HomeMy WebLinkAboutRESOLUTION - 74-81 - 12/8/1981 - AGRMT/HOSPITAL REVENUE NOTES LOAN RESOLUTION NO, 74-81
A RESOLUTION AUTHORIZING THE ISSUANCE OF HOSPITAL REVENUE NOTES,
SERIES 1981 (ALEXIAN BROTHERS MEDICAL CENTER , INC. ) OF THE VILLAGE
OF ELK GROVE VILLAGE, IN THE PRINCIPAL AMOUNT NOT TO EXCEED $20,000,000
FOR THE PURPOSES HEREIN EXPRESSED , AUTHORIZING THE FORM, TERMS, EXECUTION
AND DELIVERY OF A LOAN AGREEMENT BY AND BETWEEN THE VILLAGE OF ELK
GROVE VILLAGE AND ALEXIAN BROTHERS MEDICAL CENTER , INC. ; AUTHORIZING
THE FORM TERMS , EXECUTION AND DELIVERY OF A TRUST INDENTURE SECURING
SAID NOTE;; AUTHORIZING THE ASSIGNMENT BY THE VILLAGE OF ELK GROVE
VILLAGE TO THE TRUSTEE OF THE CORPORATE NOTE OF ALEXIAN BROTHERS
MEDICAL CENTER, INC. ; APPROVING THE FORM AND TERMS OF A LETTER OF
CREDIT TO SECURE THE PAYMENT OF THE PRINCIPAL OF SAID NOTES: AUTH-
ORIZING THE FORM, TERMS, EXECUTION AND DELIVERY AND APPROVING FOR
DISTRIBUTION AN OFFICIAL STATEMENT DESCRIBING SAID NOTES; AUTHORIZING
THE FORM, TERMS , EXECUTION AND DELIVERY OF A PURCHASE AGREEMENT WITH
RESPECT TO SAID NOTES AND THE SALE OF SAID NOTES TO THE PURCHASER
THEREOF; AND AUTHORIZING OTHER ACTION IN RESPECT OF THE FOREGOING.
EXCERPTS FROM THE MINUTES OF A REGULAR
PUBLIC MEETING OF THE VILLAGE OF ELK
GROVE VILLAGE, COOK COUNTY, ILLINOIS,
HELD AT ITS REGULAR MEETING PLACE IN ELK
GROVE VILLAGE, ILLINOIS AT 8 : 00 O' CLOCK
P.M. , ON THE 8TH DAY OF DECEMBER, 1981 .
The Village President called the meeting to order and
directed the Village Clerk to call the roll.
Upon the roll being called, the following Trustees
answered present:
Trustees Bosslet, Chernick, Hauser, Petri , Tosto.
The following Trustees were absent from the meeting:
Trustee Uhlarik
Trustee Petri presented to
the Village Clerk the following resolution:
RESOLUTION authorizing the issuance of Hospital
Revenue Notes, Series 1981 (Alexian Brothers
Medical Center, Inc. ) of the Village of Elk
Grove Village, in a principal amount not to
exceed $20, 000, 000, for the purposes herein
expressed; authorizing the form, terms,
execution and delivery of a Loan Agreement by
and between the Village of Elk Grove Village
and Alexian. Brothers Medical Center, Inc. ;
authorizing the form, terms, execution and
delivery of a Trust Indenture securing said
notes; authorizing the assignment by the
Village of Elk Grove Village to the Trustee
of the Corporate Note of Alexian Brothers
Medical Center, Inc. ; approving the form and
terms of a Letter of Credit to secure the
payment of the principal of said notes;
authorizing the form, terms , execution and
delivery and approving for distribution an
Official Statement describing said notes;
authorizing the form, terms , execution and
delivery of a Purchase Agreement with respect
to said notes and the sale of said notes to
the purchaser thereof; and authorizing other
action in respect of the foregoing.
