interest on the Subordinate Lien Note,second to interest due on the Subordinate Lien Note on such January 1 st, and third to pay the remaining principal amount then outstanding on the Subordinate Lien Note. . (d) Additional Provisions. Each Note shall bear interest from the later of its Note Issuance Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for,until the principal amount of such Notes are paid or duly provided for. Interest when due shall be paid as hereinafter provided from(i)with respect to the Senior Lien Note,from the Senior Lien Note and Interest Account, and (ii) with respect to the Subordinate Lien Note, from the Subordinate Lien Note and Interest Account. �! Failure to pay when due any installment of interest or principal on the Notes due to insufficiency of the Available TIF Increment on deposit in such accounts, whether at Stated Maturity,Final Maturity or otherwise, shall in no event be deemed to be an event of default on the Notes, unless such insufficiency is caused by a default by the Village under the Redevelopment Agreement. It is hereby expressly provided that in the event that there is an insufficiency of the respective revenues pledged to the payment of a series of the Notes to pay any amount of principal of or interest on the Notes on Final Maturity,the obligation to pay any such principal of or interest on the Notes shall be extinguished and shall not be deemed to be owing and unpaid, it being the express intent of the Village that the Notes and all obligations arising thereunder shall be fully -9- released upon Final Maturity,unless such insufficiency is caused by a default by the Village under the Redevelopment Agreement. Interest on each Note shall be paid by check or draft of the Note Registrar(which shall be the Village Treasurer or a bank or trust company authorized to do business in the State of Illinois, as set forth in the Note Order), payable upon presentation thereof in lawful money of the United States of America,to the person in whose name such Note is registered at the close of business on the Record Date,and mailed to the registered owner of the Note as shown in the Note Registrar or at such other address furnished in writing by such Registered Owner. The principal of or redemption price due on the Notes shall be payable in lawful money of the United States of America upon presentation thereof at the principal office maintained for the purpose by the Note Registrar. Section S. Redemption. The Notes are each subject to redemption prior to maturity I, at the option of the Village, in whole or in part, from any available funds, on any date at the II redemption price of par plus accrued interest to the redemption date. Section 6. Redemption Procedure. The Notes subject to redemption shall be identified and paid and redeemed and notice given pursuant to the procedures as follows: A. Notice to Note Registrar. The Village shall,at least five(5)days prior to the redemption date (unless a shorter time period shall be satisfactory to the Note Registrar), notify the Note Registrar of such redemption date and of the maturities and principal amounts of Notes to be redeemed. B. O�cial Notice of Redemption. Unless waived by the registered owner of Notes to be redeemed, official notice of any such redemption shall be given by the Note Registrar on behalf of the Village by mailing the redemption notice by first class U.S.mail not less than 20 days and not more than 60 days prior to the date fixed for redemption to -10- each registered owner of the Note or Notes to be redeemed at the address shown on the Note Register or at such other address as is furnished in writing by such registered owner to the Note Registrar. All official notices of redemption shall include at least the information as follows: (1) the redemption date; (2) the redemption price; (3) if less than all of the Outstanding Notes of a particular maturity are to be redeemed, the identification (and, in the case of partial redemption of Notes within such maturity, the respective principal amounts) of the Notes to be redeemed; (4) a statement that on the redemption date the redemption price will become due and payable upon each such Note or portion thereof called for redemption and that interest thereon shall cease to accrue from and after said date; and (5) the place where such Notes are to be surrendered for payment of the redemption price, which place of payment shall be the principal office maintained for the purpose by the Note Registrar. C. Conditional Redemption. Unless moneys sufficient to pay the redemption price of the Notes to be redeemed shall have been received by the Note Registrar prior to the giving of such notice of redemption, such notice may,at the option of the Village, state that said redemption shall be conditional upon the receipt of such moneys by the Note Registrar on or prior to the date fixed for redemption.If such moneys are not received,such notice shall be of no force and effect,the Village shall not redeem such Notes,and the Note Registrar shall give notice, in the same manner in which the notice of redemption was given,that such moneys were not so received and that such Notes will not be redeemed. D. Notes Shall Become Due. Subject to the stated condition in paragraph C immediately preceding, official notice of redemption having been given as aforesaid, the Notes or portions of Notes so to be redeemed shall, on the redemption date, become due ' -11- and payable at the redemption price therein specified, and from and after such date(unless the Village shall default in the payment of the redemption price) such Notes or portions of Notes shall cease to bear interest. Upon surrender of such Notes for redemption accordance with said notice, said Notes shall be paid by the Note Registrar at the redemption price. The procedure for payment of interest due as part of the redemption price shall be as herein provided for payment of interest otherwise due. E. Notes to be Cancelled. All Notes which have been redeemed shall be cancelled and destroyed by the Note Registrar and shall not be reissued. Section 7. Execution; Authentication. A. Execution. The Notes shall