wilson yard redevelopment agreement, may, 2005, part 4 of 4

8/14/2019 Wilson Yard Redevelopment Agreement, May, 2005, part 4 of 4

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REPORTS OF COMMITTEES

PRINCIPAL PAYMENTRECORDDATEOF PAYMENT PRINCIPAL PAYMENT PRINCIPALBALANCE DUE

(ASSIGNMENT)FORVALUE RECEIVED, the undersigned sells, assigns and transfers unto the

within Note and does hereby irrevocably constitute and appoint attorney to transfer thesaid Noteon the books kept for registration hereof with full power of substitution in thepremises.Dated: Registered OwnerNOTICE: The signature to this assignment must correspond with the nameof theRegistered Owner as it appears upon the face of the Note in everyparticular, without alteration or enlargement or any change whatever.Signature Guaranteed:

Notice: Signature(s) must be guaranteed by a member of the New YorkStock Exchange or a commercial bank or trust company.Consented to by:CITYOFCHICAGODEPARTMENT OF PLANNING AND DEVELOPMENTBY:ITS:


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I ,l 3 . , .CERTIFICATION OF EXPENDITURE

To: Registered OwnerRe: City of Chicago, Cook County, Illinois (the 'City")

$ Tax Increment Allocation Revenue Note(Wilson Yard Redevelopment Project, Taxable Series A)(the 'City Note#I)This Certification is submitted to you, Registered Owner of the City Note A ,pursuant to the Ordinance of the City authorizing the execution of the City Note#Iadopted by the City Council of the City on ,2005 (the 'Ordinancen).All terms used herein shall have the same meaning as when used in the Ordinance.The City hereby certifies that $ is advanced as principal underthe Ctty Note #1 as of the date hereof. Such amount has been properly incurred, is aproper charge made or to be made in connection with the redevelopment project costsdefined in the Ordinance and has not been the basis of any previous principal advance.As of the date hereof, the outstanding principal balance under the City Note #1 is $, ncluding the amount of this Certificate and less payment made on theCity Note#l.IN WITNESS WHEREOF, the City has caused this Certification to be signed onits behalf as of (Closing Date).

CITY OF CHICAGO

By:CommissionerDepartment of Planning andDevelopment

AUTHENTICATEDBY:

REGISTRAR


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(Sub)Exhibit "E-3".(To Wilson Yard Redevelopment ProjectArea Redevelopment Agreement)

City Note Number 3.

REGISTEREDNO. R-3

MAXIMUMAMOUNT$6,469,640UNITED STATES OF AMERICASTATEOF ILLINOISCOUNTY OF COOK

CITYOFCHICAGOTAX INCREMENT ALLOCATION REVENUE NOTE (WILSON YARDREDEVELOPMENT PROJECT), TAXABLE SERIES ARegistered Owner: Wilson Yard Development Corporation, an Illinoiscorporationlnterest Rate: % per annum upon issuance ("Initial InterestRaten) which shall not exceed the prime interest rateas reported in the Wall Street Journal on the date oneweek prior to issuance hereof plus 332.5 basispoints]; then

% per annum commencing on the date ofissuance of the last to issue of the Phase ICertificateand Phase I1Certificate (as defined in the hereinafterdefined Redevelopment Agreement) [the lnitiallnterest Rate less 43 basis points]; thenthe interest rate on this Note shall be reset as of thefifth anniversary of the Closing Date (asdefined in thehereinafter defined Redevelopment Agreement), andevery rate reset date thereafter to be that rate ofinterest per annum, which shall not exceed the Initiallnterest Rate plus 257 basis points, necessary to payinterest on the Construction Loan (as defined in thehereinafter defined Pledge Agreement) assumingplacement of the Construction Loan at the minimuminterest rate necessary for placement at par for thelongest term not to exceed five years; the date whichis the last day of such tern shall be the next rate resetdate.

Maturity Date: December 31,2024


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KNOW ALL PERSONS BY THESE PRESENTS, that the City of Chicago, CookCounty, Illinois (the "Qty"), hereby acknowledges itself to owe and for value receivedpromises to pay to the Registered Owner identified above, or registered assigns ashereinafter provided, on or before the Maturity Date identified above, but solely from thesourkes hereinafter identified, the principal amount of this Note from time to timeadvanced by the Registered Owner to pay costs of the Project (as hereafter defined) inaccordance with the ordinance hereinafler referred to up to the principal amount of$6,469,640 and to pay the Registered Owner interest on that amount at the lnterestRate per year specified above from the date of issuance.

This Note is one of a series of notes issued or to be issued in accordance withthat certain Redevelopment Agreement dated as of ,2005 between, inter alia, theCity and the Registered Owner (the %edevelopment Agreementn), and this Note shallbe paid pan passu with the other City Notes (as defined in the RedevelopmentAgreement). This Note is also the subject of a Pledge Agreement dated as of

, 2005 among, inter alia, the City, the Registered Owner and the RegisteredOwner's construction lender (the "Pledge Agreementn).

lnterest shall be computed on the basis of a 360-day year of twelve 30daymonths. lnterest is due March 1 of each year commencing in the first year following theissuance of the later to issue of the Phase I Certificate and the Phase I1Certificate (butinterest shall be paid on March 1 of each year prior to that time and used in accordancewith the Pledge Agreement) until the earlier of Maturity or until this note is paid in full.Accrued but unpaid interest okthis Note shall also accrue at the interest rate pw yearuntil paid.

Principal of this Note shall be payable until the earlier of Maturity or until this Noteis paid in full in installments on March 1 of each year commencing March 1, 201 1 in theamount necessary to amortize the outstanding principal balance of this Note in levelpayments over the remaining term to Maturity at the then current interest rate payable


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REPORTS O F COMMITTEES

hereon. Payments shall first be applied to interest. The principal of and interest on thisNote are payable in lawful money of the United States of America, and shall be made tothe Registered Owner hereof as shown on the registration books of the City maintainedby'the Comptroller of the City,as registrar and paying agent (the "Renistrar"), at theclose of business on the fifteenth day of the month immediately prior to the applicablepayment, maturity or redemption date, and shall be paid by check or draft of theRegistrar, payable in lawful money of the United States of America, mailed to theaddress of such Registered Owner as it appears on such registration books or at suchother address furnished in writing by such Registered Owner to the Registrar; provided,that the final installment of principal and accrued but unpaid interest will be payablesolely upon presentation of this Note at the principal office of the Registrar in Chicago,Illinois or as otherwise directed by the City. The Registered Owner of this Note shallnote on the Payment Record attached hereto the amount and the date of any paymentof the principal of this Note promptly upon receipt of such payment.

This Note is issued by the Crty in the principal amount of advances made fromtime to time by the Registered Owner up to $6,469,640 for the purpose of paying thecosts of certain eligible redevelopment project costs incurred by Registered Owner inconnection with the Phase II Improvements of the Project (as such terms are defined inthe Redevelopment Agreement) located in the Wilson Yard Project Area (the' "ProiectArea") in the City, all in accordance with the Constitution and the laws of the State ofIllinois, and particularly the Tax Increment Allocation Redevelopment Act (65 ILCS 511 1-74.4-1 et seq.) (the "TIF Act") , the Local Government Debt Reform Act (30 ILCS 35011Qet seq.)and an Ordinance adopted by the City Council of the City on June 27,2001 (the"Ordinance"), in all respects as by law required.

The City has assigned and pledged certain rights, title and interest of the City inand to certain incremental ad valorem tax revenues from the Project Area which the Cityis entitled to receive pursuant to the TIF Act and the Ordinance, in order to pay the


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principal and interest of this Note. Referenceis hereby made to the aforesaid Ordinanceand the Redevelopment Agreement for a description, among others, with respect to thedetermination, custody and application of said revenues, the nature and extent of suchsecurity with respect to this Note and the terms and conditions under which this Note isissued and secured. THlS NOTE IS A SPECIAL LIMITED OBLIGATION OF THECITY, AND IS PAYABLE SOLELY FROM AVAILABLE INCREMENTAL TAXES, ANDSHALL BE A VALID CLAIM OF THE REGISTERED OWNER HEREOF ONLYAGAINST SAID SOURCES. THlS NOTE SHALL NOT BE DEEMED TOCONSTITUTE AN INDEBTEDNESS OR A LOAN AGAINST THE GENERAL TAXINGPOWERS OR CREDIT OF THE CITY, WITHIN THE MEANING OF ANYCONSTITUTIONAL OR STATUTORY PROVISION. THE REGISTERED OWNER OFTHlS NOTE SHALL NOT HAVE THE RIGHT TO COMPEL ANY EXERCISE OF THETAXING POWER OF THE CITY, THE STATE OF ILLINOIS OR ANY POLITICALSUBDIVISION THEREOF TO PAY THE PRINCIPAL OR INTEREST OF THlS NOTE.The principal of this Note is subject to redemption on any date on or after 545 daysfollowing the Closing Date (as defined in the Redevelopment Agreement), as a whole orin part, at a redemption price of 100% of the principal amount thereof being redeemed.There shall be no prepayment penalty. Notice of any such redemption shall be sent byregistered or certified mail not less than five (5) days nor more than sixty (60) days priorto the date fixed for redemption to the Registered Owner of this Note at the addressshown on the registration books of the City maintained by the Registrar or at such otheraddress as isJumished in writing by such Registered Owner to tbe Registrar.

