R-20-10 - Authorizing Execution of Repayment Agreement with PNC BankRESOLUTION k " d D /0
RESOLUTION AUTHORIZING EXECUTION OF A
REPAYMENT AGREEMENT
WITH PNC BANK, NATIONAL ASSOCIATION
IN CONNECTION WITH DOWNTOWN CANAL DISTRICT 1 REDEVELOPMENT
PLAN AND PROJECT
WHEREAS, the Village of Lemont desires to enter into an Agreement with PNC BANK,
NATIONAL ASSOCIATION for Repayment of Notes in connection with Downtown Canal District I
Redevelopment Plan and Project ; and
WHEREAS, the document attached hereto as Exhibit A outlines the terms and conditions of the
Repayment Agreement between the Village of Lemont and PNC Bank, National Association..
NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF
TRUSTEES as follows:
SECTION 1: That the Village President is hereby authorized to execute the Repayment Agreement
with PNC Bank, National Association attached hereto as Exhibit A.
SECTION 2: This Resolution shall be in full force and effect from and after its passage, approval
and publication in the manner provided by law.
SECTION 3: The Village Clerk of the Village of Lemont shall certify to the adoption of this
Resolution and cause the same to be published in pamphlet form
PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE
VILLAGE OF LEMONT, COUNTIES OF COOK, WILL, AND DU PAGE, ILLINOIS, on this 22nd
day of February , 2010.
Debby Blatzer
Paul Chialdikas
Clifford Miklos
Rick Sniegowski
Ronald Stapleton
Jeanette Virgilio
Attest:
AYES NAYS PASSED ABSENT
V
1
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v
CHARLENE SMOLLEN, Village Clerk
AVES, Village President
REPAYMENT AGREEMENT AND RELEASE
This REPAYMENT AGREEMENT AND RELEASE is made as of February ,
2010 (this "Agreement ") by and between the VILLAGE OF LEMONT ( "Village ") and
PNC BANK, NATIONAL ASSOCIATION (successor by merger and acquisition of
Mercantile -Safe Deposit and Trust Company, a Maryland corporation) as successor
Trustee of the AFL -CIO Building Investment Trust, a trust existing under the laws of
Maryland, and not in its corporate capacity ( "Trustee "), with reference to the following
facts:
A. The Village issued those certain notes described on Exhibit A (the "PNC
Notes ") in connection with the development of certain Development Property (as
defined in the Redevelopment Agreement) pursuant to that certain Redevelopment
Agreement by and between Marquette Property Investments, Inc. ( "MPI ") and the
Village, dated as of May 15, 2006 ( "Redevelopment Agreement ") and assigned by
MPI to MP Lemont, LLC.
B. The PNC Notes are secured, inter alia, by: (i) that certain Mortgage and
Security Agreement dated August 22, 2006 (Mortgage) made by MP Lemont, LLC in
favor of Trustee's predecessor -in- interest, Mercantile -Safe Deposit and Trust Company,
a Maryland corporation, as successor Trustee of the AFL -CIO Building Investment
, Trust; and (ii) that Collateral Assignment of Redevelopment Agreement dated August
22, 2006 by and between MP Lemont, LLC and Trustee's predecessor -in- interest,
Mercantile -Safe Deposit and Trust Company, a Maryland corporation, then successor
Trustee of the AFL -CIO Building Investment Trust.
C. Village has requested that Trustee accept a reduced payoff of, and
release the Village, from its obligations under and related to the PNC Notes, including
obligations arising out of and in connection with the Redevelopment Agreement.
D. Trustee has agreed to accept a reduced payoff and to release the Village,
subject to the terms and conditions set forth herein provided that the Village releases
Trustee from any and all obligations evidenced and secured by the PNC Notes and the
Redevelopment Agreement, including specifically, but without limitation, obligations
arising out of, in connection with or relating to (A) the Redevelopment Agreement; (B)
the Collateral Assignment of the Redevelopment Agreement; and (C) the project to
which the PNC Notes relate; and (D) the Parking Structure, as defined in the
Redevelopment Agreement.