be executed on behalf of the Village by the manual or facsimile signature of its President and be attested by the manual or facsimile signature of its Village Clerk,as they may determine,and shall have impressed or imprinted thereon the corporate seal or facsimile thereof of the Village. In case any such officer whose signature shall appear on any Note shall cease to be such officer before the delivery of such Note, such signature shall nevertheless be valid and su�cient for all purposes,the same as if such officer had remained in office until delivery. B. Authentication. All Notes shall have thereon a certificate of authentication, duly executed by the Note Registrar as authenticating agent of the Village and showing the date of authentication. No Note shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Ordinance unless and until such certificate of authentication shall have been duly executed by the Note Registrar by manual signature, and such certificate of authentication upon any such Note shall be conclusive evidence that such Note has been authenticated and delivered under this Ordinance. The certificate of authentication on any Note shall be deemed to have been executed by it if signed by an authorized officer of the Note Registrar, but it shall not -12- be necessary that the same officer sign the certificate of authentication on all of the Notes issued hereunder. Section 8. Registration of Notes; Identity of Owners. The Village hereby directs the Note Register to be kept at the principal office maintained for that purpose by the Note Registrar in Buffalo Grove, Illinois, which is hereby constituted and appointed the Note Registrar of the Village for the Notes. Notes may be transferred only on the Note Register. Upon surrender for transfer of any Note to the Note Registrar, duly endorsed for transfer or accompanied by an assignment duly executed by the holder or the holder's attorney duly authorized in writing,the Note Registrar will authenticate a new Note or Notes of the same Series in an equal total principal amount and of the same maturity and registered in the name of the transferee. Notes may be exchanged for an equal total principal amount of Notes of the same series and of the same maturity of different authorized denominations. The Note Registrar will authenticate and deliver Notes that the Noteholder making the exchange is entitled to receive, bearing numbers not then outstanding. The Note Registrar will not be required to transfer or exchange any Note called for redemption or during the period beginning 15 days before the mailing of notice calling the Notes or any portion of the Notes for mandatory purchase or for redemption and ending on the mandatory purchase date or the redemption date, as the case may be. The Note Registrar shall deliver to the transferee any applicable notice of redemption or mandatory tender for purchase when it effects a transfer or exchange of any Note after the mailing of notice calling the Note or any portion of the Note for redemption or mandatory tender for purchase. -13- The registered owner of a Note shall be the absolute owner of the Note for all purposes, � and payment of principal or interest shall be made only to or upon the written order of the holder II or the holder's legal representative. The Note Registrar will require the payment by a Noteholder requesting exchange or transfer of any tax or other governmental charge required to be paid in respect of the exchange or transfer but will not impose any other charge. Each of the Notes may be transferred only as a whole,and not in part. The Notes may only be assigned,transferred or pledged as set forth in Section 14 hereof. Section 9. Form of the Notes. The Senior Lien Note shall be in substantially the form attached hereto as Exhibit A and the Subordinate Lien Note shall be in substantially the form attached hereto as Exhibit B,each with such changes as may be required to reflect the requirements of the applicable Note Order and the Redevelopment Agreement. Section 10. Creation of Accounts; Pledged of Revenues; Flow of Funds. A. Creation of Accounts. There are hereby created in the Village's Special Tax Allocation Fund, the following accounts of the Village: the "Senior Lien Note and Interest Account,"the "Subordinate Lien Note and Interest Account"and the "General Account." Payments on the Senior Lien Note shall be made from the Senior Lien Note and Interest Account. Payments on the Subordinate Lien Note shall be made from the Subordinate Lien Note and Interest Account. B. Pledge of Available TIF Increment. For the prompt payment of principal of and interest on the Notes when due, the Village hereby pledges, in accordance with the priorities set forth below, the Available TIF Increment to the Notes. The Notes, together with the interest thereon are limited obligations of the Village,payable solely and only from (i) with respect to the Senior Lien Note, the Available TIF Increment on hand in the Senior Lien Note and Interest -14- Account and(ii)with respect to the Subordinate Lien Note,the Available TIF Increment on hand in the Subordinate Lien Note and Interest Account. NO NOTEHOLDER SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY TAXING POWER OF THE VILLAGE FOR PAYMENT OF PRINCIPAL � THEREOF OR INTEREST ON THE NOTES. THE NOTES DO NOT CONSTITUTE AN INDEBTEDNESS OF THE VILLAGE OR A LOAN OF CREDIT THEREOF WITHIN THE MEANING OF ANY STATUTORY OR CONSTITUTIONAL LIMITATION. FAILURE TO PAY WHEN DUE ANY INTEREST ON OR PRINCIPAL OF THE I�I NOTES DUE TO INSUFFICIENCY OF THE AVAILABLE TIF INCREMENT ON DEPOSIT IN THE APPLICABLE ACCOUNT,WHETHER AT STATED MATURITY,FINAL MATURITY OR OTHERWISE,SHALL IN NO EVENT BE DEEMED TO BE AN EVENT OF DEFAULT ON THE NOTES,UNLESS SUCH INSUFFICIENCY IS CAUSED BY A DEFAULT BY THE VILLAGE UNDER THE REDEVELOPMENT AGREEMENT. C. Flow of Funds. The Village covenants and agrees that all Available TIF Increment required to be deposited into the Special Tax Allocation Fund shall be deposited into the Special T� Allocation Fund as provided in the Redevelopment Agreement. On December 15 of each year, the Treasurer shall deposit all Available TIF Increment