This Note is issued in fully registered form in the denomination of its outstandingprincipal amount. This Note may not be exchanged for a like aggregate principalamount of notes of other denominations.

This Note is transferable by the Registered Owner hereof in person or by itsattorney duly authorized in writing at the principal office of the Registrar in Chicago,


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Illinois, but only in the manner and subject to the limitations provided in the Ordinance,and upon surrender and cancellation of this Note. Upon such transfer, a new Note ofauthorized denomination of the same maturity and for the same aggregate principalamount will be issued to the transferee in exchange herefor. The Registrar shall not berequired to transfer this Note during the period beginning at the close of business on theffieenth day of the month immediately prior to the maturity date of this Note nor totransfer this Note after notice calling this Note or a portion hereof for redemption hasbeen mailed, nor during a petiod of five (5) days next preceding mailing of a notice ofredemption of this Note. Such transfer shall be in accordance with the form at the endof this Note.

This Note hereby authorized shall be executed and delivered as the Ordinanceand the Redevelopment Agreement provide.

Pursuant to the Redevelopment Agreement, the Registered Owner has agreed toacquire and construct the Phase II Improvements and to advance funds for theconstruction of certain facilities related to the Project on behalf of the City. The cost ofsuch acquisition and construction in an amount not to exceed $6,469,640 shall bedeemed to be a disbursement of the proceeds of this Note.

Pursuant to Section '15.01 and Section 15.02 of the Redevelopment Agreement,the City has reserved the right to suspend andlor terminate payments of principal and ofinterest on this Note upon the occurrence of certain conditions. Such rights shallsurvive any transfer of this Note. The City and the Registrar may deem and treat theRegistered Owner,hereof as the absolute owner hereof for the pufpose of receivingpayment of or on account of principal hereof and for all other purposes and neither theCity nor the Registrar shall be affected by any notice to the contrary, unless transferredin accordance with the provisions hereof.

It is hereby certified and recited that all conditions, acts and things required by law toexist, to happen, or to be done or performed precedent to and in the issuance of this


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Note did exist, have happened, have been done and have been performed in regularand due form and time as required by law; that the issuance of this Note, together withall other obligations of the City, oes not exceed or violate any constitutional or statutorylimitation applicable to the City.

This Note shall not be valid or become obligatory for any purpose until thecertificate of authentication hereon shall have been signed by the Registrar.

INWITNESSWHEREOF, the City of Chicago, Cook County, Illinois, by its CityCouncil, has caused its official seal to be imprinted by facsimile hereon or hereuntoaffixed, and has caused this Note to be signed by the duly authorized signature of theMayor and attested by the duly authorized signature of the City Clerk of the City, all asof I -

City ClerkCERTIFICATE

OFAUTHENTICATION

This Note is described in thewithin mentioned Ordinance andis the Tax Increment AllocationRevenue Note Wilson YardRedevelopment Project), TaxableSeries A, of the City ofChicago, Cook County, Illinois.

ComptrollerDate:

Mayor

Registrarand Paying AgentComptroller of theCity of Chicago,Cook County, Illinois


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DATEOF PAYMENT


PRINCIPAL PAYMENTRECORDPRINCIPAL PAYMENT PRINCIPAL BALANCE DUE

(ASSIGNMENT)

FORVALUE RECEIVED, the undersigned sells, assigns and transfers unto thewithin Note and does hereby irrevocably constitute and appoint attorney to transfer thesaid Note on the books kept for registration thereof with full power of substitution in thepremises.

Dated: Registered OwnerNOTICE: The signature to this assignment must correspond with the name of theRegistered Owner as it appears upon the face of the Note in everyparticular, without alteration or enlargement or any change whatever.Signature Guaranteed:

Notice: Signature(s) must be guaranteed by a member of the New YorkStock Exchange or a commercial bank or trust company.Consented to by:CITY OF CHICAGODEPARTMENT OF PLANNING AND DEVELOPMENTBY:ITS:


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CERTIFICATIONOF EXPENDITURE

To: Registered OwnerRe: City of Chicago, Cook County, Illinois (the 'City")$ Tax Increment Allocation Revenue Note(Wilson Yard Redevelopment Project, Taxable Series A)

(the "City Note #In)This Certification is submitted to you, Registered Owner of the City Note #I ,pursuant to the Ordinance of the City authorizing the execution of the City Note#Iadopted by the City Council of the City on , 2005 (the "Ordinancen).All terms used herein shall have the same meaning as when used in the Ordinance.The City hereby certifies that $ is advanced as principal underthe City Note#Is of the date hereof. Such amount has been properly incurred, is aproper charge made or to be made in connection with the redevelopment project costsdefined in the Ordinance and has not been the basis of any previous principal advance.As of the date hereof, the outstanding principal balance under the City Note #1 is $, ncluding the amount of this Certificate and less payment made on theCity Note#lIN WITNESS WHEREOF, the City has caused this Certification o be signed onits behalf as of (Closing Date).

CITY OF CHICAGO


AUTHENTICATEDBY:

REGISTRAR


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(Sub)Exhib i t "E4".(To Wilson Yard Redevelopment ProjectArea Redevelopment Agreement)

City Note Number 4 .

REGISTEREDNO. R-4

MAXIMUMAMOUNT$1,078,276UNITED STATES OF AMERICASTATE OF ILLINOISCOUNTY OF COOKC I NOF CHICAGOTAX INCREMENT ALLOCATION REVENUE NOTE (WILSON YARDREDEVELOPMENT PROJECT), TAXABLE SERIESA

Registered Owner:Interest Rate: % per annum upon issuance ("Initial InterestRaten) which shall not exceed the prime interest rateas reported in the wall Street Journal on the date oneweek prior to issuance hereof plus 332.5 basispoints]; then

% per annum commencing on the date ofissuance of the last to issue of the Phase ICertificateand Phase IICertificate (as defined in the hereinafterdefined Redevelopment Agreement) [the Initiallnterest Rate less43 basis points]; thenthe interest rate on this Note shall be reset as of thefifth anniversary of the Closing Date (as defined in thehereinafter defined Redevelopment Agreement), andevery rate reset date thereafter to be that rate ofinterest per annum, which shall not exceed the Initiallnterest Rate plus 257 basis points, necessary to payinterest on the Construction Loan (as defined in thehereinafter defined Pledge Agreement) assumingplacement of the Construction Loan at the minimuminterest rate necessary for placement at par for thelongest term not to exceed five years; the date whichis the last day of such term shall be the next rate resetdate.

Maturity Date: December 31,2024


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KNOW ALL PERSONS BY THESE PRESENTS, that the City of Chicago, CookCounty, Illinois (the "w),ereby acknowledges itself to owe and for value receivedpromises to pay to the Registered Owner identified above, or registered assigns ashereinafter provided, on or before the Maturity Date identified above, but solely from thesources hereinafter identified, the principal amount of this Note from time to timeadvanced by the Registered Owner to pay costs of the Project (as hereafter defined) inaccordance with the ordinance hereinafter referred to up to the principal amount of$1,078,276 and to pay the Registered Owner interest on that amount at the lnterestRate pe r year specified above from the date of issuance.

Th is Note is one of a series of notes issued or to be issued in accordance withthat ce rtain Redevelopment Agreement dated as of ,2005 between, inte r alia, theCity and the Reg istered Owner (the "Redevelopment Agreement"), and this N ote shallbe paid pan passu with the other City Notes (as defined in the RedevelopmentAgreem ent). This Note is also the subject of a Pledge Agreement dated as of

, 2005 am ong, inte r alia, the City, the Registered Owner and the RegisteredOwner's construction lender (the "Pledge Agreement").

Interest shall be computed on the basis of a 360-day year of twelve 30daymonths. lnterest is due March 1of each year commencing in the first year following theissuance of the la ter to issue of the Phase I Certificate and the Phase II Certificate (butinterest shall be paid on March 1of each year prior to that time and used in accordancewith the Pledge Agreement) un til the earlier of Maturity or until this note is pa id in full.Accrued but unpaid interest on this Note shall also accrue at the interest rate per yearuntil paid.