NOW THEREFORE, to induce Trustee and Village to enter into this
Agreement and to confer substantial benefits upon the Village and the Trustee, and in
consideration of the foregoing Recitals, the mutual covenants and agreements
hereinafter set forth, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Village and Trustee hereby agree as
follows:
8839327.6
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1. Recitals and Exhibits. The Recitals set forth above and the Exhibits
attached hereto are true and correct and are incorporated into this Agreement by this
reference as if they were fully set forth herein. Capitalized terms not defined herein
shall have the same meaning set forth in the Redevelopment Agreement.
2. Reduced Payoff. Village shall pay to Trustee an amount equal to
$1,300,000.00 ( "Payoff Amount ") on or before 1:00 p.m. E.S.T. March 31, 2010 (the
"Final Payoff Date "). So long as the Payoff Amount shall be received by Trustee on or
before the Final Payoff Date, Trustee agrees to accept the Payoff Amount as full
payment and satisfaction of all amounts due and owing or to become due and owing
under the PNC Notes and to release the Village from all further payment obligations
under the PNC Notes.
3. Closing. Delivery of the Payoff Amount by the Village to the Trustee
contemplated herein shall be consummated at a closing ( "Closing ") to occur on or
before 1:00 p.m. E.S.T. of the Final Payoff Date, or as otherwise agreed to by the
parties (the "Closing Date "). Payment shall be made by means of a wire transfer
directed to the following account:
PNC Bank
ABA No. 043000096
Trust Division Cash Account No. 1005255672
Reference: AFL -CIO Building Investment Trust
Village of Lemont
NC #20 -46- 004 - 6811718
Attention: Real Estate Investment Mgmt — Barbara LaTortue
(410) 237 -5609
4. Contingencies.
(a) Approval of Corporate Authorities. Village shall have until 11:59
p.m. C.S.T. on March 15, 2010 (herein the "Village Approval Period ") in which to
obtain the necessary approval and authorization to consummate the transaction
contemplated by this Agreement by the corporate authorities of the Village. The Village,
or its attorney, shall give written notice to Trustee or its attorney that the foregoing
contingency has been satisfied or waived on or before the expiration of the Village
Approval Period. Should the Village fail to declare in writing (by fax or email, by the
Village or its attorney) that the foregoing contingency is satisfied (or that the foregoing
condition is waived) on or before the Village Approval Period, this Agreement and the
obligations of the parties hereunder shall cease and terminate.
(b) Issuance of Bonds. Village shall have until 5:00 p.m. C.S.T. March
30, 2010 (herein the "Bond Period ") in which to issue bonds or other obligations (the
"Bonds ") to a purchaser in an amount adequate to fund the Payoff Amount. The
Village, or its attorney, shall give written notice to Trustee or its attorney that the
8839327.6
2
foregoing contingency is satisfied or waived on or before the expiration of the Bond
Period. Should the Village fail to declare in writing (by fax or email, by the Village or its
attorney) that the foregoing contingency is satisfied (or that the foregoing condition is
waived) on or before the Bond Period, this Agreement and the obligations of the parties
hereunder shall cease and terminate.
(c) Trust Approval. Trustee shall have until 5:00 p.m. C.S.T February
26, 2010 (herein the "Trust Approval Period ") to obtain all the necessary approval and
authorization on behalf of the AFL -CIO Building Investment Trust. The Trustee, or its
attorney, shall give written notice to the Village or its attorney that the foregoing
contingency is satisfied or waived on or before the Trust Approval Period. Should the
Trustee fail to declare in writing (by fax or email, by the Trustee or its attorney) that the
foregoing contingency is satisfied (or that the foregoing condition is waived) on or before
the expiration of the Trust Approval Period, this Agreement and the obligations of the
parties hereunder shall cease and terminate.
5. Bonds. The Trustee shall not participate in or be responsible for any
statements, representations or warranties made in connection with the issuance of the
Bonds. The Village represents that there is a reasonable expectation that the Bonds will
be purchased and result in net bond proceeds of not less than the amount which is
required for the write -down and repayment of the PNC Notes and the obligations related
thereto as provided herein.
