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-
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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;
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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
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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
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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.
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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
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illage Presi nt