WHEREAS, the Village of Elk Grove Village (the "Village" ) ,\
a municipality located in Cook County, Illinois, is authorized
and empowered by the provisions of Article VII , Section 6 (a) of
the 1970 Constitution of the State of Illinois and the provisions
of Ordinance No. 1390, adopted by the President and Board of
Trustees of the Village on August 12 , 1980', as amended by the
provisions of Ordinance No . 15')% , adopted by the President and
Board of Trustees on December 8, 1981 (the "Enabling Ordinance" ) ,
to finance the acquisition and improvement of land, buildings ,
equipment and other improvements constituting hospital facilities
( as defined in the Enabling Ordinance) , and to refund or refinance
outstanding indebtedness previously incurred for such purposes,
upon such terms and conditions , consistent with the requirements
of the Enabling Ordinance, as the President and Board of Trustees
of the Village may deem advisable; and
WHEREAS, the Village is further authorized by the
Enabling Ordinance to issue revenue notes payable solely from the
revenues derived by the Village from a security agreement between
the Village and a hospital ( as defined in the Enabling Ordinance)
and secured by a pledge of such revenues under an indenture, and
the Enabling Ordinance provides that such notes shall have a lien
on the revenues derived by the Village from the security agreement;
and
WHEREAS, the purpose of the Enabling Ordinance is to
provide a financing device which will aid hospitals in financing
the cost of hospital facilities; and
WHEREAS, Alexian Brothers Medical Center, Inc. , Elk
Grove Village, Illinois , a Texas non-profit corporation duly
qualified and authorized to do business as a foreign corporation
in the State of Illinois (the "Corporation" ) , has heretofore
acquired, constructed and equipped a 409-bed general hospital
facility (the "Existing Hospital Facility" ) located within the
boundaries of the Village; and
WHEREAS, the Corporation has requested that the Village
issue its revenue notes pursuant to the provisions of the Enabling
Ordinance in order to pay certain of the Corporation' s outstanding
indebtedness previously incurred in connection with the acquisition,
construction and equipping of the Existing Hospital Facility (the
"Outstanding Indebtedness" ) , to reimburse the Corporation for
moneys previously expended by the Corporation in connection with
the acquisition, construction and equipping of the Existing
Hospital Facility ( the "Prior Project" ) , to fund a debt service
reserve fund for the Series 1981 Notes (as hereinafter defined)
in an amount equal to the Debt Service Reserve Fund Requirement
( as defined in the hereinafter defined Indenture) and to pay the
costs of issuance of the Series 1981 Notes ; and
WHEREAS , the aggregate cost of paying the Outstanding
Indebtedness , reimbursing the Corporation for moneys previously
expended by the Corporation in connection with the Prior Project,.
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funding a debt service reserve fund for the Series 1981 Notes (as
hereinabove described) and paying the costs of issuance of the
Series 1981 Notes has been determined to be an amount not exceeding
$20, 000, 000, and it is proposed that provision be made for the
issuance o£ .not to exceed $20,.000, 000 aggregate principal amount
of Hospital Revenue Notes, Series 1981 (Alexian Brothers Medical
Center, Inc. ) (the "Series 1981 Notes" ) of the Village to pay
such cost; and
WHEREAS, the issuance by the Village of the Series 1981
Notes for the purpose of financing the foregoing is authorized
under the Enabling Ordinance and will promote the aforesaid
purpose of the Enabling Ordinance; and
WHEREAS, the Village proposes to enter into a Loan
Agreement dated as of December 1, 1981 (the "Loan Agreement" ) ,
with the Corporation specifying the terms and conditions of
financing the foregoing; and
WHEREAS, the Village proposes to issue and sell the
Series 1981 Notes in order to finance the purchase of the Corpo-
ration' s Corporate Note dated December 1, 1981 (the "Corporate
Note" ) , to be issued and sold to the Village under and pursuant
to the Loan Agreement, the proceeds from the sale of which note
will be used by the Corporation to pay the Outstanding Indebtedness,
to reimburse the Corporation for moneys previously expended by
the Corporation in connection with the Prior Project, to fund a
debt service reserve fund for the Series 1981 Notes and to pay
the costs of issuance of the Series 1981 Notes, all as aforesaid;
and
WHEREAS, the Series 1981 Notes will be issued under and
pursuant to a Trust Indenture dated as of December 1, 1981 (the
"Indenture" ) , from the Village to American National Bank and
Trust Company of Chicago, as Trustee (the "Trustee" ) ; and
WHEREAS, in order to secure the payment of the principal