6. Effectiveness of Agreement. Village hereby acknowledges,
covenants and agrees that the effectiveness of this Agreement (including, without
limitation, Trustee's agreements regarding write -down and reduction of a part of the
referenced debt and other amounts payable under the PNC Notes, other than the Payoff
Amount) is expressly subject to and contingent upon the following: (i) Trustee receiving
the Payoff Amount on or prior to the Final Payoff Date; and (ii) full satisfaction of the
terms and conditions of this Agreement.
7. Release by Trustee. Subject to and conditioned upon timely indefeasible
payment in full to the Trustee of the Payoff Amount, Trustee (i) remises, releases,
acquits, satisfies and forever discharges Village, from any and all manner of debts,
accountings, bonds, warranties, representations, covenants, promises, contracts,
controversies, agreements, liabilities, obligations, expenses, damages, judgments,
executions, actions, claims, demands and causes of action of any nature whatsoever,
whether at law or in equity, either now accrued or hereafter maturing and whether
known or unknown, which Trustee now has or hereafter can, shall or may have by
reason of any matter, cause or thing, from the beginning of the world to and including
the Closing with respect to or arising out of or in connection with the PNC Notes and the
Redevelopment Agreement, including specifically, but without limitation, matters arising
out of, in connection with or relating to (A) the Redevelopment Agreement (including
without limitation all rights and interests in the incremental Taxes, as defined in the
Redevelopment Agreement); (B) Collateral Assignment of the Redevelopment
8839327.6
3
Agreement; (C) the project to which the PNC Notes relate; and (D) the Parking Structure
as defined in the Redevelopment Agreement; and (ii) covenants and agrees never to
institute or cause to be instituted or continue prosecution of any suit or other form of
action or proceeding of any kind or nature whatsoever against Village or its successors
and assigns by reason of or in connection with any of the foregoing matters, claims or
causes of action. Upon timely indefeasible payment in full of the Payoff Amount,
Trustee shall: (i) immediately upon receipt of the Payoff Amount, execute and deliver to
Village a release in recordable form, attached hereto as Exhibit B, quitclaiming and
releasing all of Trustee's right, title and interest in and to the property created by and
under the Mortgage and its security interest in the Redevelopment Agreement (to the
extent that it secures the repayment of the PNC Notes) and the Incremental Taxes, as
defined in the Redevelopment Agreement; (ii) upon recording of such release, the
Trustee shall be authorized to file an amendment of Uniform Commercial Code
financing statement in the form attached hereto as Exhibit C releasing any security
interest for the repayment of the PNC Notes; and (iii) within ten (10) business days after
receipt of the Payoff Amount, Trustee shall deliver to Village canceled copies of the PNC
Notes.
8. Release by Village. Village (i) remises, releases, acquits, satisfies and
forever discharges Trustee, its agents and their successors and assigns, from any and
all manner of debts, accountings, bonds, warranties, representations, covenants,
promises, contracts, controversies, agreements, liabilities, obligations, expenses,
damages, judgments, executions, actions, claims, demands and causes of action of any
nature whatsoever, whether at law or in equity, either now accrued or hereafter maturing
and whether known or unknown, which Village now has or hereafter can, shall or may
have by reason of any matter, cause or thing, from the beginning of the world to and
including the Closing with respect to or arising out of or in connection with the PNC
Notes and the Redevelopment Agreement, including specifically, but without limitation,
matters arising out of, in connection with or relating to (A) the Redevelopment
Agreement; (B) Collateral Assignment of the Redevelopment Agreement; (C) the project
to which the PNC Notes relate; and (D) the Parking Structure as defined in the
Redevelopment Agreement; and (ii) covenants and agrees never to institute or cause to
be instituted or continue prosecution of any suit or other form of action or proceeding of
any kind or nature whatsoever against Trustee or its successor and assigns by reason
of or in connection with any of the foregoing matters, claims or causes of action.