which have been received by the Treasurer for deposit into the Special Tax Allocation Fund for deposit to the separate accounts as follows: (a) Deposit of Amount to Pay Accrued and Unpaid Interest on the Senior Lien Note to the Senior Lien Note and Interest Account. The Treasurer shall first credit to and shall immediately transfer for deposit into the Senior Lien Note and Interest Account the amount of Available TIF Increment necessary to pay the accrued and unpaid interest on the Senior Lien Note. (b) Deposit ofAmount to Pay Accrued and Unpaid Interest on the Subordinate Lien Note to the Subordinate Lien Note and Interest Account. The Treasurer shall next credit to and shall immediately transfer for deposit into the Subordinate Lien Note and Interest Account the amount of Available TIF Increment necessary to pay the accrued and unpaid interest on the Subordinate Lien Note. (c) Deposit of Amount to Pay Current Interest on the Senior Lien Note to the Senior Lien Note and Interest Account. The Treasurer shall first credit to and shall immediately transfer for deposit into the Senior Lien Note and Interest Account the amount -15- of Available TIF Increment necessary to pay the interest to become due on the Senior Lien Note on the next succeeding January 1 st. (d) Deposit ofAmount to Pay Current Interest on the Subordinate Lien Note to the Subordinate Lien Note and Interest Account. The Treasurer shall next credit to and shall immediately transfer for deposit into the Subordinate Lien Note and Interest Account the amount of Available TIF Increment necessary to pay the interest to become due on the Senior Lien Note on the next succeeding January 1 st. (e) Deposit to Pay Principal of Senior Lien Note to Senior Lien Note and Interest Account. The Treasurer shall next credit to and shall immediately transfer for deposit into the Senior Lien Note and Interest Account all remaining Available TIF Increment until the amount on hand in the Senior Lien Note and Interest Account is sufficient to pay all of the principal then outstanding with respect to the Senior Lien Note. (� Deposit to Pay Principal ofSubordinate Lien Note to Subordinate Lien Note and Interest Account. The Treasurer shall next credit to and shall immediately transfer for deposit into the Subordinate Lien Note and Interest Account all remaining Available TIF Increment until the amount on hand in the Subordinate Lien Note and Interest Account is sufficient to pay all of the principal then outstanding with respect to the Subordinate Lien Note. (g) General Account. All moneys remaining to the credit of the Special Tax Allocation Fund, after crediting the required amounts to the respective accounts hereinabove provided for, shall be credited by the Treasurer to the General Account. Moneys on deposit in the General Account shall be transferred by the Treasurer first, if necessary, to the Note Registrar to remedy any deficiencies in any prior accounts in the Special Tax Allocation Fund; second, to the hereinafter-created Rebate Fund as needed to maintain the Tax-Exempt status of any Tax-Exempt Notes; and thereafter at the further discretion of the Corporate Authorities, as follows, in any order of priority mentioned: (i) for the purpose of paying any costs of the Redevelopment Project, including any expenses of the Depository and any expenses of the Village relating specifically to the administration of, or provision of governmental services to, the Redevelopment Project Area and the Redevelopment Project; (ii) for the purpose of redeeming any Notes; (iii) for the purpose of purchasing any Notes at a price not in excess of par and accrued interest and applicable redemption premium to the date of purchase; (iv) for the purpose of refunding or prepaying any Notes; (v) for the purpose of establishing such reserves as may be deemed necessary by the Corporate Authorities; -16- (vi) for the purpose of paying principal of or premium or interest on any obligations of the Village issued to pay costs of the Redevelopment Project, whether or not secured by a pledge of monies on deposit in the Special Tax Allocation Fund; (vii) for the purpose of reimbursing the Village for any transfers made from any lawfully available funds of the Village; (viii) for the purpose of distributing such funds to the taxing districts or municipal corporations having the power to tax real property in the Redevelopment Project Area in accordance with Section 11-74.4-7 of the TIF Act; or (ix) for any other purpose related to the Redevelopment Project Area or the Redevelopment Project pursuant to the TIF Act. Notes may be issued secured solely by Available TIF Increment held in and to the credit � of the General Account, and such Notes shall be in a11 respects subordinate in right of payment and lien and junior to the Notes with respect to the Available TIF Increment. D. Limitation on Use. Except as hereinafter or in any Note Order provided, moneys to the credit of the Senior Lien Note and Interest Account shall be used solely and only for the purpose of paying principal of and premium, if any, and interest on the Senior Lien Note as the same become due upon maturity or redemption prior to maturity. Except as hereinafter or in any Note Order provided, moneys to the credit of the Subordinate Lien Note and Interest Account shall be used solely and only for the purpose of paying principal of and premium, if any, and interest on the Subordinate Lien Note as the same become due upon maturity or redemption prior to maturity. Section 11. Delivery of the Notes, Execution ofNote Order. The Designated Officers are hereby authorized to proceed, without any further authorization or direction whatsoever from the Corporate Authorities, to deliver the Notes as directed in the Redevelopment Agreement. The o�cers of the Village are hereby authorized to proceed,without any further official authorization or action by the Corporate Authorities,to approve or execute, or both, such documents as shall be necessary to effectuate the issuance and delivery of the Notes, with such insertions, deletions, additions, modifications or changes as they shall reasonably determine to be