of the Series 1981 Notes, the Corporation intends to request
Mellon Bank, N.A. , Pittsburgh, Pennsylvania (the "Credit Bank" ) ,
to issue to the Trustee, for the account of the Corporation, an
Irrevocable Transferable Letter of Credit (the "Letter of Credit" )
in an amount equal to the principal amount of the Series 1981
Notes ; and
WHEREAS , there have been prepared and presented to this
meeting the following documents :
1 . The form of the Loan Agreement, including the form
of the Corporate Note;
2 . The form of Indenture, including the forms of the
Series 1981 Notes;
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3 . The form of the Purchase Agreement (the "Purchase ,
Agreement" ) to be entered into by and among the Village,
Blyth Eastman Paine Webber Incorporated, Chicago, Illinois
(the "Underwriter" ) , and the Corporation, .providing for the
purchase of the Series 1981 Notes by the Underwriter;
4. The Preliminary Official Statement dated November 30,
1981 (the "Preliminary Official Statement" ) , relating to the
Series 1981 Notes; and
5 . The form of the Letter of Credit;
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE PRESIDENT
AND BOARD OF TRUSTEES OF THE VILLAGE OF ELK GROVE VILLAGE, COOK
COUNTY, ILLINOIS, AS FOLLOWS :
Section 1 . Findings . The financing by the Village of
the payment of the Outstanding Indebtedness, the reimbursement of
the Corporation for moneys previously expended by the Corporation
in connection with the Prior Project, the funding of a debt
service reserve fund for the Series 1981 Notes and the payment of
the costs of issuance of the Series 1981 Notes, as hereinafter
provided, is hereby authorized and determined to be in the public
interest and for a public purpose, and is necessary in order to
aid in financing the cost of hospital facilities (as defined in
the Enabling Ordinance) to serve the needs of the residents of
the Village. The Corporation is a hospital within the meaning of
the Enabling Ordinance and provides hospital facilities which
serve the needs of the residents of the Village.
Section 2 . Terms of Series 1981 Bonds . For the purpose
of financing the costs of paying the Outstanding Indebtedness,
reimbursing the Corporation for moneys previously expended by the
Corporation in connection with the Prior Project, ,funding a debt
service reserve fund for the Series 1981 Notes in an amount equal
to the Debt Service Reserve Fund Requirement (as defined in the
Indenture) and paying the costs of issuance of the Series 1981
Notes , there are hereby authorized to be issued the Series 1981
Notes in an aggregate principal amount not to exceed $20, 000, 000,
which notes shall be designated "Hospital Revenue Notes, Series
1981 (Alexian Brothers Medical Center, Inc. ) " ; shall be issuable
in coupon form, registrable as to principal only, in the denomination
of $5000 each and in fully registered form without coupons in the
denomination of $5000 each or any integral multiple thereof;
shall be dated December 1 , 1981 , in the case of coupon Series
1981 Notes ; shall be dated as provided in the Indenture in the
case of fully registered Series 1981 Notes ; shall bear interest
payable June 1, 1982 and semiannually thereafter on each December 1
and June 1 ; shall mature no later than 4 years from the date of
the coupon Series 1981 Notes; and shall bear interest at a rate
per annum not exceeding 121/..
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The Series 1981 Notes shall be payable, in accordance
with their terms, in the case of the coupon Series 1981 Notes , as
to principal, premium and interest, at the principal corporate
trust office of the Trustee, or at the principal corporate trust
office of any additional paying agent appointed under the Indenture,
and in the case of fully registered Series 1981 Notes, as to
principal and premium, at the principal corporate trust office of
the Trustee, or at the principal corporate trust office of any
additional paying agent appointed under the Indenture, and, as to
interest, by check or draft of the Trustee mailed by the Trustee
to the registered owner thereof.
The Series 1981 Notes shall be subject to mandatory
redemption in whole on any date prior to the termination of the
Letter of Credit if the Trustee receives written notice from the
Credit Bank of the occurrence of an event of default under the
Repayment Agreement dated as of December 1, 1981, between the
Corporation and the Credit Bank providing for repayment of amounts
drawn under the Letter of Credit. When called for redemption in
such event, the Series 1981 Notes shall be redeemed at a price
equal to 1000% of the principal amount thereof plus accrued interest
to the date of redemption and without premium, and the Trustee
shall draw on the Letter of Credit prior to such termination date
in order to pay the principal of the Series 1981 Notes coming due
on such redemption date.