9. Reinstatement of Debt and Payment Obligations. If (a) any part of the
transactions contemplated by this Agreement or the PNC Notes is voided by a judgment
or order entered by a court or otherwise rendered void, or (b) any sum applied to reduce
the outstanding indebtedness is recovered by any person or entity (including, without
limitation, a trustee in bankruptcy for Village) from Trustee, then Village's obligations
under the PNC Notes, shall continue or be reinstated (as applicable) as if any sums
recovered from Trustee had never been received by Trustee.
8839327.6
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10. Applicability to PNC Notes.Village hereby acknowledges and agrees that
the modifications, forgiveness and reduction of the principal balance of and interest (and
late fees and penalties and other amounts) under the PNC Notes, the Redevelopment
Agreement and the obligations related thereto contemplated by this Agreement apply
only to the PNC Notes, the Redevelopment Agreement and the obligations related
thereto, and do not apply to any other loans or agreements between Trustee and
Village, or any of their respective affiliates.
11. Time of the Essence. Time shall be of the essence in the performance of
the obligations of the parties.
12. Fees and Costs. Each party shall bear its own fees and costs in
connection with the transaction contemplated hereby whether or not such transaction
closes.
13. Brokers. No party to the transaction contemplated hereby has dealt with a
broker, finder or intermediary in connection herewith and the each party shall indemnify,
defend and hold harmless the other from against any and all claims for fees,
commissions or other compensation claimed to be due to any broker, finder or
intermediary retained or claimed to be retained by such party.
14. Confidentiality. Subject to the qualification that the Village or Trustee each
is subject to, as applicable, the Freedom of Information Act and other governmental
requirements, with respect to which this Paragraph 20 cannot be a limitation, the terms
and provisions of this Agreement and all correspondence and communications between
parties relating hereto are to be confidential and shall not be disclosed to any person or
entity by any party or their affiliates, partners, attorneys, employees and agents, except
to the extent required to obtain the approvals of the corporate authorities of the Village
and to effect the transaction contemplated hereby. No party shall issue any press
release or other publicity regarding the transaction contemplated by this Agreement
without the prior written approval of the other party.
15. Inducement. Each of the acknowledgments, representations, covenants
and agreements by Village and Trustee contained in this Agreement is a material part of
the consideration received by the other and is a material inducement to each for the
execution and delivery by the other of this Agreement and all related documents.
16. Notices. All notices and other communications under this Agreement are
to be in writing and addressed to each party as set forth below. Default or demand
notices shall be deemed to have been duly given upon the earlier of: (a) actual receipt;
(b) one (1) Business Day after having been timely deposited for overnight delivery, fee
prepaid, with a reputable overnight courier service, having a reliable tracking system; or
(c) three (3) Business Days after having been deposited in any post office or mail
depository regularly maintained by the U.S. Postal Service and sent by certified mail,
postage prepaid, return receipt requested, and in the case of clause (b) and (c)
irrespective of whether delivery is accepted. Notice to outside counsel or parties other
8839327.6
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than the named Village or Trustee, now or hereafter designated by a party as entitled to
notice, are for convenience only and are not required for notice to a party to be effective
in accordance with this section. Notice addresses are as follows:
Address for Trustee:
Address for Counsel
for Trustee:
Address for Village:
Address for Counsel
for Village:
PNC Bank, National Association, as successor Trustee of
the AFL -CIO Building Investment Trust
c/o PNC
1601 K Street, NW — Suite 1100
Washington, DC 20006
Attn: Blair Miicke
Fax: (202) 496 -4759
Email: blair.miicke @pnc.com
Arnstein & Lehr LLP
120 South Riverside Plaza, suite 1200
Chicago, Illinois 60606
Attn.: Raymond J. Werner
Fax: (312) 876 -0288
Email: rjwerner @arnstein.com
Village of Lemont
418 Main Street
Lemont, IL 60439
Attn: Ben Wehmeier
Fax: (630) 257 -1598
Email: bwehmeier@lemont.il.us
cc: Dan Blondin (email: dblondin @rzllc.com)
Evans, Froehlich, Beth & Chamley
44 Main Street, Third Floor
Champaign, Illinois 61820
Attn: Kurt P. Froehlich
Fax (217) 359 -6468
kfroehlichRefbclaw.com
17. Construction.The language in all parts of this Agreement in all cases shall
be construed simply according to its fair meaning and not strictly for or against any
party. All words used herein in the singular number shall extend to and include the
plural number. All words used herein in the plural number shall extend to and include
the singular number. All words used in any gender, male, female or neuter shall extend
to and include all genders as may be applicable in any particular context. Captions and
headings contained in this Agreement are inserted only as a matter of convenience and
in no way define, limit, extend or describe the scope of this Agreement or the intent of
8839327.6
6
any provision of this Agreement. This Agreement has been negotiated at arms' length
between persons knowledgeable in the matters dealt with herein. Accordingly, among
other things, any rule of law or any other statute, legal decision or common law principle
that would require interpretation of any ambiguities in this Agreement against the party
that has drafted this Agreement are of no application, and are hereby expressly waived
by all parties hereto.