Principal of this Note shall be payable until the earlier of Maturity or until this Noteis paid in full in installments on March 1 of each year commencing March 1,2011 in theamount necessary to amortize the outstanding principal balance of this Note in levelpayments over the remaining term to Maturity at the then current interest rate payable


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5 / 11 2005 REPORTS OF COMMITTEES 47587

hereon. Payments shall first be applied to interest. The principalof and interest on thisNote are payable in lawful money of the United States of America, and shall be made tothe Registered Owner hereof as shown on the registration books of the City maintainedby the Comptroller of the City, as registrar and paying agent (the "Reaistrat"), at theclose of business on the fAeenth day of the month immediately prior to the applicablepayment, maturity or redemption date, and shall be paid by check or draft of theRegistrar, payable in lawful money of the United States of America, mailed to theaddress of such Registered Owner as it appears on such registration books or at suchother address furnished in writing by such Registered Owner to the Registrar; provided,that the final installment of principal and accrued but unpaid interest will be payablesolely upon presentation of this Note at the principal office of the Registrar in Chicago,Illinois or as otherwise directed by the City. The Registered Owner of this Note shallnote on the Payment Record attached hereto the amount and the date of any paymentof the principal of this Note promptly upon receipt of such payment.

This Note is issued by the City in the principal amount of advances made fromtime to time by the Registered Owner up to $1,078,276 for the purpose of paying thecosts of certain eligible redevelopment project costs incurred by Registered Owner inconnection with the Phase Ill Improvements of the Project (as such terms are defined inthe Redevelopment Agreement) located in the Wilson Yard Project Area (the "ProiectArea") in the City, all in accordance with the Constitution and the laws of the State ofIllinois, and particularly the Tax Increment Allocation Redevelopment Act (65 ILCS 511 1-74.4-1 et seq.) (the "TIF Act") , the Local Government Debt Reform Act (30 ILCS 35011et seq.)and an Ordinance adopted by the City Council of the City on June 27, 2001 (the"Ordinance"), in all respects as by law required.

The City has assigned and pledged certain rights, title and interest of the City inand to certain incremental ad valorem tax revenues from the Project Area which the Cityis entitled to receive pursuant to the TIF Act and the Ordinance, in order to pay the


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principal and interest of this Note. Reference is hereby made to the aforesaid Ordinanceand the Redevelopment Agreement for a description, among others, with respect to thedetermination, custody and application of said revenues, the nature and extent of suchsecurity with respect to this Note and the terms and conditions under which this Note isissued and secured. THlS NOTE IS A SPECIAL LIMITED OBLIGATION OF THECIN, AND IS PAYABLE SOLELY FROM AVAILABLE INCREMENTAL TAXES, ANDSHALL BE A VALID CLAIM OF THE REGISTERED OWNER HEREOF ONLYAGAINST SAID SOURCES. THlS NOTE SHALL NOT BE DEEMED TOCONSTITUTE AN INDEBTEDNESS OR A LOAN AGAINST THE GENERAL TAXINGPOWERS OR CREDIT OF THE CITY, WITHIN THE MEANING OF ANYCONSTITUTIONAL OR STATUTORY PROVISION. THE REGISTERED OWNER OFTHlS NOTE SHALL NOT HAVE THE RIGHT TO COMPEL ANY EXERCISE OF THETAXING POWER OF THE CITY, THE STATE OF ILLINOIS OR ANY POLITICALSUBDIVISION THEREOF TO PAY THE PRINCIPAL OR INTEREST OF THlS NOTE.The principal of this Note is subject to redemption on any date on or after 545 daysfollowing the Closing Date (as defined in the Redevelopment Agreement), as a whole orin part, at a redemption price of 100% of the principal amount thereof being redeemed.There shall be no prepayment penalty. Notice of any such redemption shall be sent byregistered or certified mail not less than five (5) days nor more than sixty (60) days priorto the date fixed for redemption to the Registered Owner of this Note at the addressshown on the registration books of the City maintained by the Registrar or at such otheraddress as is furnished in writing by such Registered Owner to the Registrar.

This Note is issued in fully registered form in the denomination of its outstandingprincipal amount. This Note may not be exchanged for a like aggregate principalamount of notes of other denominations.

This Note is transferable by the Registered Owner hereof in person or by itsattorney duly authorized in writing at the principal office of the Registrar in Chicago,


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Illinois, but only in the manner and subject to the limitations provided in the Ordinance,and upon surrender and cancellation of this Note. Upon such transfer, a new Note ofauthorized denomination of the same maturity and for the same aggregate principalamount will be issued to the transferee in exchange herefor. The Registrar shall not berequired to transfer this Note during the period beginning at the close of business on theffieenth day of the month immediately prior to the maturity date of this Note nor totransfer this Note afier notice calling this Note or a portion hereof for redemption hasbeen mailed, nor during a period of five (5) days next preceding mailing of a notice ofredemption of this Note. Such transfer shall be in accordance with the form at the endof this Note.

This Note hereby authorized shall be executed and delivered as the Ordinanceand the Redevelopment Agreement provide.

Pursuant to the Redevelopment Agreement, the Registered Owner has agreed toacquire and construct the Phase Ill Improvements and to advance funds for theconstruction of certain facilities related to the Project on behalf of the City. The cost ofsuch acquisition and construction in an amount not to exceed $1,078,276 shall bedeemed to be a disbursement of the proceeds of this Note.

Pursuant to Section 15.01 and Section 15.02 of the Redevelopment Agreement,the City has reserved the right to suspend andlor terminate payments of principal and ofinterest on this Note upon the occurrence of certain conditions. Such rights shallsurvive any transfer of this Note. The City and the Registrar may deem and treat theRegistered Owner hereof as the absolute owner hereof for the purpose of receivingpayment of or on account of principal hereof and for all other purposes and neither theCity nor the Registrar shall be affected by any notice to the contrary, unless transferredin accordance with the provisions hereof.

It is hereby certified and recited that all conditions, acts and things required by law toexist, to happen, or to be done or performed precedent to and in the issuance of this


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Note did exist, have happened, have been done and have been performed in regularand due form and time as required by law; that the issuance of this Note, together withall other obligations of the City, does not exceed or violate any constitutional or statutorylimitation applicable to the City.

This Note shall not be valid or become obligatory for any purpose until thecertificate of authentication hereon shall have been signed by the Registrar.

INWITNESSWHEREOF. the City of Chicago, Cook County, Illinois, by its CityCouncil, has caused its official seal to be imprinted by facsimile hereon or hereuntoaffixed, and has caused this Note to be signed by the duly authorized signature of theMayor and attested by the duly authorized signature of the City Clerk of the City, all asof ,--

City ClerkCERTIFICATEOFAUTHENTICATION

This Note is described in thewithin mentioned Ordinance andis the Tax Increment AllocationRevenue Note Wilson YardRedevelopment Project), TaxableSeries A, of the City ofChicago, Cook County, Illinois.ComptrollerDate:

Mayor

Registrarand Paying AgentComptroller of theCity of Chicago,Cook County, Illinois


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DATE OF PAYMENT


PRINCIPALPAYMENTRECORDPRINCIPAL PAYMENT PRINCIPAL BALANCE DUE

(ASSIGNMENT)

FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto thewithin Note and does hereby irrevocably constitute and appoint attorney to transfer thesaid Note on the books kept for registration thereof with full power of substitution in thepremises.

Dated:

NOTICE:

Signature

Registered OwnerThe signature to this assignment must correspond with the name of theRegistered Owner as it appears upon the face of the Note in everyparticular, without alterationor enlargement or any change whatever.Guaranteed:Notice: Signature(s) must be guaranteed by a member of the New YorkStock Exchange or a commercial bank or trust company.

Consented to by:CITY OFCHICAGODEPARTMENTOF PLANNING AND DEVELOPMENTBY:ITS:


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CERTIFICATION OF EXPENDITURE

To: Registered OwnerRe: Citv of Chicago. Cook County, Illinois (the "City")

$ Tax lncrement ~llocation e v i n u e ote(Wilson Yard Redevelopment Project, Taxable Series A)(the "City Note # I )This Certification is submitted to you, Registered Owner of the City Note #I ,pursuant to the Ordinance of the City authorizing the execution of the City Note # Iadopted by the City Council of the City on , 2005 (the "Ordinance").All terms used herein shall have the same meaning as when used in the Ordinance.The City hereby certifies that $ is advanced as principal underthe City Note # I as of the date hereof. Such amount has been properly incurred, is aproper charge made or to be made in connection with the redevelopment project costsdefined in the Ordinance and has not been the basis of any previous principal advance.As of the date hereof, the outstanding principal balance under the City Note # I is $

, ncluding the amount of this Certificate and less payment made on theCtty Note#I.IN WITNESS WHEREOF, the City has caused this Certification to be signed onits behalf as of (Closing Date).

CITY OF CHICAGO


AUTHENTICATEDBY:

REGISTRAR


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(Sub)Exhibit "G-2".(To Wilson Yard Redevelopment ProjectArea Redevelopment Agreement)

Depiction Of Property.