The Series 1981 Notes shall be subject to redemption at
a redemption price of 100% of the principal amount thereof to be
redeemed, plus accrued interest to the redemption date and without
premium, on any date, in whole or in part (by lot in such manner
as may be designated by the Trustee) , upon the occurrence of
certain events of damage to or destruction or condemnation of the
Hospital Facilities (as defined in the Indenture) .
The Series 1981 Notes shall be subject to redemption on
any date, in whole but not in part, at a redemption price of 100%
of the principal amount thereof plus accrued interest to the
redemption date upon the happening of certain events with respect
to legislative, judicial or administrative action requiring the
operation of the Hospital Facilities in a manner inconsistent
with the religious and ethical directives of the Roman Catholic
Church or upon the happening of certain events with respect to
governmental, judicial or administrative action requiring the
disclosure of any records or other information which the Corporation
deems to be private, privileged or confidential, in each case
such legislative, judicial or administrative action being applicable
to the Corporation because the Corporation is a party to the Loan
Agreement.
The Series 1981 Notes shall be subject to redemption on
any date, in whole but not in part, at a redemption price equal
to the lesser of 101% of the principal amount thereof or the then
applicable redemption price or prices for the optional redemption
of the Series 1981 Notes, plus accrued interest to the redemption
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date, in the event that the Corporation determines in good faith
that there exists a substantial possibility that the Corporation
will be required by legislative, judicial or administrative
action to operate the Hospital Facilities in a manner inconsistent
with the religious and ethical directives of the Roman Catholic
Church, such legislative, judicial or administrative action being
applicable to the Corporation because the Corporation is a party
to the Loan Agreement.
The Series 1981 Notes shall also be subject to redemption
prior to maturity out of amounts prepaid by the Corporation on
the Corporate Note and deposited in the Optional Redemption Fund
established under the Indenture, in whole on December 1, 1982 , or
on any date thereafter, or in part, by lot in such manner as may
be designated by the Trustee, on December 1, 1982, and on any
interest payment date thereafter, at the redemption prices (expressed
as percentages of principal amount) set forth below, plus accrued
interest to the redemption date:
Redemption Period Redemption
(Dates Inclusive) Prices
December 1, 1982 , to November 30, 1983 101
December 1, 1983 , to November 30, 1984 100-1/2
And thereafter, without premium.
Section 3 . Series 1981 Notes - Limited Obligations .
The Series 1981 Notes shall be limited revenue obligations of the
Village, the principal of and interest on which shall be payable
solely from the payments to be made on the Corporate Note and the
payments otherwise to be made under the Loan Agreement and as
provided in the Indenture. The Series 1981 Notes shall never
. constitute an indebtedness of the Village or a loan of credit
thereof, within the meaning of any state constitutional provision
or statutory limitation, and shall not constitute or give rise to
a pecuniary liability of the Village or a charge against its
general credit or taxing powers . The limited nature of the
Village ' s obligation on the Series 1981 Notes shall be plainly
stated on the face of each Series 1981 Note together with a
recital that such Series 1981 Note has been issued under the
provisions of the Enabling Ordinance .
Section 4. Indenture Funds . For the purpose of securing
the payment of the Series 1981 Notes, there are hereby authorized
to be established and maintained with the Trustee pursuant to the
terms of the Indenture the following funds :
"Alexian Brothers Medical Center, Inc . , Interest Fund" ;
"Alexian Brothers Medical Center, Inc. , Principal
Fund" ;
"Alexian Brothers Medical Center, Inc. , Debt Service
Reserve Fund" ;
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"Alexian Brothers Medical Center, Inc. , Optional Redemp-
tion Fund" ; and
"Alexian Brothers Medical Center, Inc. , Letter of
Credit Fund. "
Section 5 . Execution of Series 1981 Notes . Each of
the Series 1981 Notes shall be executed on behalf of the Village
with the official manual or facsimile signature of the President
of its Board of Trustees and attested with the official manual or
facsimile signature of its Village Clerk (provided that one of
such signatures shall be manual ) and shall have a facsimile of
the corporate seal of the Village imprinted thereon and shall be
authenticated by the endorsement of the Trustee. Interest coupons
attached to the coupon Series 1981 Notes shall be executed with
the official facsimile signatures of the President of the Board
of Trustees of the Village and the Village Clerk. Any such
facsimile signatures shall have the same force and effect as if
said officers had manually signed each of said Series 1981 Notes
or coupons .
