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O-84-14The Ordinance is as follows: Ordinance No. 0 -84 -14 An Ordinance authorizing the issuance-of $1,000,OOO.aggre- gate principal amount Industrial Revenue Bonds, Series 1984 (Teradyne, Inc. Project), the lending of the proceeds of said Bonds to Teradyne, Inc. and the execution and delivery of a Loan Agreement, an Assignment and Fiscal Agent Agreement and a Bond Purchase Agreement; approving the sale of said Bonds; and prescribing other matters relating thereto. WHEREAS the Village of Deerfield, Illinois (the "Issuer" is a home rule unit of local government under the 1970 Illinois Constitution and is authorized pursuant to the provisions of Ordinance No. 0- 81 -26, adopted on April 6, 1981 (the "Enabling Ordinance "), to issue its revenue bonds to finance the acquisition, construction, reconstruction, repair, alteration, improvement, equipping and extention of development projects; and WHEREAS the Issuer proposes to issue $1,000,000 aggre- gate principal amount of Industrial Revenue Bonds, Series 1984 (Teradyne, Inc. Project) (the "Series 1984 Bonds ") pursuant to an Assignment and Fiscal Agent Agreement (the "Assignment "), by and among the Issuer, State Street Bank and Trust Company, Boston, Massachusetts, as Bondholder (the "Bondholder ") and State Street Bank and Trust Company, Boston, Massachusetts, as Fiscal Agent; and WHEREAS pursuant to a Loan Agreement (the "Loan Agree- ment "), by and between the Issuer and Teradyne, Inc., a corpora- tion organized under the laws of the State of Massachusetts (the "Borrower "), the Issuer proposes to lend the proceeds from the sale of the Series 1984 Bonds to the Borrower in order to provide funds to finance a portion of the costs incurred in the construc- -2- tion and equipping of a facility designed for the manufacture of electronic testing equipment and activities related thereto, located at 1405 Lake Cook Road, Deerfield, Illinois (the "Facility ") and to pay necessary expenses incidental thereto; and WHEREAS pursuant to the Loan Agreement the Borrower will execute and deliver its Series 1984 Note in the principal amount of $1,000,000 (the "Series 1984 Note "); and WHEREAS pursuant to the Assignment as security for the Series 1984 Bonds, the Issuer will assign to the Bondholder all of the Issuer's right, title and interest in, under and to the Loan Agreement (except the Issuer's rights to issue Additional Bonds, to consent to supplements and amendments to the Loan Agreement and to be reimbursed and held harmless, which rights are herein collectively referred to as the "Unassigned Rights ") and the Series 1984 Note; and WHEREAS the Series 1984 Bonds will be sold to State Street Bank and Trust Company, Boston, Massachusetts, pursuant to a Bond Purchase Agreement (the• "Bond Purchase Agreement "), by and among the Issuer, State Street Bank and Trust Company and the Borrower; and WHEREAS forms of the Loan Agreement, the Series 1984 Note, the Assignment and the Bond Purchase Agreement have been prepared and presented to this meeting; WHEREAS the Facility is owned by the Borrower and operated by Teradyne Central, Inc., a corporation organized under the laws of the State of Delaware; -3- NOW THEREFORE, Be It Ordained By the President and Board of Trustees of the Village of.Deerfield, Lake and Cook Counties, Illinois as follows: Section 1. The construction and equipping of the Facility and the payment of necessary expenses incidental thereto are hereby authorized and determined to be in the public interest and in furtherance of the public purposes contemplated by the Enabling Ordinance. Section 2. In order to provide funds to carry out the public purposes set forth in Section 1. hereof, there are hereby authorized to be issued the revenue bonds of the Issuer in the principal sum of $1,000,000, which bonds shall be designated Industrial Revenue Bonds, Series 1984 (Teradyne, Inc. Project) (the "Series 1984 Bonds "). The Series 1984 Bonds shall be issuable as fully regis- tered bonds without coupons; shall be dated, executed and authen- ticated in the manner set forth in -the Assignment; shall bear interest from their date on the unpaid principal thereof at the variable rate per annum set forth in Section 205 of the Assignment; shall be payable as to principal and interest at the.times and in the amounts set forth in Section 205 of the Assignment; and