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(Sub)Exhibi t "H".(To Wilson Yard Redevelopment ProjectArea Redevelopment Agreement)

Requ i s i t i on /Paymen t Form.

State of Illinois ))SS.County of Cook )

The affiant, , of ,(the"Developer7'), ereby certifies that with respect to thatcertain Wilson Yard Redevelopment Agreement between the Developer and the Cityof Chicago dated , 2005 (the "Agreement"):A. Expenditures for Phase- f the Project, in the total amount of $ 7have been made:B. This paragraph B set s forth and is a true an d complete statement of all costsof T.1.F.-Funded Improvements for Phase- f the Project reimbursed by the Cityto date:

$C. The Developer requests reimbursement for the following cost ofT.1.F.-FundedImprovements:

D. None of the costs referenced in paragraph C above have been previouslyreimbursed by the City.E. The Developer hereby certifies to the City that, as of the date hereof:

1. Except a s described in the attached certificate, the representations andwarranties contained in the Redevelopment Agreement are true and correct andthe Developer is in compliance with all applicable covenants contained herein.

2. No event of default or condition or event which, with the giving of notice orpassage of time or both, would constitute an Event of Default, exists or hasoccurred.


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All capitalized terms which are not defined herein has the meanings given suchterms in the Agreement.By:Name:Title:

Subscribed and sworn before me thisday of ,

My commission expires:

Certificate Of City A s To Approved Eligible Costs.

The City hereby certifies tha t it ha s reviewed Draw Request Number- ated, together with the supporting documentation submitted therewith, andhas determined that the amounts requested to be advanced thereunder constituteT.1.F.-Eligible Expenses (eligible for reimbursement under the RedevelopmentAgreement dated , 2005 among, inter alia, the Developer and the City),except as set forth below, and the principal amount of City Note Number (asdefined in the Redevelopment Agreement), will be deemed increased in the amountof $ on the date hereof.

Excluded costs, if any:

Nature Of Cost Amount


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City of Chicago

(Sub)Exhibit "I".(To Wilson Yard Redevelopment ProjectArea Redevelopment Agreement)

Permitted Liens.

1 . Liens or enci~m bra nc es gainst the Project Property:Those matters set forth a s Schedule B title exceptions in the owner's titleinsurance policy issued by the Title Company as of the date hereof, but onlyso long as applicable title endorsements issued in conjunction therewith onthe date hereof, if any, continue to remain in full force and effect.

2. Liens or encum brances against any Developer or the Project, other than liensagainst the Project Property, if any:[To be completed by Developers' counsel, subject to City approval.]

(Sub)Exhibit "J-1.(To Wilson Yard Redevelopment ProjectArea Redevelopment Agreement)

Project Budget - Phase I.Wilson Yard -- Sources And Uses Summary.

Note tha t the allocation of T.I.F. below assum es all land is acquired by the MasterDeveloper. If a share of land acquisition senior hous ing developers, their allocations


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51 1 11 20 05 REPORTS OF COMMITTEES 47 59 7

increase by One Million Nine Hundred Thousand Dollars ($1,900,000) and OneMillion Four Hundred Thousand Dollars ($1,4007000),espectively, and the MasterDeveloper Three Million Three Hundred Thousand Dollars ($3,300,000) the total ofthe senior and family housing increases).

Sources Of Funds -- Permanent:1 t mortgagesT.I. F. bond proceedsSoft loan fundsL.I.H.T.C. equityProperty rights saleConstruction contributionEquityMenu fund offset

Total Sources:

Uses Of Funds:Acquisition and relocation $14,341,900Construction 54,462,184Architectural and engineering 3,421,212Legal 851,056Other professional fees 1,570,530Financing fees, reserves,contingencyMaster Developer profit, fee,overheadReturn of equity 1,550,000

Total Uses: $85,146,456


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(Subpxhibit "5-2".(To Wilson Yard Redevelopment ProjectArea Redevelopment Agreement)

Project Budget -- Phase II.

Wilson Yard -- Sources And Uses Summary.Note that the allocation of T.I.F. below assumes all land is acquired by the MasterDeveloper. If a share of land acquisition senior housing developers, their allocationsincrease by One Million Nine Hundred Thousand Dollars ($1,900,000) and One

Million Four Hundred Thousand Dollars ($l,4OO,OOO), respectively, an d the MasterDeveloper Three Million Three Hundred Thousand Dollars ($3,300,000) the total ofthe senior an d family housing increases).

Sources Of Funds -- Permanent:1 t mortgagesT.I. F. bond proceeds

Soft loan fundsL.I.H.T.C. equityProperty rights saleConstruction contributionEquityMenu fund offset

Total Sources:


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Uses Of Funds:


Acquisition and relocationConstructionArchitectural and engineeringLegalOther professional feesFinancing fees, reserves,

contingencyMaster Developer profit, fee,overheadReturn of Equity

Total Uses:

(Sub)Exhibit "5-3".(To Wilson Yard Redevelopment ProjectArea Redevelopment Agreement)

Project Budget --Phase III.

Wilson Yard -- Sources And Uses S u m m q .Note tha t the allocation of T.I.F. below assumes all land is acquired by the MasterDeveloper. If a share of land acquisition senior housing developers, their allocations

increase by One Million Nine Hundred Thousand Dollars ($1,900,000) and OneMillion Four Hundred Thousand Dollars ($1,400,000), espectively, and the MasterDeveloper Three Million Three Hundred Thousand Dollars ($3,300,000) the otal ofthe senior and family housing increases).


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Sources Of Funds -- Permanent:1 t mortgagesT.I.F. ond proceedsSoft loan fundsL.I.H.T.C. equityProperty rights saleConstruction contributionEquityMenu fund offset

Total Sources:

Uses Of Funds:Acquisition an d relocationConstructionArchitectural and engineeringLegalOther professional feesFinancing fees, reserves,contingencyMaster Developer profit, fee,OverheadReturn of equity

Total Uses:


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Soft Costs:ArchitecturalCivil EngineerStruc tural EngineerGeneral Conditions

Subtotal:

(Sub)Exhibit "K- ", "K-2" And "K-3".(To Wilson Yard Redevelopment ProjectArea Redevelopment Agreement)

M. .E./ W.B.E. Project Budget*.

M.B.E./W.B.E. Requirement

Hard Costs:

Infras tructure/ Site WorkDemolitionGreenRoof/LandscapingGarageBuilding Shell

Subtotal:TOTAL DEVELOPMENT BUDGET:

* The M.B.E.1W.B.E. Project Budgets will be broken out into Phase I, Phase I1 and Phase I11 forpurposes of issuing Certificates of Completion for each Phase.


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(Sub)Exhibit "M".(To Wilson Yard Redevelopment ProjectArea Redevelopment Agreement)

Opinion Of Developer's Counsel.[To Be Retyped On The Developer's Counsel's Letterhead]

City of Chicago12 1 North LaSalle StreetChicago, Illinois 60602Attention: Corporation Counsel:

Ladies and Gentlemen:We have acted as counsel to , an Illinois limited liabilitycorporation (the "Developer"), in connection with the purchase of certain land an d

the construction of certain facilities thereon located in the Wilson YardRedevelopment Project Area ( the "Project"). In th at capacity, we have examined,among other things, the following agreements, instruments and documents of evendate herewith, hereinafter referred to as the "Documents":

(a) Redevelopment Agreement (the "Agreement") ofeven da te herewith, executed by the Developer an d the City of Chicago (the "City");[(b) the Escrow Agreement of even da te herewith executed by the Developer and

the City;](c) [insert other documents including but not limited to documents related to

purchase and financing of the Property and all lender financing related to theProject]; and(d) all other agreements, inst rum ents a nd documents executed in connectionwith the foregoing.

In addition to the foregoing, we have examined


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(a) the original or certified, conformed or photostatic copies of the Developer's(i) Articles of Organization, as amended to date, (ii) qualifications to do businessand certificates of good standing in all states in which the Developer is qualifiedto do bu siness, (iii) Operating Agreement, as amended to date, and (iv) records ofall member's an d manager's meetings relating to the Project; and

(b) su ch other documents, records an d legal matters as we have deemednecessary or relevant for purposes of issuing the opinions hereinafter expressed.

In all such examinations, we have assumed the genuineness of all signatures(other than those of the Developer), he authenticity of documents submitted to u sas originals and conformity to the originals of all documents submitted to us a scertified, conformed o r photostatic copies.

Based on the foregoing, it is our opinion tha t:1. The Developer is a limited liability company duly organized, validly existingan d in good standing under the laws of its sta te of organization, has full poweran d authority to own and lease its properties an d to carry on its business aspresently conducted, a nd is in good standing and duly qualified to do business asa foreign entity und er the laws of every state in which the conduct of its affairs orthe ownership of its assets requires such qualification, except for those states in

which its failure to qualify to do business would not have a material adverse effecton it or its business.