Section 6 . Compliance with Enabling Ordinance. The
Series 1981 Notes shall be issued in compliance with and under
authority of the provisions of the Enabling Ordinance, this
Resolution and the Indenture.
Section 7 . Approval of Corporate Note and Loan Agreement.
The form, terms and provisions of the proposed Loan Agreement and
Corporate Note be, and they hereby are, in all respects approved,
and the Village President and the Village Clerk be, and they
hereby are, authorized, empowered and directed to execute, acknow-
ledge and deliver the Loan Agreement in the name and on behalf of
the Village, and thereupon to cause the Loan Agreement to be
delivered to the Corporation, and to execute the assignment of
the Corporate Note to the Trustee. The Loan Agreement, as executed
and delivered, and the Corporate Note as assigned, shall be in
substantially the forms thereof now before this meeting and
hereby approved, or with such changes therein as shall be approved
by the officers of the Village executing, or executing the assign-
ment of, the same, their execution thereof to constitute conclusive
evidence of the Village ' s approval of any and all changes or
revisions therein from the form of Loan Agreement and Corporate
Note now before this meeting; and from and after the execution
and delivery of the Loan Agreement, and the assignment of the
Corporate Note, the officers, agents and employees of the Village
are hereby authorized, empowered and directed to do all such acts
and things and to execute all such documents as may be necessary
to carry out and comply with the provisions of the Loan Agreement
as executed and the Corporate Note as assigned.
Section 8 . Approval of Indenture . The form, terms and
provisions of the proposed Indenture be, and they herebv are, in
all respects approved, and the Village President and the Village
Clerk be, and they hereby are, authorized, empowered and directed
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to execute, acknowledge and deliver the Indenture in the name and
on behalf of the Village, and thereupon to cause the Indenture to
be delivered to the Trustee. The Indenture, as executed and
delivered, shall be in substantially the form now before this
meeting and hereby approved, or with such changes therein as
shall be approved by the officers of the Village executing the
same, their execution thereof to constitute conclusive evidence
of the Village ' s approval of any and all changes or revisions
therein from the form of Indenture now before this meeting; and
from and after the execution and delivery of the Indenture, the
officers, agents and employees of the Village are hereby authorized,
empowered and directed to do all such acts and things and to
execute all such documents as may be necessary to carry out and
comply with the provisions of the Indenture as executed.
Section 9 . Approval of Letter of Credit. The form,
terms and provisions of the proposed Letter of Credit which is
before this meeting are hereby approved.
Section 10 . Approval of Purchase Agreement. The
proposed sale of the Series 1981 Notes to the Underwriter pursuant
to the Purchase Agreement be and the same hereby is approved,
subject to the condition that the principal amount of the Series
1981 Notes shall not exceed $20, 000, 000, the interest rate thereon
shall not exceed 12% per annum, the maturity date thereof shall
be no later than 4 years from the date of the coupon Series 1981
Notes and the purchase price shall not be less than 97 .5% of the
principal amount of the Series 1981 Notes . The Village President
and Village Clerk be, and they hereby are, authorized to execute
and deliver the Purchase Agreement in the name and on behalf of
the Village in substantially the form now before this meeting and
hereby approved, or with such changes therein as shall be approved
by the officers of the Village executing the same, their execution
thereof to constitute conclusive evidence of the Village' s
approval of any and all changes or revisions therein from the
form of Purchase Agreement now before this meeting.
Section 11 . Approval of Preliminary Official Statement
and Final Official Statement. The Preliminary Official Statement
which is before this meeting and the distribution thereof is
hereby approved, and the Village President is hereby authorized
and directed to execute and deliver the final Official Statement
in the name and on behalf of the Village . The final Official
Statement, as executed, shall be in substantially the form of the
Preliminary Official Statement now before this meeting and hereby
approved, or with such changes therein as shall be approved by
the Village President, such officer' s execution thereof to consti-
tute conclusive evidence of the Village ' s approval of any and all
changes or revisions therein from the form of the Preliminary
Official Statement now before this meeting. The distribution of
the final official Statement is hereby approved.