desirable, necessary and in the best interests of the Village,their approval or execution thereof to constitute ratification -17- by the Corporate Authorities of any such insertion,deletion,addition,modification or change with no further official action, authorization or determination of the Corporate Authorities. The agreements in the Redevelopment Agreement for the sale of the Notes to the Developer are hereby ratified,approved and confirmed,it being hereby expressly found that no person holding any office of the Village either by election or appointment is in any manner financially interested, either directly in his own name or indirectly in the name of any other person, association, trust or corporation, in said agreement with the Developer for the purchase of the Notes. Officers of the Village as may be necessary are hereby further authorized to execute such documents, including, specifically, such agreements and other documents and certifications as shall be required by Bond Counsel to render their opinion relating to the validity of the Tax-Exempt Notes and the treatment of interest thereon for federal income taxation purposes. In connection with the issuance of each series of the Notes, the Designated Officers shall prepare a Note Order, which shall include the pertinent details of the Notes as required hereby including, specifically, the principal amount of such series of Notes. The Note Order shall be made available to all Corporate Authorities members at the next public meeting thereof, but such action shall be for information purposes only, it being the express intent of the Corporate Authorities that the Designated Officers shall be fully authorized and directed to sell, execute and deliver the Notes as herein provided without further official action of the Corporate Authorities. The Note Order shall be delivered, along with the typewritten Notes executed by the Village as provided in this Ordinance. Section 12. Creation and Maintenance of Funds; Appropriations; Investments. The � performance by the Developer of its obligations pursuant to the Redevelopment Agreement shall be deemed to be consideration for the issuance of the Notes. To that end the Designated Officers are hereby expressly directed to issue the Notes as herein authorized and as provided and pursuant -18- � to the conditions set forth in the Redevelopment Agreement, upon delivery from time to time to I the Village of such evidence of performance as required by the Redevelopment Agreement, without further ofFcial action or direction by the Corporate Authorities. All proceeds of a series of the Notes shall be deemed fully expended upon the date of the issuance of a series of the Notes. Section 13. Additional Notes. While any of the Notes issued hereunder are Outstanding, the Village may not issue any additional notes senior in lien with respect to the Available TIF Increment to the Notes or on parity with the Notes with respect to the Available TIF Increment without the written consent of the Noteholders of all of the Outstanding Notes. The Village reserves the right to issue additional notes subordinate to the Notes payable from the Ava.ilable TIF Increment as described in Section 10 hereof. Section 14. Restr•ictions on Transfer. The Notes may only be assigned, transferred, pledged or sold in accordance with this paragraph. Any of the Notes may be assigned to or pledged as collateral to any lender providing financing to the Developer for the Project in accordance with the Redevelopment Agreement. The Senior Lien Note may be transferred or assigned only to the Developer,an affiliate of the Developer,a Qualified Purchaser as permitted below,or a Mortgagee Party (as defined in the Redevelopment Agreement). The Subordinate Lien Note may be transferred or assigned only to the Developer, an affiliate of the Developer, to Double Eagle Development LLC or its affiliated entity 332 North Arlington Heights LLC,to any other developer of the Residential Project (as defined in the Redevelopment Agreement), subject to review and approval by the Corporate Authorities of the Village, which approval may not be unreasonably withheld,to a Qualified Purchaser as permitted below or to a Mortgagee Party. Prior to the initial transfer or assignment of the Senior Lien Note or the Subordinate Lien Note to a Qualified Purchaser, the Qualified Purchaser shall deliver to the Village a Qualified Purchaser Letter executed by an authorized officer of the Qualified Purchaser in a customary form for transactions -19- � of this nature. Any offer, sale,pledge, assignment or transfer of either Note to a parly other than a party as set forth in this section is void, provided, however, that the Developer may assign or pledge this Note to any lender providing financing to the Developer for the Project. This Note ' may only be transferred in whole. i Section 1 S. Non Arbitrage and Tax Exemption. The Village hereby covenants that it will not take any action, omit to take any action or permit the taking or omission of any action within its control (including, without limitation, making or permitting any use of the proceeds of the Notes) if taking,permitting or omitting to take such action would cause any of the Notes to be an arbitrage bond or a private activity bond within the meaning of the Code,or would otherwise cause the interest on the Notes to be included in the gross income of the recipients thereof for federal income tax purposes. The Village acknowledges that, in the event of an examination by the Internal Revenue Service ("IRS") of the exemption from federal income taxation for interest paid on the Notes, under present rules, the Village may be treated as a"t�payer"in such examination and agrees that it will respond in a commercially reasonable manner to any inquiries from the IRS in connection with such an examination. The Village also agrees and covenants with the purchasers and Noteholders of the Notes from time to time outstanding that, to the extent possible under Illinois law, it will comply with whatever federal tax law is adopted in the future which applies to the Notes and affects the tax-exempt status of the Notes. The Corporate