2. The Developer ha s full right, power and authority to execute and deliver theDocuments to which it is a party and to perform its obligations thereunder. Suc hexecution, delivery an d performance will not conflict with, or result in a breach of,the Developer's Articles of Organization or result in a breach or other violation ofany of the terms, conditions or provisions of any law or regulation, order, writ,injunction or decree of any court, government or regulatory authority, or, to thebest of our knowledge after diligent inquiry, any of the terms, conditions orprovisions of any agreement, instrument or document to which the Developer isa party or by which the Developer or its properties is bound . To the best of ourknowledge after diligent inquiry, suc h execution, delivery an d performance will notconstitute grounds for acceleration of the maturity of any agreement, indenture,undertaking or other instrument to which the Developer is a party or by which itor any of its property may be bound, or result in the creation or imposition of (orthe obligation to create or impose) any lien, charge or encumbrance on, or securityinterest in, any of its property pur suan t to the provisions of any of the foregoing,other th an liens or security interests in favor of the lender providing LenderFinancing (as defined in the Agreement).


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3. The execution and delivery of each Document and the performance of thetransactions contemplated thereby have been duly authorized an d approved by allrequisite action on the p art of the Developer.

4. Each of the Documents to which the Developer is a Party has been dulyexecuted and delivered by a duly authorized officer of the Developer, and eachsuch Document constitutes the legal, valid and binding obligation of theDeveloper, enforceable in accordance with its terms, except as limited byapplicable bankruptcy, reorganization, insolvency or similar laws affecting theenforcement of creditors' rights generally.

5. To the best of our knowledge after diligent inquiry, no judgments areoutstanding against th e Developer, nor is there now pending or threatened, anylitigation, contested claim or governmental proceeding by or against the Developeror affecting the Developer or its property, or seeking to restrain or enjoin theperformance by the Developer of the Agreement or the transactions contemplatedby the Agreement, or contesting the validity thereof. To the best of our knowledgeafter diligent inquiry, the Developer is not in default with respect to any order,writ, injunction or decree of any court, government or regulatory authority or indefault in any respect und er any law, order, regulation or demand of anygovernmental agency or instrumentality, a default under which would have amaterial adverse effect on the Developer or its business.

6. To the best of ou r knowledge after diligent inquiry, there is no default by theDeveloper or any other party under any material contract, lease, agreement,instrument or commitment to which the Developer is a party or by which thecompany or its properties is bound.

7. To the best of our knowledge after diligent inquiry, all of the assets of theDeveloper are free and clear of mortgages, liens, pledges, security interests andencumbrances except for those specifically set forth in the Documents.

8. The execution, delivery and performance of the Documents by the Developerhave not and will not require the consent of any person or the giving of notice to,any exemption by, any registration, declaration or filing with or any taking of anyother ac tions in respect of, any person, including without limitation any court,government or regulatory authority.9. To the best of our knowledge after diligent inquiry, the Developer owns orpossesses or is licensed or otherwise has the right to us e all licenses, permits andother governmental approvals and authorizations, operating authorities,

certificates of public convenience, goods carriers permits, authorizations and otherrights that are necessary for the operation of its business.


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10. A federal or state court sitting in the State of Illinois and applying thechoice of law provisions of the State of Illinois would enforce the choice of lawcontained in the Documents and apply the law of the State of Illinois to thetransactions evidenced thereby.

We are attorneys admitted to practice in the State of Illinois and we express noopinion a s to any laws other th an federal laws of the United States of America andthe laws of the State of Illinois and Delaware.

This opinion is issued a t the Developer's request for the benefit of the City and itscounsel, and may not be disclosed to or relied upon by any other person.

Very truly yours,

By:Name:

(Sub)Exhibit "P".(To Wilson Yard Redevelopment ProjectArea Redevelopment Agreement)

Pledge Agreement.

This pledge agreement, dated as of , 2005 (together with anyamendments or supplements hereto, this "Agreement"), s made by and among theCity of Chicago, an Illinois municipal corporation (the "City7'), , a("Lender7'),Wilson Yard Development I .L.L.C.,an Illinois limitedliability company (the "Master Developer7'or the "Borrower"),Wilson Yard Par tners,L.P., a n Illinois limited partnership (the "L.I.H.T.C. Entity"), Wilson YardDevelopment Corporation, a n Illinois corporation (the "General Partner"),

, a ("Senior Developer7'), an d , a, as Escrow Agent ( the "Escrow Agent").


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Witnesseth.

Whereas, P ur suan t to a Wilson Yard Redevelopment Project Area RedevelopmentAgreement dated a s of ,2005 (the "T.I.F. Redevelopment Agreement*)byan d among the City, the Master Developer, the L.I.H.T.C. Entity, an d the GeneralPartner, the City has agreed to issue Tax Increment Allocation Revenue Notes in theaggregate principal amount of $ (collectively referred to herein as the"T.I.F. Notes") to the Master Developer, the General Partner and the SeniorDeveloper to finance a portion of the costs of the Wilson Yard Project (the "Project");and

Whereas, Lender has agreed to make a loan in the principal amount of$ to the Master Developer (the "Construction Loan"), an d the MasterDeveloper has agreed to apply the proceeds of the Construction Loan in part tomake a loan in the principal amou nt of $ to the [L.I.H.T.C. Entity][General Partner] ( the "L.I.H.T.C. Loan") and a loan in the principal amount of $to the Senior Developer (the "Senior Developer Loan7')[Note: ctualloan structure is subject to change]; and

Whereas, A s a n inducement to making the Construction Loan, the L.I.H.T.C. Loanand the Senior Developer Loan, the Borrower, the [L.I.H.T.C. Entity][GeneralPartner] and the Senior Developer have agreed to pledge to Lender, on a collateralbasis to secure the Construction Loan, their rights to receive payments of principaland inte rest on the T.I.F. Notes; andWhereas, The Borrower is not entitled to receipt of interest on the T.I.F. Notes untilthe issuance of a n applicable Certificate (as defined in the T.I.F. Redevelopment

Agreement), bu t the City hereby agrees to deposit interest payments, on the termsset forth herein, as a n inducement to the Lender to make the Construction Loan;and

Whereas, A s a condition of making the Construction Loan, Lender has required,an d the City has agreed pu rsuant to the T.I.F. Redevelopment Agreement, that theCity make payments of interest accruing on the T.I.F. Notes prior to completion ofthe Project during the period (the "Interest Payment Period*)beginning on the dateof issuance of the T.I.F. Notes and continuing through the earlier to occur of (i) thecompletion of the Project or (ii) he [fourth]anniversary of the date of issuance, withthe payment of such in terest by the City during the Interest Payment Period to besubject to the terms se t forth in the T.I.F. Redevelopment Agreement (the interestaccruing on the T.I.F. Notes and paid by the City during the Interest Payment Periodless the Remarketing Costs Interest Component referred to below for su ch InterestPayment Period is referred to herein as the "Pre-Completion T.I.F. Interest"); and


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Whereas, A s a condition of making the Construction Loan, Lender has required,and the City hereby agrees, tha t the Pre-Completion T.I.F. Interest will be depositedby the City into a n escrow account established pursuant to this Agreement; and

Whereas, All principal of and interest on the Construction Loan will be due andpayable not later than , 2010, and if the City has not issued T.I.F.Bonds p ursu an t to Section 4.03(c) of the T.I.F. Redevelopment Agreement prior tothat date, it will be necessary for Lender to place a new, refinancing loan for thepurpose of paying su ch maturing principal; and

Whereas, In order to provide for the payment of costs of placing such new,refinancing loan, and as security for the holders of the Construction Loan, a portionof the interest on the T.I.F. Notes in the amount of- asis points per annum (the"Remarketing Costs Interest Component"), accruing prior to the maturity of theConstruction Loan, will be held in an escrow account established pursuan t to thisAgreement; and

Whereas, When deposited into a n escrow account hereunder, the Pre-CompletionT.I.F. Interest and the Remarketing Costs Interest Component shall be held assecurity for the payment of the principal of and interest on the Construction Loan.Now, Therefore, Intending to be legally bound hereby and in consideration of themutua l covenants hereinafter contained, the parties to this Pledge Agreement agree

as follows:

Article I.Representations And Warranties.