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Section 12 . Delegation. The Village President and
Village Clerk be, and they hereby are, authorized and directed
for and on behalf of the Village, to execute all papers , documents ,
certificates and other instruments that may be required by the
Loan Agreement, the Indenture and the Purchase Agreement or that
may be required for the carrying out of the authority conferred
by this Resolution or to evidence said authority and its exercise.
Section 13 . Severability. The sections, phrases and
provisions of this Resolution are hereby declared to be severable
and if any section, phrase or provision shall for any reason be
declared to be invalid, such declaration shall not affect the
validity of the remainder of the sections, phrases and provisions .
Section 14. Ratification. All acts and doings of any
officer or agent of the Village in furtherance of the purposes
and intent of this Resolution are hereby ratified, confirmed and
made the acts and deeds of the Village.
Section 15 . Repealer. All ordinances and resolutions
and parts thereof in conflict herewith are hereby repealed to the
extent of such conflict.
Section 16. Effective Date. This Resolution shall
become effective upon its passage and approval.
PRESENTED, PASSED, APPROVED AND ADOPTED this 8th day of
December, 1981 .
VOTE: AYES 5
NAYS 0
ABSENT 1
Approved by me this 8th day
of December, 1981
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Villa"e Pr ident
( SEAL)
ATTEST:
%i
A+Z,
Village Clerk
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Upon discussion thereof, Trustee Petri
made a motion that said resolution be adopted as presented, which
motion was seconded by Trustee Bosslet
The Village President directed the Village Clerk to call the roll
for a vote upon the motion to adopt said resolution and upon roll
call, the following Trustees voted AYE:
Trustees 3osslet , Chernick, Hauser , Petri , Tosto.
Absent: Trustee Uhlarik
and the following Trustees voted NAY:
None
The Village President thereupon declared the motion
carried and the resolution hereinabove set out adopted, approved
the same in open meeting and directed the Village Clerk to record
the same in the minutes of this meeting, which was done.
Other business not pertinent to the adoption of said
resolution was transacted, and upon motion duly made, seconded
and carried the meeting adjourned.
'IM,24 �)
Vi11,ade esident
ATTEST: (/
Village Clerk
BBS/et
12/1/81
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STATE OF ILLINOIS )
ss :
COUNTY OF COOK )
I , Fay Bishop, do hereby certify that I am the duly
qualified and acting Village Clerk of the Village of Elk Grove
Village, in the County and State aforesaid, and as such Village
Clerk I am the keeper of the records and files of the Village
President and Board of Trustees of said Village.
I do further certify that the foregoing and attached
resolution is a full, true and correct copy of a resolution
entitled:
RESOLUTION authorizing the issuance of Hospital
Revenue Notes, Series 1981 (Alexian Brothers
Medical Center, Inc. ) of the Village of Elk
Grove Village, in a principal amount not to
exceed $20, 000, 000 , for the purposes herein
expressed; authorizing the form, terms,
execution and delivery of a Loan Agreement by
and between the Village of Elk Grove Village
and Alexian Brothers Medical Center, Inc. ;
authorizing the form, terms, execution and
delivery of a Trust Indenture securing said
notes; authorizing the assignment by the
Village of Elk Grove Village to the Trustee
of the Corporate Note of Alexian Brothers
Medical Center, Inc. ; approving the form and
terms of a Letter of Credit to secure the
payment of the principal of said notes;
authorizing the form, terms, execution and
delivery and approving for distribution an
Official Statement describing said notes;
authorizing the form, terms, execution and
delivery, of a Purchase Agreement with respect
to said notes and the sale of said notes to
the purchaser thereof; and authorizing other
action in respect of the foregoing.
duly adopted by the Village President and Board of Trustees of
the Village of Elk Grove Village, Cook County, Illinois , at its
regularly convened meeting held on the 8th day of December, 1981,
and of excerpts from the minutes of said meeting, as the same
appear in the official records in my care and custody.
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IN WITNESS WHEREOF, I have hereunto affixed my official
signature and the corporate seal of the Village of Elk Grove
Village, Illinois, this f k day of December, 1981 .
Village Clerk °of the
( SEAL) Village of Elk Grove Village, Illinois
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