18. Governing Laws. This Agreement, and the obligations of the parties
hereunder, shall be interpreted, construed, and enforced in accordance with the laws of
the State of Illinois.
19. Integration. This Agreement embodies the entire agreement and
understanding among the parties hereto relating to the subject matter hereof and
supersedes all prior agreements, understandings, representations and discussions
relating thereto. Neither this Agreement, nor any of its provisions may be changed,
amended, waived or otherwise modified except by an agreement in writing duly
executed by, or on behalf of, the party against whom enforcement of any change,
amendment, waiver, modification, consent or discharge is sought. The parties fully
understand and acknowledge the import of the foregoing provision, and are aware that
the law may permit subsequent oral modification of a contract, notwithstanding any
contractual language which requires that any such modification be in writing, but the
parties hereby fully and expressly intend that the foregoing requirements as to a writing
shall be strictly adhered to and strictly interpreted and enforced by any court which may
be asked to decide the question.
20. Effect of Other Agreements. Except as expressly set forth herein, all
terms and provisions of any and all other written agreements entered into by and among
some or all of the parties hereto, or their predecessors in interest, are hereby ratified
and confirmed, and shall remain in full force and effect, unmodified in any manner
whatsoever. In the event that this Agreement shall be deemed null and void for any
reason, the provisions of any and all agreements entered into by and among some or all
of the parties hereto, or their predecessors in interest, shall continue to control the
relationship of the parties.
21. Binding Effect. Except as herein otherwise provided to the contrary,
this Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective heirs, executors, administrators, successors and legal representatives.
22. Counterparts. This Agreement may be executed in counterparts, and
the signature pages and acknowledgements thereof may be separated from the body
thereof and be assembled into one document by the Trustee, and when so assembled
and taken together, all so executed shall constitute one agreement, binding on all of the
parties, notwithstanding such assembly of this Agreement or that all of the parties are
not signatories to the original or the same counterpart signature page.
8839327.6
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23. Further Assurances. The parties will execute and deliver such further
instruments and do such further acts and things as may be required to carry out the
intent and purposes of this Agreement.
[The balance of this page is intentionally left blank. The executions are on the
following page.]
8839327.6
8
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the date first written above.
VILLAGE:
VILLAGE OF LEMONT
P int Na -
Title: `'.r
Trustee:
PNC BANK, NATIONAL ASSOCIATION (successor by merger and acquisition of
Mercantile -Safe Deposit and Trust Company, a Maryland corporation) as successor
Trustee of the AFL -CIO Building Investment Trust, a trust existing under the laws of
Maryland, and not in its corporate capacity
By:
Print Name:
Title:
8839327.6
9
EXHIBIT A
PNC NOTES
Registered No. 1 (Installment) Taxable Tax Increment Redevelopment Revenue Note
[Downtown Canal District 1 Redevelopment Project Area /Phase 1] Series 2006 in the
maximum aggregate principal amount of $2,982,170 made by Village of Lemont with the
initial registered owner being MP Lemont, LLC., an Illinois limited liability company
dated August 22, 2006 and assigned and endorsed to Mercantile -Safe Deposit And
Trust Company, a Maryland corporation in its capacity as Trustee of the AFL -CIO
Building Investment Trust, a trust existing under the laws of Maryland ( "Registered
Note 1 ").