Section 1.01 Representations And Warranties.Each of the parties to this Agreement represents and warrants as to itself to theother parties to this Agreement that:

(a) it has full power and authori ty to enter into, execute, deliver and perform itsobligations under this Agreement;(b) the execution and delivery of th is Agreement has been duly authorized by allnecessary corporate or governmental action of the party;(c) when executed and delivered by each of the other parties hereto, this


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Agreement will constitute the valid and legally binding obligation of the party,enforceable against it in accordance with its terms, subject to any applicablebankruptcy, insolvency, reorganization or similar laws affecting the enforcementof creditors' rights generally, the application of equitable principles whereequitable remedies are sought and limitations on the enforcement of judgmentsagainst public bodies, a nd th e reasonable exercise in the future by the State andits governmental bodies of the police and taxing powers inherent in the sovereigntyof the State;

(d) no consent, approval, authorization or order of, or filing, registration ordeclaration with, any court or governmental agency or body which has not beenobtained on or before the execution and delivery of thi s Agreement is required forthe execution a nd delivery of this Agreement or the consummation by the partyof the transactions a nd obligations effected or contemplated by this Agreement;and

(e) the execution, delivery and performance of this Agreement and compliancewith the provisions hereof by the party do not and will not conflict with orcons titute on th e part of the party a breach of or a default under any existing law,regulation, decree, order or resolution, or any agreement, indenture, mortgage,lease or other instrument , to which the party is subject or by which it is bound.

Article II.Deposits Into Escrow Account.

Section 2.01 Establishment Of Principal Amounts Of The T.I.F. Notes.The City agrees to increase the principal amount of the T.I.F. Notes pur su an t toSection [4.04] and the other terms an d conditions of the T.I.F. Redevelopment

Agreement.

Section 2.02 Deposit Of Pre-Completion T.I.F. Interest Into Escrow Account.The City agrees to deposit the Pre-Completion T.I.F. Interest into the Capitalized

Interest Subaccount of the Escrow Account (defined below) on a n annua l basisduring the Interest Payment Period, pursu ant to Section 4.03 and the other termsan d conditions of the T.I.F. Redevelopment Agreement. After the Interest PaymentPeriod, the City will pay interest o n the T.I.F. Notes a s set forth in the T.I.F. Notesan d the T.I.F. Redevelopment Agreement.


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Section 2.03 Deposit Of Remarketing Costs Interest Component Into EscrowAccount.

The City acknowledges that it will pay interest on the T.I.F. Notes as set forth inthe T.I.F. Notes and the T.I.F. Redevelopment Agreement, and agrees to deposit theRemarketing Costs Interest Component into the Remarketing Costs Subaccount ofthe Escrow Account (defined below) on an ann ual basis.

Article III.

Escrow Account.

Section 3.01 Creation Of Escrow Fund.An escrow account (the "Escrow Account"), consisting of a Capitalized InterestSubaccount and a Remarketing Costs Subaccount is hereby established with theEscrow Agent for the purposes and use s, and subject to the liens, limitations andrequirements, set forth in this Escrow Agreement. Amounts on deposit in theEscrow Account shall be deposited into and disbursed from the Escrow Accountstrictly in accordance with the terms of this Agreement.

Section 3.02 Calculation Of Amounts; Deposit Of Funds.(a)Not less than fifteen (15) days prior to each interest payment date on the CityNotes, Lender shall give notice to the City, with a copy to the Escrow Agent and theBorrower, of the amount of interest due which represents the Remarketing CostsInterest Component and the amount of interest due which represents Pre-Completion T.I.F. Interest.(b) All deposits by the City into the Escrow Account shall be by wire transfer (orcertified or cashier's check) in immediately available funds to the Escrow Agent'saccount a t the following address (or to such other address as designated in writing

by the Escrow Agent to the City): Account , ABA Number ,Attention: . The City shall also give notice of any deposit to Lender, theBorrower and the Escrow Agent.(c) The Borrower and the City covenant and agree that the deposit of Pre-Completion T.I.F. Interest into the Escrow Account is a condition precedent to thedisbursement of proceeds of the Construction Loan to the Borrower subsequent tothe scheduled date of such deposit.


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(d) All investment earnings from monies held in th e subaccounts of the EscrowAccount shall be credited to and retained in such subaccount of the EscrowAccount upon receipt by the Escrow Agent. Monies held in the Escrow Accountshall be used for the purposes provided in Section 3.06 of this Agreement.

Section 3.03 Deposit Irrevocable.The deposit of Pre-Completion T.I.F. Interest a nd the Remarketing Costs Interest

Component into the Escrow Account shall constitute a n irrevocable deposit for thebenefit of Lender, as the holder (on a collateral basis) of the T.I.F. Notes, subject tothe terms of thi s Agreement which specifically permit the disbursement or use ofmonies held in the Escrow Account or the disposition of any excess monies aspermitted by Sections 3.06 and 3.07. All Pre-Completion T.I.F. Interest andRemarketing Costs Interest Component deposited into the Escrow Account shall beheld in trust for the payment of the Construction Loan, subject, however, to theterms, conditions and requirements of this Agreement.

Section 3.04 Investment Of Escrowed Funds.(a)Monies in the Escrow Account shall be invested and reinvested in investments(as directed by Lender, with the consent of Borrower, which consent will not beunreasonably withheld) having maturities consistent with the timing of anticipated

disbursement of funds from the Escrow Account pursuant to Sections 3.06 and 3.07below.(b) At th e time any monies in any fund held in the Escrow Account are invested,the Escrow Agent shall record the following information (if applicable) for eachobligation in which su ch monies a re invested:

(i) purchase date of the obligation;(i) the purchase price of the obligation;(iii) the accrued interest due on the obligation's purchase da te;(iv) the face am ount of the obligation; and(v) the coupon rate of the obligation.

(c) The Escrow Agent sha ll keep full, complete an d accurate records of the amountand da te of all sums earned from the investment of monies deposited in the Escrow


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Account and shall send copies of su ch records and the information described in thissubsection to Lender and the Borrower promptly, but not more often than monthly.Section 3.05 Security Interest In Escrow Account.

The Pre-Completion T.I.F. Interest and Remarketing Costs Interest Component andany other monies deposited with the Escrow Agent pursuant to th is Agreement orheld in the Escrow Account (including, without limitation, investment eamings onsuch monies) shall be held by the Escrow Agent pursuant to the terms of thisAgreement for the benefit, security and protection of Lender with respect to theConstruction Loan. The City and the Borrower each hereby grants to Lender (andits assignees) a lien on and security interest in all monies held in the EscrowAccount.

The Borrower shall perfect any security interest created under this EscrowAgreement by the filing of financing statements which fully comply with the IllinoisUniform Commercial Code -- Secured Transactions. The Borrower further agreestha t all necessary continuation statements shall be filed within the time prescribedby the Illinois Uniform Commercial Code, in order to continue any security interestcreated by this Agreement, and the Escrow Agent agrees to make suc h filings on atimely basis.If, at any time, any of the information contained in any financing statement filedin connection with any security interests created by this Agreement, including,

without limitation, the description of the collateral, shall change in such manner asto cause su ch financing statement to become misleading in any material respect oras may impair the perfection of the security interests intended to be created hereby,then the Borrower shall promptly prepare an amendment to such financingstatement as may be necessary to continue the perfection of the security interestintended to be created hereby, obtain the signatures of the debtor and secured partyupon such amendment (if necessary) and file the same in any office where suchamendment is required to be filed to continue the perfection of the security interestintended to be created hereby. The Borrower shall pay all costs and expensesincurred in connection with the performance of the obligations set forth in thisparagraph.

Section 3.06 Disbursement Of Funds From Escrow Account.(a)All monies received or held by the Escrow Agent pursuant to the terms of thisAgreement shal l be disbursed by the Escrow Agent solely for the following purposes:(i) upon the earlier to occur of issuance of the Phase I Certificate (as defined in


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the T.I.F. Redevelopment Agreement) or the end of the Interest Payment Period, allfun ds in the Capitalized Interest Subaccount of the Escrow Account will be paidas directed by the Borrower, which ha s agreed with Lender pursuan t to the loandocuments executed in connection with the Construction Loan that all such fundsshall be paid to Lender in prepayment of the Construction Loan; an d

(ii) upo n the earlier to occur of issuance of the Phase I1 Certificate (asdefinedin the T.I.F. Redevelopment Agreement) or the end of the Interest Payment Period,all funds in th e Capitalized Interest Subaccount of the Escrow Account will be paidas directed by the Borrower, which has agreed with Lender purs uant to the loandocum ents executed in connection with the Construction Loan that all such fundsshall be paid to Lender in prepayment of the Construction Loan; and

[(iii) upon the earlier to occur of issuance of the Phase 111Certificate (asdefinedin the T.I.F. Redevelopment Agreement) or the end of the Interest Payment Period,all funds in the Capitalized Interest Subaccount will be paid as directed by theBorrower, which ha s agreed with Lender pursuant to the loan documents executedin connection with the Construction Loan that all such funds shall be paid toLender in prepayment of the Construction Loan; provided, that s uc h loan paymentshall not cause the principal amount of the Construction Loan to be reducedbelow the aggregate outstanding principal amount of the City Notes (as su ch termis defined in the T.I.F. Redevelopment Agreement).]; an d(iv) sub ject to the use s set forth in clauses (i), (ii)an d (iii) of th is section, anyremaining funds in the Capitalized Interest Subaccount of the Escrow Account willbe disbursed to the City; an d(v) amounts on deposit in the Remarketing Costs Subaccount of the EscrowAccount shall be applied to the payment of costs of placing any new, refinancingloan for the purpose of paying the Construction Loan or any loan or loans made

to refinance the Construction Loan at maturity, upon a certificate an d requestfrom Lender to the City and the Escrow Agent, setting forth the am ount of su chcosts. Any amounts on deposit in the Remarketing Costs Subaccount at such timeas all amou nts due an d payable to the Lender with respect to the ConstructionLoan or any loan or loans made to refinance the Construction Loan have been paidin full will be d isbursed to the City.