Authorities hereby authorize and direct the Designated Officers to make such further covenants and certifications as may be necessary to assure that the use thereof will not cause the Notes to be arbitrage bonds and to assure that the interest in the Notes will be exempt from federal income taxation. In connection therewith,the Village and the Corporate Authorities further agree: (a)through their officers, to make such further specific covenants, representations -20- as shall be truthful, and assurances as may be necessary or advisable; (b)to consult with counsel approving the Notes and to comply with such advice as may be given; (c)to pay to the United States, as necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Notes; (d)to file such forms, statements, and supporting documents as may be required and in a timely manner; and (e)if deemed necessary or advisable by their officers, to employ and pay fiscal agents, financial advisors, attorneys, and other persons to assist the Village in such compliance. Section 16. Record-Keeping Policy and Post Issuance Compliance Matters. On March 28, 2011, the Board adopted a record-keeping policy (the "Policy") in order to maintain sufficient records to demonstrate compliance with its covenants and expectations to ensure the appropriate federal tax status for the Notes and other debt obligations of the Village, the interest on which is excludable from"gross income"for federal income tax purposes or which enable the Village or the holder to receive federal tax benefits, including, but not limited to, qualified tax �, credit bonds and other specified tax credit bonds. The Board hereby reaffirms the Policy. Section 17. Publication of Ordinance. A full,true and complete copy of this Ordinance shall be published within ten days after passage in pamphlet form by authority of the Corporate Authorities. Section 18. Superseder and Effective Date. All ordinances, resolutions and orders, or parts thereof,including any provision of the code of ordinances of the Village,in conflict herewith are to the extent of such conflict hereby superseded; and this Ordinance shall be in full force and effect immediately upon its passage, approval and publication. -21- �f Section 1 I 9. Severabalaty. If any section,paragraph, clause or provision of this Ordinance shall be held invalid, the invalidity of such section,paragraph, clause or provision shall not affect any of the other provisions of this Ordinance. A�s: 6 -Johnson, Cesario, Ottenheimer, Stein, Bocek, Weidenfeld NAYS: 0 -None ABSENT: 0 -None APPxovED: this 16th day of January, 2024. Eric . ith,Village President Recorded in Village Records: this 16th day of January,2024. Published in pamphlet form by authority of the President and Board of Trustees at on the 16th day of January,2024. Atte'st: �� Jan . Sirabian Village Clerk,Village of Buffalo Grove Lake and Cook Counties, Illinois ti'L����if��'�s��pi��j tit ��� l�! ��t^�_-_-_=_:�v > ��_` - �-- ���, ��s�i.n�-�'-�: �._�. �v_._ , ` =�_` �✓� ' �� = � �4=��,�t = T- � ������.....-�/�, 1 J _� �' � ! t ✓,�'fi1,+1 3--_���.�i�`\tt �`3'%.;�,*,.-�°.ti�'• -22- Trustee Stein moved and Trustee Ottenheimer seconded the motion that the ordinance as presented be adopted. After discussion thereof, which discussion included a public recital by �Director of Community Development Nicole Woods as to the nature of the matters set forth in the ordinance, including statements that (1) the ordinance provides for the issuance of tax increment allocation revenue notes for the purpose of reimbursing costs in the Buffalo Grove Dundee Road Project Area, (2) the Notes are issuable without referendum pursuant to the home rule powers of the Village and the provisions of the T� Increment Allocation Redevelopment Act of the State of Illinois, as amended (the "TIF Act"), and as supplemented by the Omnibus Bond Acts, as amended, (3) the ordinance provides for the pledge of certain incremental property taxes derived from said redevelopment project area and the Village's pledge pursuant to the TIF Act to pay, as provided therein, the principal of and applicable premium and interest on the Notes, and (4) the ordinance provides many details of the Notes, including tax-exempt covenants, as applicable, provisions for terms and form of the Notes,authority for the execution of note orders,the President directed that the roll be called for a vote upon the motion to adopt the ordinance. Upon the roll being called, the following Trustees voted AYE: Johnson, Cesario, Ottenheimer, Stein,Bocek, Weidenfeld. and the following Trustees voted NAY: None. WHEREUPON, the President declared the motion carried and the ordinance adopted, and henceforth did approve and sign the same in open meeting, and did direct the Village Clerk to record the same in full in the records of the President and Board of Trustees of the Village of Buffalo Grove, Lake and Cook Counties,Illinois,which was done. Other business was duly transacted at said meeting. Upon motion duly made and carried,the meeting adjourned. � . � Ls��a,�.� illage Clerk�� ^ itsl•':"wx>.>:f;�: tiLk,��Ll�,�y._."J-; ��sj t'1c.ns Y' � �''--�`J s, � ir.r ` ! .`��7..S�tiLti�V;t� `.�1`i, ~'✓- ��"`„ � -�� � `�' .,� �� �..�I.�,�yV��� ` '!j ,I�j '�"``�' t��� ylf f�f��u���t��� -2- a REGISTERED REGISTERED No. 1 - $ UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTIES OF LAKE AND COOK VILLAGE OF BUFFALO GROVE SENIOR LIEN TAX INCREMENT REVENUE NOTE,SERIES 20 �BUFFALO GROVE DUNDEE ROAD PROJECT� Interest Final Maturity Dated Rate: 8.500% Date: ,20_ Date: , 20_ 'I Registered Owner: Principal Amount: KNOW ALL PERSONS BY THESE PRESENTS that the Village of Buffalo Grove, Lake and Cook Counties, Illinois, a municipality, home rule unit and political subdivision of the State of Illinois(the "Village"),hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or registered assigns as hereinafter provided, on or before the Maturity Date identified above, but solely from the sources hereinafter identified, the Outstanding Principal Amount of this Note in accordance with that certain Ordinance adopted by the President and Board of Trustees of the Village (the "Corporate Authorities") on