Registered No. 2 (Installment) Taxable Tax Increment Redevelopment Revenue Note
[Downtown Canal District 1 Redevelopment Project Area /Phase 1] Series 2006 in the
maximum aggregate principal amount of $950,000 made by the Village of Lemont with
the initial registered owner being MP Lemont, LLC., an Illinois limited liability company
dated August 22, 2006 and assigned and endorsed to Mercantile -Safe Deposit And
Trust Company, a Maryland corporation in its capacity as Trustee of the AFL -CIO
Building Investment Trust, a trust existing under the laws of Maryland ( "Registered
Note 2 ").
Registered Note 1 and Registered Note 2 are hereinafter collectively referred to as the
"PNC Notes."
8839327.6
10
RELEASE DEED
(ILLINOIS)
FOR THE PROTECTION OF
THE OWNER, THIS RELEASE
SHALL BE FILED WITH THE
RECORDER OF DEEDS OR
THE REGISTRAR OF TITLES
IN WHOSE OFFICE THE
MORTGAGE OR DEED WAS
FILED.
EXHIBIT B
RECORDER'S STAMP
KNOW ALL MEN BY THESE PRESENTS that PNC BANK, NATIONAL ASSOCIATION
(successor by merger and acquisition of Mercantile -Safe Deposit and Trust Company, a
Maryland corporation) as successor Trustee of the AFL -CIO Building Investment Trust,
a trust existing under the laws of Maryland, and not in its corporate capacity, whose
address is 1601 K Street, NW — Suite 1100, Washington, DC 20006, in consideration of
Ten and 00/100 DOLLARS ($10.00), and for other good and valuable considerations in
hand paid, does hereby remise, convey, release, quit -claim and terminate to and for the
benefit of VILLAGE OF LEMONT, all the right, title, interest, claim or demand
whatsoever it may have acquired in, through or by the following:
1. Mortgage and Security Agreement dated as of August 22, 2006 and
recorded with the Cook County Recorder of Deeds of Cook County, Illinois on
August 29, 2006 as Document No. 0624133041; and
2. Collateral Assignment of Redevelopment Agreement dated as of
August 22, 2006 between MP Lemont, LLC, an Illinois limited liability company to
and for the benefit of Mercantile -Safe Deposit and Trust Company, a Maryland
corporation in its capacity as trustee of the AFL -CIO Building Investment Trust,
and not in its corporate
to the property described on Exhibit 1 attached hereto and made a part hereof,
together with all the appurtenances and privileges thereunto belonging and
appertaining.
8839327.6
11
IN WITNESS WHEREOF, the Grantor has /have caused its seal to be official and these
presents to be signed as of , 2010.
PNC Bank, National Association (successor by merger and acquisition of Mercantile -
Safe Deposit and Trust Company, a Maryland corporation) as successor Trustee of the
AFL -CIO Building Investment Trust, a trust existing under the laws of Maryland, and not
in its corporate capacity
By:
Print Name:
Title:
STATE OF
COUNTY OF
) SS.
I, the undersigned, a Notary Public in and for said county, in the State aforesaid,
DO HEREBY CERTIFY that , the
of PNC Bank, National Association (successor by merger and acquisition of Mercantile -
Safe Deposit and Trust Company, a Maryland corporation) as successor Trustee of the
AFL -CIO Building Investment Trust, a trust existing under the laws of Maryland, and not
in its corporate capacity, personally known to me to be the person whose name is
subscribed to the foregoing instrument, appeared before me this day in person, and
acknowledged that he /she signed, sealed and delivered said instrument as their free
and voluntary act, for the uses and purposes therein set forth.
Given under my hand and official seal, this day of , 2010.
Notary Public
My Commission Expires:
NAME AND ADDRESS OF PREPARER
AND UPON RECORDING, MAIL TO:
Raymond J. Werner, Esq.