(b) Upon certification from Lender that there exists a n Event of Default withrespect to t he Construction Loan, the Escrow Agent shall immediately transfer allamounts on deposit in the Capitalized Interest Subaccount of the Escrow Accountto Lender for application to the payment of the Construction Loan.


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(c) The Escrow Agent is authorized and directed, without any furtherauthorization or direction from any of the other parties to this Agreement, todisburse immediately monies held in the Escrow Account for the purposes and usesdescribed in subsection (a)and (b) above.

Section 3.07 Term; Disposition Of Excess Monies In The Escrow Account.(a) his Agreement shal l become effective upon its execution and delivery and sha llterminate upon payment in full of the Construction Loan.(b) Upon the termination of this Agreement any monies retaining in the EscrowAccount, after all disbursements set forth in Section 3.06 above have been made,

shall be returned to the City.

Section 3.08 Control Of Escrow Account.By its execution of this Agreement, the Borrower and the City hereby authorizeand direct the Escrow Agent, and the Escrow Agent hereby agrees, tha t, subject inall respects to the terms and provisions of this Agreement, (i) he Escrow Agent willcomply with all instructions of Lender with respect to the Escrow Account withoutfur ther consent by the Borrower or the City, (ii) only Lender shall have the ability(without the consent or agreement of the Borrower or City) to withdraw, or direct thewithdrawals of, funds from the Escrow Account, (iii) neither the Borrower nor theCity shal l have any right to exercise any authority of any kind with respect to theEscrow Account and the funds deposited therein, and (iv)by their execution of thisAgreement, the Borrower an d the City hereby authorize and direct the Escrow Agentto forward funds from the Escrow Account as directed by Lender.

Article W.The Escrow Agent.

Section 4.01 Duties Of Escrow Agent.(a ) The Escrow Agent hereby accepts the duties and obligations hereby createdand agrees to perform a nd execute such duties and obligations upon the terms setforth in th is Agreement.


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have accepted such appointment a s hereinafter provided.(g) The Escrow Agent may be removed a t any time upon fifteen (15) days noticeby an instrument in writing, appointing a successor, filed with the Escrow Agent soremoved and executed by all parties hereto.(h) If the Escrow Agent shall resign, be removed or be dissolved, or if its propertyor affairs shal l be taken under the control of any state or federal court oradministrative body because of insolvency or bankruptcy , or for any other reason,

a vacancy sha ll forthwith and ipso facto exist in the office of Escrow Agent and asuccessor may be appointed by the City, with the consent of Lender and theBorrower. Within fifteen (1 ) days after any suc h appointment, the City shall causewritten notice of su ch appointment to be given to each of the other parties to thisAgreement.

(i) Every successor Escrow Agent hereunder appointed pursuant to the foregoingprovisions shall be a trust company, a bank and tru st company or a national bankwith tru st powers, having a combined capital and surplus of a t least Ten MillionDollars ($10,000,000) if there be su ch a trus t company, bank and trust companyor national bank willing and able to accept the trus t on reasonable and customaryterms.(j) ny successor Escrow Agent appointed hereunder shall execute, acknowledgeand deliver to each of the parties hereto a n instrument accepting such appointment

hereunder, and thereupon su ch successor Escrow Agent, without further act, deedor conveyance, shall become duly vested with all the estates, property, rights,powers, duties and obligations of its predecessor hereunder, with like effect as iforiginally named Escrow Agent herein. Upon request of su ch Escrow Agent, theEscrow Agent ceasing to act shall execute and deliver an instrument transferring tosu ch successor Escrow Agent all the estates, property, rights a nd powers hereunderof the Escrow Agent so ceasing to act, a nd the Escrow Agent so ceasing to act shallpay over to the successor Escrow Agent all monies and o ther assets a t the time heldby it hereunder.(k) Any corporation, association or other entity into which any Escrow Agenthereunder may be merged or with which it may be consolidated, or any corporation,

association or other enti ty resulting from any merger or consolidation to which anyEscrow Agent hereunder shall be a party, shall be the successor Escrow Agentunder th is Agreement without the execution or filing of any paper or any further acton the part of the parties hereto, anything herein to the contrary notwithstanding.


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5/11/2005

If To The Borrower:

If To The City:

If To The Escrow Agent:

REPORTS OF COMMITTEES 47617

[List all Wilson Yard Entities]1333 North Kingsbury, Suite 30 5Chicago, Illinois 60622Attention: General Partnerwith a copy to:Applegate & Thorne-Thomsen, P.C.322 Sou th Green Street, Suite 4 12Chicago, Illinois 60607Attention: Thomas Thorne-Thomsen,Esq.

City of ChicagoDepartment of Planningand Development12 1 North LaSalle Street, Room 1000Chicago, Illinois 60602Attention: Commissionerwith a copy to:City of ChicagoDepartment of LawFinance a nd Economic Development

Division12 1 North LaSalle Street , Room 600Chicago, Illinois 60602

[To come]Attention:

If To The Lender: [To come]

Section 5.06 Counterparts.This Agreement may be simultaneously executed in several counterparts, each ofwhich shall be an original, bu t all of which sha ll constitute but one and the sameinstrument .


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Section 5.07 Amendments.This Agreement may not be amended except by an inst rument in writing executedby each of the parties hereto.

In Witness Whereof, The par ties hereto have caused this Pledge Agreement to beduly executed, sealed an d delivered as of the day an d year first written above.

City of Chicago, acting by an dthrough its Department ofPlanning an d Development [Lender] a

By: By:Title: Its:

Wilson Yard Development I, L.L.C., anIllinois limited liability company

[Escrow Agent] ,a By:Title:

By: Wilson Yard Partners, LP.,an Illinois limited partnershipIts:By: Wilson Yard DevelopmentCorporation, an Illinoiscorporation, its General Partner

By:Title:


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R E P O R T S O F C O M M I TT E E S 476 19

Wilson Yard DevelopmentCorporation, an Illinois corporation

By:Title:

AUTHORIZATION F OR EXECUTION O F INDIVIDUAL PRO JEC TAG REE ME NTS WITH VARIOUS GOVERNMENTALAND PUBLIC AGENCIES FOR CERTAIN

INFRASTRUCTURE IMPROVEMENTSFOR YEAR 2005.

The Committee on Finance submitted the following report:

CHICAGO, May 11, 2005.

T o the P r e s i d e n t a n d M e m b e r s o f the City Council:Your Committee on Finance, having had under consideration an ordinanceauthorizing executing individual project agreements with state, county and localgovernments for the year 2005 Highway Program, having had the same underadvisement, begs leave to report and recommend tha t Your Honorable BodyP a s s theproposed ordinance transmitted herewith.This recommendation was concurred in by a viva voce vote of the members of the

Committee.

Respectfully submitted,(Signed) EDWARD M. BURKE,C h a i r m a n .