the 16th day of January, 2024, as supplemented by a related Note Order (the "Note Ordinance"), and that Redevelopment Agreement, dated , 20_ (the "Redevelopment Agreement"), by and between the Village and SDG Dundee Development LLC (the "Developer"), and interest on such Outstanding Principal Amount at the Interest Rate set forth above (computed on the basis of a 360-day year of twelve 30-day months). Principal and interest on this Note is payable from the Available TIF Increment(as defined in the Note Ordinance)on deposit in the Senior Lien Note and Interest Account of the Special Tax Allocation Fund of the Village created pursuant to the Note Ordinance. Interest on the Note is due annually on of each year (each a "Payment Date"). Principal of the Note is due on � , 20 ,provided, however, that principal on the Note shall be paid on each Payment Date in an amount equal to the amount by which the Available TIF Increment on hand in the Senior Lien Note and Interest Account exceeds the interest accrued and unpaid on this Note on such date. On each Payment Date, amounts on hand in the Senior Lien Note and Interest Account shall be applied first to pay accrued and unpaid interest on the Note, then to pay interest due on this Note on such Payment Date and third to the payment of principal then outstanding on this Note. Interest when due shall be paid from the later of the Dated Date or from the most recent 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, from the Senior Lien Note and Interest Account. Payments shall first be applied to accrued and unpaid interest and then to principal. 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 , as note registrar and paying agent(the "Note Registrar"). Interest on this Note shall be paid to the Registered Owner hereof as shown on the registration books of the Village maintained by the Note Registrar(the "Register") at the close of business on the 15th day of the month next preceding the 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 fiirnished to the Note Registrar in writing or as directed by such Registered Owner, all as provided in the Note Ordinance.The Registered Owner of this Note shall note on the payment attached hereto as Exhibit A (the "Payment Record'�the amount and the date of any payment of the principal of this Note promptly upon receipt of such payment. In the event of any inconsistency � between such Payment Record and the records of the Village, the records of the Village shall control, absent manifest error. � -2- This Note is issued pursuant to Division 74.4 of Article 11 of the Illinois Municipal Code (the "TIF Act"), and all laws amendatory thereof and supplemental thereto, and specifically as supplemented by the Local Government Debt Reform Act, as amended, and the other Omnibus Bond Acts,as amended and as supplemented, and, where necessary, superseded,by the home rule powers of the Village under Section 6 of Article VII of the 1970 Constitution of Illinois, and the principal of and interest, and premium, if any, hereon are payable solely and only from the Available TIF Increment on deposit in the Senior Lien Note and Interest Account,all in accordance with the provisions of the Note Ordinance and the Redevelopment Agreement. This Note is being issued for the purposes of paying or reimbursing the Developer for certain TIF Eligible Expenses as described in the Redevelopment Agreement and as authorized by the TIF Act it has incurred in acquiring or constructing the Project (as defined in the Redevelopment Agreement). The cost of such acquisition or construction shall be deemed to be a disbursement of the proceeds of this Note. This Note,together with the interest thereon, is a limited obligation of the Village,payable solely from the Available TIF Increment on deposit in the Senior Lien Note and Interest Account as defined and described in the Note Ordinance and the Redevelopment Agreement. For the prompt payment of this Note, both principal and interest, as aforesaid, such Available TIF Increment is 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. FAILURE TO PAY WHEN DUE ANY INSTALLMENT OF INTEREST OR ANY AMOUNT OF OUTSTANDING PRINCIPAL AMOUNT DUE TO INSUFFICIENCY OF THE AVAILABLE TIF INCREMENT ON DEPOSIT IN THE SENIOR LIEN NOTE AND INTEREST ACCOUNT, WHETHER AT STATED MATURITY,FINAL MATURITY -3- � OR OTHERWISE,SHALL IN NO EVENT BE DEEMED TO BE AN EVENT OF DEFAULT ON THIS NOTE UNLESS CAUSED BY A DEFAULT BY THE VILLAGE UNDER THE REDEVELOPMENT AGREEMENT. The Note Ordinance and the Redevelopment Agreement authorize the issuance of a Subordinate Lien Note (as defined in the Note Ordinance) payable from the Available TIF Increment on a subordinate basis to the payments on the Note as further described in the Note Ordinance. The Subordinate Lien Note is payable solely from Available TIF Increment on hand in the Subordinate Lien Note and Interest Account(as defined in the Note Ordinance). The holder of the Subordinate Lien Note will not have any claim for payment from any moneys on hand in the Senior Lien Note and Interest Account. This Note is subject to redemption prior to maturity, at the option of the Village, in whole or in part,from any available funds,on any date at the redemption price of par plus accrued interest to the date fixed for redemption,and as further provided in the Note Ordinance.Notice of any such redemption shall be sent by registered or certified mail not less than twenty (20) days nor more than sixty (60) days prior to the date fixed for redemption to the registered owner of this Note at the address shown on the registration books of the Village maintained by the Registrar or at such other address as is furnished in writing by such Registered Owner to the Registrar. This Note may not be offered, sold, pledged, assigned or otherwise transferred except to an affiliate of a Developer, to a Qualified Purchaser (as defined in the Note Ordinance) or to a Mortgagee Party (as defined in the Redevelopment Agreement). Any offer, sale, pledge, assignment or transfer to a party other than a Developer, an affiliate of a Developer, a Qualified Purchaser or a Mortgagee Party is void, provided, however, that the Developer may assign or pledge this Note to any lender providing financing to the Developer for the Project. By accepting a transfer or assignment of this Note, any party to which this Note is transferred or assigned covenants that neither it, a related party or an affiliate will add any credit support to this Note, -4- � personally guarantee the repayment of this Note or add any additional source of repayment to the payment of debt service on this Note. This Note may only be transferred in whole. 