shall be subject to redemption prior to maturity at the times, under the circumstances, in the manner and at the redemption prices set forth in Article III of the Assignment. The Series 1984 Bonds and the interest thereon shall be limited obligations of the Issuer, payable solely and only from the income and revenues derived by the Issuer pursuant to the -4- Loan Agreement and the Series 1984 Note (except as may be derived S by the Issuer pursuant to the Unassigned Rights). Section 3. The Series 1984 Bonds shall be issued in compliance with and under authority of the provisions of the Enabling Ordinance, this Ordinance and the Assignment and the foregoing shall be stated on the face of the Series 1984 Bonds. Additional bonds may be issued on a parity with the Series 1984. Bonds in accordance with the provisions and limitations set forth in the Assignment. Section.4. The forms, terms and provisions of the proposed Loan Agreement, Assignment and Bond Purchase Agreement are hereby in all respects approved, and the Village President and Village Clerk.are hereby authorized, empowered and directed to execute and deliver the Loan Agreement, the Assignment and the Bond Purchase Agreement in the name and on behalf of the Issuer. The Loan Agreement, the Assignment and the Bond Purchase Agreement, as executed and delivered, shall be in substantially the forms now before this meeting and hereby approved, or with such changes therein as shall be approved by the officers of the Issuer exe- cuting the same, their execution thereof to constitute conclusive evidence of their approval of any and all changes or revisions therein from the -forms of the Loan Agreement, the Assignment and the Bond Purchase Agreement now before this meeting; and from and after the execution and delivery of the Loan Agreement, the Assignment and the Bond Purchase Agreement the officers, agents and employees of the Issuer are hereby authorized, empowered and directed to do all such acts and things and to execute all such -5- documents as may be necessary to carry out the intent and accom- plish the purposes of this Ordinance and to comply with and make effective the provisions of the Loan Agreement, the Assignment and the Bond Purchase Agreement as executed. Section 5. The sale of the Series .1984 Bonds to State Street Bank and Trust Company, Boston, Massachusetts, at a price of 100% of the principal amount thereof, is hereby approved. As provided in Section 205 of the Assignment, the Series 1984 Bonds shall be delivered.to said purchaser in the form of a single fully registered bond without coupons in the denomination of $1,000,000. Section 6. Pursuant to Section 103(k) of the Internal Revenue Code of 1954, as amended, this President and Board of Trustees, as an "applicable elected representative" of the Issuer within the meaning of said Section, hereby approve the issuance of the Series 1984 Bonds. Section 7. This President and Board of Trustees under- stand that on October 21, 1983, the Committee on Ways and Means of the United States House of Representatives reported H.R. 4170, the Tax Reform Act of 1983; that such bill, if it becomes law, would limit the amount of "private activity bonds" that could be issued by the Issuer during the current year; that the Series 1984 Bonds constitute "private activity bonds" within the meaning of such bill; and that if such bill becomes law, because of such limit the issuance of the Series 1984 Bonds could prevent the Issuer from subsequently issuing other private activity bonds which it might otherwise want to issue. 50 Section 8. The provisions of this Ordinance are hereby declared to be separable and if any section, phrase or provision shall for any reason be declared by a court of competent juris- diction to be invalid or unenforceable, such declaration shall not affect the validity or enforceability of the remainder of the sections, phrases and provisions hereof. Section 9. All ordinances, orders and resolutions and parts thereof in conflict herewith are to the extent of such conflict hereby repealed, and this Ordinance shall take effect and be in full force immediately upon its'adoption. Adopted April 16 1984. Approved April 16 1984. it age Presiders (SEAL), Attest: 4 e • Village Clerk (Other Business) Pursuant to motion duly made and seconded, the President and Board of Trustees adjourned. (SEAL) Attest Village C1 rk -7- illage Presi nt