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On motion of Alderman Burke, t he said proposed ordinance transmitted with theforegoing committee report was Passed by yeas and nays a s follows:Yeas -- Aldermen Flores, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers,Stroger, Beale, Pope, Balcer, Olivo, Burke, T. Thomas, Coleman, L. Thomas, Murphy,Rugai, Troutman, Brookins, Muiioz, Zalewski, Chandler, Solis, Ocasio, E. Smith,

Carothers, Reboyras, Suarez, Matlak, Mell, Austin, Colbn, Mitts, Allen, Laurino,O'Connor, Doherty, Natarus, Daley, Tunney, Levar, Shiller, Schulter, M. Smith,Moore, Stone -- 47.Nays -- None.Alderman Beavers moved to reconsider the foregoing vote. The motion was lost.The following is sa id ord inance as passed:

WHEREAS, The City of Chicago (the "City"), act ing th rough the Department ofTransportation of the City ("C.D.O.T."), desires to implement a 2005 Road, Bridgean d Transit Program (the "Program") for the City; an d

WHEREAS, The purpose of the Program is to provide for various improvements(the "Projects") which promote trans it an d the safe and efficient movement ofvehicular an d pedestrian traffic; and

WHEREAS, The City wishes to avail itself of federal funds authorized by theTransportation Equity Act for the 2 lSt entury an d other federal legislation; andWHEREAS, From time to time the City may provide funding for the Projectsthrough the proceeds of its general obligation bonds or through o ther City sources;

andWHEREAS, From time to time the State of Illinois (the "State") may provide funds

from Sta te sources for the Projects; andWHEREAS, From time to time th e County of Cook ( the "County") may provide

funding for the Projects; an dWHEREAS, From time to time the City may receive fund s for the Projects from

other uni ts of local government ("Local Governments"); an dWHEREAS, From time to time th e City may receive fun ds for the Projects fromvarious public agencies ("Public Agencies"); and


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WHEREAS, From time to time the City may receive funds for the Projects fromvarious not-for-profit agencies ("Not-for-Profit Agencies"); and

WHEREAS, The activities funded with federal, State, City, County, LocalGovernment, Public Agency or Not-for-Profit Agency funds (the "Project Funds")included bu t are not limited to the acquisition of right-of-way, project managementservices, preliminary engineering, contract construction, force account constructionan d/or construction engineering/ supervision of highway, bridge and transit-relatedprojects; andWHEREAS, The State administers and distributes certain of the federal and Sta tefunds; andWHEREAS, The City finds it necessary from time to time to provide for theoperation, maintenance or ownership of certain Projects; andWHEREAS, To monitor effectively the expenditure of the Project Funds and to se tforth the obligations of federal agencies, the City, the State, the County, LocalGovernments, Public Agencies, or Not-for-Profit Agencies, the City may need to enterinto project funding agreements or amendments thereto, a s applicable ("IndividualProject Agreements"), with federal agencies, the State, the County, LocalGovernments, Public Agencies, or Not-for-Profit Agencies, as appropriate, for eachnew Project and may need to amend various Individual Project Agreements whichhave been executed prior to th is ordinance and which require additional funding;

now, therefore,Be It Ordained by the City Council of the City of Chicago:

SECTION 1. The preambles of this ordinance are hereby incorporated into thistext as if se t out herein in full.SECTION 2. The Mayor of the City an d the Commissioner of C.D.O.T. (the"Commissioner") or their designees a re each hereby authorized to execute, subjectto the review of the Corporation Counsel and subject to the approval of the BudgetDirector, Individual Project Agreements or amendments thereto with federalagencies, the State, the County, Local Governments, Public Agencies, or Not-for-

Profit Agencies with respect to the Projects listed in the attached (Sub)ExhibitsAand B, including Projects for which agreements have been executed prior to thisordinance and which require additional funding.SECTION 3. The City Council hereby appropriates an d authorizes for Projects theexpenditure of the Project Funds in such amounts as may actually be received bu tnot to exceed Two Hundred Twenty Million Dollars ($220,000,000).


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SECTION 4. The City Comptroller is hereby directed to disburse the ProjectFunds as required to carry out the Individual Project Agreements.

SECTION 5. The Commissioner is authorized to execute such additionaldocuments, information, assurances and certifications in connection with theIndividual Project Agreements as may be necessary or required by federal agencies,the State, the County, Local Governments, or Public Agencies, or Not-for-ProfitAgencies, including provisions for indemnification by the City and transfers ofhighway jurisdiction an d maintenance between the City an d other highwayauthorities. The Commissioner is further authorized to execute revisions relativeto budgetary items within Individual Project Agreements, upon approval of federalagencies, the State, the County, Local Governments, Public Agencies, or Not-for-Profit Agencies as long as su ch revisions are within the budgetary constraints asprovided therein or by the City Council.

SECTION 6. Subject to the review of the Corporation Counsel, the Commissioneris authorized to execute: (a) ass-through agreements with grantees for road, bridgeand transit-related projects, including, bu t not limited to, the Projects listed in theattached Exhibits A and B; (b)agreements for the reimbursement by the City of forceaccount work; (c) agreements relating to the operation and/or maintenance ofProjects and the ownership of certain Projects or portions of such Projects; and (d)pass-through agreements with grantees for design, safety or specification review forthe Projects listed in the attached Exhibits A and B. All of these agreements maycontain terms and conditions tha t the Commissioner deems appropriate, includingindemnification by the City.

SECTION 7. Subject to the approvals of the Corporation Counsel, the BudgetDirector and the Commissioner of the Department of Environment, theCommissioner is hereby authorized to execute on behalf of the City any lease,easement, land-use agreement, right of entry, or other document for the use and /oracceptance of title or interests in real esta te upon which any Project is situated orwhich is adjacent to or adjoining the site of any Project authorized herein, subjectto customary terms and conditions, including indemnification by the City, to theextent reasonably necessary or appropriate to implement or complete each suchproject.

SECTION 8. No later than the tenth (loth) ay after the completion of eachcalendar quarter , the Commissioner shall file with the Committee on Finance andthe Committee on the Budget and Government Operations, a compilation of allindividual Project Agreements entered into or amended by the City in the precedingquarter.SECTION 9. The City Clerk is hereby directed to transmit two (2)certified copiesof this ordinance to the Division of Highways, Department of Transportation of the


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Sta te, through t he District Engineer of District 1 of said Division of Highways.SECTION 10. To the extent th at any ordinance, resolution, rule, order or provision

of th e Municipal Code of Chicago, or part thereof, is i n conflict with the provisionsof this ordinance, the provisions of this ordinance shal l be controlling. If anysection, paragraph, clause or provision of this ordinance shall be held invalid, theinvalidity of such section, paragraph, c lause or provision shal l not affect any of theoth er provisions of this ordinance.

SECTION 11. This ordinance sha ll take effect upon its passage a nd approval.

Exhibits "A" and "B" referred to in this ordinance read as follows:

Exhibit "A".

2005 Highway Program Ordinance.

Street

1. 100thStreet2. 3SthStreet Bicycle an d

Pedestrian Bridge3. 4 1"'Street Bicycle an d

Pedestrian Bridge

4. 87thStreet

5. 9 5 ~treet

6. Bicycle Lanes

7. Bicycling AccessibilityImprovements

8. Broadway an d SheridanRoad

Limits

At the Calumet River

At Lakefront Bike Trail

At Lakefront Bike Trail

Western Avenue to DanRyan Expressway (1-94)Western Avenue to EwingAvenue (US 4 1)Citywide

Citywide

Devon Avenue toHollywood Avenue

Scope

Bridge Improvement -- Const ruc t ionBicycle Improveme nt - - Engineer ing(Phase I an d II)/ConstructionBicycle Improveme nt - - Engineer ing(Phase I an d II)/ConstructionTraffic Signal Interconnect -- Engineering(Phase I an d II)/ConstructionTraffic Signal Interconnect -- Engineering(Phase I and II)/ConstructionBicycle Improvement - - Engineer ing(Phase I an d II)/ConstructionBicycle Improvement - - ConstructionTraffic Signal Interconnect -- Engineering(Phase I and 11)


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Street Limits Scope

1 0 6 ~ ~t reet to 126 '~ St re e t Improvement - - Engi nee r i ng(Phase 11)9. Burley AvenueStreet

10. Chicago Avenue Grand Avenue to St re et Improv ement -- Const ruc t ionLaramie Avenue1 1. Chicago Tru ck Route

Advisory SystemCitywide St r e e t Improvement - - Engineer ing(Phase I and 11)

12. Cicero Avenue Peterson Avenue to T ra f f ic S i g n a l I n t e r c o n n e c t - -Lexington Avenue Engineering (Phase I and 11)(Eisenhower Expressway)

13. C.M.A.Q. Engineeringan d ConstructionCitywide TransitIEngineering an d Construction-- C.T.A. Pass thro ugh Agreement

14. Detour Event AdvisorySystem

Citywide System Implementation -- Engineering(Phase II)/Construction15. Division Street At the North Branch Br idge Improvement - - Engineer ing

Can al (Phase 11)At the North Branch Br idge Improvem ent -- Engineer ingChicago River (Phase 11)16. Division Street

Downtown Sig nag e imp rov eme nt - - Ins ta l la t ion7. Downtown PedestrianWay Signage18. Grand Avenue At Stat e Street Subway Transi t /Construct ion -- C.T.A. Pass --through Agreement19. Grand Avenue Central Avenue to Lamon Street Improvement -- Const ruc t ionAvenue20. Grand Avenue Lamon Avenue to Pulaski Street Improvement - - Const ruc t ionRoad2 1. Harrison Street At th e Chicago River Bridge Improvement -- Const ruc t ion22. ITS -- Chicago TrafficManagement Center Citywide S t r e e t I m p r ov e m e n t - - Engi nee r i ng(Phase II)/Construction

T r a v e l e r I n f o r m a t i o n S y s t e m - -Engineering (Phase II)/Construction23. ITS -- CiceroAirport Area H i ghw a y A dv i so ry R ad i o (HA R) - -Construction24. ITS -- Midway Airport