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 I 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 Register. The person in whose name this Note is registered on the 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. 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,that Village hereby covenants and agrees that it has made provision for the segregation of the Available TIF Increment 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 Note 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 Registrar. -5- � IN W�TT1Ess WxExEOF the Village of Buffalo Grove,Lake and Cook Counties,Illinois,has caused this Note to be signed by the manual or duly authorized facsimile signatures of its President and Village Clerk and its corporate seal or a facsimile thereof to be hereunto affixed, all as of the date of delivery hereof. President,Village of Buffalo Grove, Lake and Cook Counties, Illinois Attest: Village Clerk,Village of Buffalo Grove Lake and Cook Counties, Illinois �SEAL� -6- � Date of Authentication: ,20 CERTIFICATE Note Registrar and Paying Agent: oF Village Treasurer AUTHENTICATION Village of Buffalo Grove, Illinois This Note is the Note described in the within-mentioned Note Ordinance and is the Senior Lien Tax Increment Revenue Note, Series 20 (Buffalo Grove Dundee Road Project), of the Village of Buffalo Grove, Lake and Cook Counties, Illinois. VILLAGE TREASURER,as Note Registrar By Village Treasurer, Village of Buffalo Grove, Lake and Cook Counties, Illinois -7- ASSIGNMENT FOR VALUE RECEIVED,the undersigned sells, assigns and transfers unto (Name and Address of Assignee) the within Note and does hereby irrevocably constitute and appoint as attorney to transfer the said Note on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature guaranteed: NoT�cE: The signature to this transfer and assignment must correspond with the name of the Registered Owner as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever. -8- �+XHIBIT E� PAYMENT RECORD PAYMENT DATE AMOUNT -9- REGISTERED REGISTERED No. l $ UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTIES OF LAKE AND COOK VILLAGE OF BUFFALO GROVE SUBORDINATE LIEN TAX INCREMENT REVENUE NOTE, SERIES ZO � �BUFFALO GROVE DUNDEE ROAD PROJECT� Interest Final Maturity Dated Rate: 8.500% Date: ,20_ Date: , 20 Registered Owner: Principal Amount: KNOW ALL PERSONS BY THESE PRESENTS that the Village of Buffalo Grove, Lake and Cook Counties, Illinois, a municipality, home rule unit and political subdivision of the State of Illinois(the "Village"),hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or registered assigns as hereinafter provided, on or_, before the Maturity Date identified above, but solely from the sources hereinafter identified, the Outstanding Principal Amount of this Note in accordance with that certain Ordinance adopted by the President and Board of Trustees of the Village (the "Corporate Authorities") on the 16th day of January, 2024, as supplemented by a related Note Order (the "Note Ordinance"), and that Redevelopment Agreement, dated , 20_ (the "Redevelopment Agreement"), by and between the Village and SDG Dundee Development LLC (the "Developer"), and interest on such Outstanding Principal Amount at the Interest Rate set forth above(computed on the basis of a 360-day year of twelve 30-day months). Principal and interest on this Note is payable from the Available TIF Increment(as defined in the Note Ordinance)on deposit in the Subordinate Lien Note and Interest Account of the Special Tax Allocation Fund of the Village created pursuant to the Note Ordinance. Interest on the Note is due annually on of each year(each a "Payment Date"). Principal of the Note is due � on ,20_,provided, however,that principal on the Note shall be paid on each Payment Date in an amount equal to the amount by which the Available TIF Increment on hand in the Subordinate Lien Note and Interest Account exceeds the interest accrued and unpaid on this Note on such date. On each Payment Date, amounts on hand in the Subordinate Lien Note and Interest Account shall be applied first to pay accrued and unpaid interest on the Note, then to pay interest due on this Note on such Payment Date and third to the payment of principal then outstanding on this Note. Interest when due shall be paid from the later of the Dated Date or from the most recent 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, from the Subordinate �Lien Note and Interest Account. Payments shall first be applied to accrued and unpaid interest and then to principal. 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 , as note registrar and paying agent (the "Note Registf-ar"). Interest on this Note shall be paid to the Registered Owner hereof as shown on the registration books of the Village maintained by the Note Registrar(the "Register") at the close of business on the 15th day of the month next preceding the 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, � all as provided in the Note Ordinance.The Registered Owner of this Note shall note on the payment II', attached hereto as Exhibit A (the "Payment Record'�the amount and the date of any payment of the I', principal of this Note promptly upon receipt of such payment. In the event of any inconsistency � -2- between such Payment Record and the records of the Village, the records of the Village shall control, absent manifest error. This Note is issued pursuant to Division 74.4 of Article 11 of the Illinois Municipal Code (the "TIF Act"), and all laws amendatory thereof and supplemental thereto, and specifically as supplemented by the Local Government Debt Reform Act, as amended, and the other Omnibus Bond Acts, as amended and as supplemented, and, where necessary, superseded,by the home rule powers of the Village under Section 6 of Article VII of the 1970 Constitution of Illinois, and the principal of and interest, and premiutn, if any, hereon are payable solely and only from the Available TIF Increment on deposit in the Subordinate Lien Note and Interest Account, all in accordance with the provisions of the Note Ordinance and the Redevelopment Agreement. This Note is being issued for the purposes of paying or reimbursing the Developer for certain TIF Eligible Expenses, as described in the Redevelopment Agreement and as authorized by the TIF Act, it has incurred in acquiring or constructing the Project (as defined in the Redevelopment Agreement). The cost of such acquisition or construction shall be deemed to be a disbursement of the proceeds of this Note. This Note,together with the interest thereon,is a limited obligation of the Village,payable solely from the Available TIF Increment on deposit in the Subordinate Lien Note and Interest Account as defined and described in the Note Ordinance and the Redevelopment Agreement. For the prompt payment of this Note, both principal and interest, as aforesaid, such Available TIF Increment is 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. FAILURE TO PAY WHEN DUE ANY INSTALLMENT OF INTEREST OR ANY AMOUNT OF OUTSTANDING -3- ..,.� PRINCIPAL AMOUNT DUE TO INSUFFICIENCY OF THE AVAILABLE TIF INCREMENT ON DEPOSIT IN THE SUBORDINATE LIEN NOTE AND INTEREST ACCOUNT, WHETHER AT STATED MATURITY, FINAL MATURITY OR OTHERWISE, SHALL IN NO EVENT BE DEEMED TO BE AN EVENT OF DEFAULT ON THIS NOTE UNLESS CAUSED BY A DEFAULT BY THE VILLAGE UNDER THE REDEVELOPMENT AGREEMENT. The Note Ordinance and the Redevelopment Agreement authorize the issuance of a Subordinate Lien Note (as defined in the Note Ordinance) payable from the Available TIF Increment on a subordinate basis to the payments on the Note as further described in the Note Ordinance. The Subordinate Lien Note is payable solely from Available TIF Increment on hand in the Subordinate Lien Note and Interest Account(as defined in the Note Ordinance). The holder of the Senior Lien Note will not have any claim for payment from any moneys on hand in the Subordinate Lien Note and Interest Account. This Note is subject to redemption prior to maturity, at the option of the Village, in whole or in part,from any available funds,on any date at the redemption price of par plus accrued interest to the date fixed for redemption,and as further provided in the Note Ordinance.Notice of any such redemption shall be sent by registered or certified mail not less than twenty (20) days nor more than sixty (60) days prior to the date fixed for redemption to the registered owner of this Note at the address shown on the registration books of the Village maintained by the Registrar or at such other address as is furnished in writing by such Registered Owner to the Registrar. This Note may not be offered, sold, pledged, assigned or otherwise transferred except to '� an affiliate of a Developer, to Double Eagle Development LLC or its affiliated entity 332 North Arlington Heights LLC, to any other developer of the Residential Project (as defined in the Redevelopment Agreement), subject to review and approval of the Village as set forth in the Note Ordinance (a "Residential Developer"), to a Qualified Purchaser (as defined in the Note Ordinance) or to a Mortgagee Party (as defined in the Redevelopment Agreement). Any offer, -4- sale,pledge, assignment or transfer to a parly other than a Developer, an affiliate of a Developer, a Residential Developer, a Qualified Purchaser or a Mortgagee Party is void, provided, however, that the Developer may assign or pledge this Note to any lender providing financing to the Developer for the Project. By accepting a transfer or assignment of this Note, any pariy to which this Note is transferred or assigned covenants that neither it,a related party or an affiliate will add any credit support to this Note, personally guarantee the repayment of this Note or add any additional source of repayment to the payment of debt service on this Note. This Note may only be transferred in whole. 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 Register. The person in whose name this Note is registered on the 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. 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,that Village hereby covenants and agrees that it has made provision for the segregation of the Available TIF Increment ancl that -5- i 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 Note 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 Registrar. -6- IN W��vEss WxEx�oF the Village of Buffalo Grove,Lake and Cook Counties,Illinois,has caused this Note to be signed by the manual or duly authorized facsimile signatures of its President and Village Clerk and its corporate seal or a facsimile thereof to be hereunto affixed, all as of the date of delivery hereof. President, Village of Buffalo Grove, Lake and Cook Counties, Illinois Attest: Village Clerk,Village of Buffalo Grove Lake and Cook Counties, Illinois - (SEAL� -7- Date of Authentication: ,20 , CERTIFICATE Note Registrax and Paying Agent: OF AUTHENTICATION This Note is the Note described in the ' within-mentioned Note Ordinance and is the Subordinate Lien Tax Increment Revenue Note, Series 20_ (Buffalo Grove Dundee Road Project), of the Village of Buffalo Grove,Lake and Cook Counties,Illinois. ,as Note Registrar By Village Treasurer,Village of Buffalo Grove, Lake and Cook Counties, Illinois -8- ASSIGNMENT FOR VALUE RECEIVED,the undersigned sells, assigns and transfers unto �I, (Name and Address of Assignee) I� the within Note and does hereby irrevocably constitute and appoint as attorney to transfer the said Note on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature guaranteed: NOTICE: The signature to this transfer and assignment must correspond with the name of the Registered Owner as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever. -9- �+XHIBIT A PAYMENT RECORD PAYMENT DATE AMO.UNT -10-