ARNSTEIN & LEHR LLP
120 South Riverside Plaza, Suite 1200
Chicago, IL 60606
8839327.6
12
EXHIBIT 1 TO RELEASE DEED
Legal Description
CHICAGO TITLE INSURANCE COMPANY
ORDER NUMBER: 1410 008353624 UL
STREET ADDRESS: 240 RIVER STREET
CITY: LEMONT COUNTY: COOK 1��;�o_
TAX NUMBER: 22 -20- 300 -010 -0000) a] b-36:3- 7 6'
LEGAL DESCRIPTION:
THAT PART OF THE EAST 1/2 OF THE SOUTHWEST 1/4 AND THE WEST 1/2 OF THE SOUTHEAST
1/4 OF SECTION 20, TOWNSHIP 37 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL
MERIDIAN, IN COOK COUNTY, ILLINOIS, BOUNDED AND DESCRIBED AS FOLLOWS:
BEGINNING AT THE INTERSECTION OF THE SOUTH LINE OF LOT 9 IN COUNTY CLERK'S
DIVISION OF UNSUBDIVIDED LANDS IN SAID SECTION 20 WITH THE EAST LINE OF THE WEST
400.5 FEET OF LOT 9 LYING EAST OF THE EAST LINE OF STATE STREET PRODUCED
NORTHERLY ACROSS SAID LOT 9, IN SAID COUNTY CLERK'S DIVISION (AS. MEASURED ALONG
THE SOUTH LINE OF LOT 9); THENCE ON AN ASSUMED BEARING OF NORTH 00 DEGREES 34
MINUTES 56 SECONDS EAST ALONG THE EAST LINE OP THE WEST 400.5 FEET OF LOT 9 IN
SAID COUNTY CLERK'S DIVISION, 140.00 FEET; THENCE NORTH 63 DEGREES 01 MINUTES 14
SECONDS EAST, 17.83 FEET; THENCE SOUTH 01 DEGREES 16 MINUTES 48 SECONDS WEST,
116.76 FEET; THENCE SOUTH 88 DEGREES 43 MINUTES 12 SECONDS EAST, 38.42 FEET;
THENCE SOUTH 01 DEGREES 16 MINUTES 48 SECONDS WEST, 12.92 FEET; THENCE SOUTH 88
DEGREES 43 MINUTES 12 SECONDS EAST, 19.24 FEET; THENCE SOUTH 01 DEGREES 16
MINUTES 48 SECONDS WEST, 18.75 FEET TO THE SOUTH LINE OF SAID LOT 9; THENCE
NORTH 88 DEGREES 43 MINUTES 12 SECONDS WEST ALONG THE SOUTH LINE OF SAID LOT 9
FOR A DISTANCE OF 71.66 FEET TO THE POINT OF BEGINNING.
ALSO
COMMENCING AT THE INTERSECTION OF THE SOUTH LINE OF LOT 9 IN COUNTY CLERK'S
DIVISION OF UNSUBDIVIDED LANDS IN SAID SECTION 20 WITH THE EAST LINE OF THE WEST
400.5 FEET OF LOT 9 IN SAID COUNTY CLERK'S DIVISION (AS MEASURED ALONG THE SOUTH
LINE OF LOT 9); THENCE ON AN ASSUMED BEARING OF NORTH 00 DEGREES 34 MINUTES 56
SECONDS EAST ALONG THE EAST LINE OF THE WEST 400.5 FEET OF LOT 9 IN SAID COUNTY
CLERK'S DIVISION, 140.00 FEET; THENCE NORTH 63 DEGREES 01 MINUTES 14 SECONDS
EAST, 71.19 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING NORTH 63 DEGREES
01 MINUTES 14 SECONDS EAST, 2.32 FEET, THENCE NORTH 79 DEGREES 05 MINUTES 50
SECONDS EAST ALONG THE SOUTH LINE OF RIVER STREET AS DEDICATED BY DOCUMENT NO.
22695261 FOR A DISTANCE OF 76.77 FEET; THENCE SOUTH 01 DEGREES 16 MINUTES 48
SECONDS WEST, 22.41 FEET; THENCE SOUTH 88 DEGREES 43 MINUTES 12 SECONDS EAST,
77.75 FEET; THENCE SOUTH 01 DEGREES 16 MINUTES 48 SECONDS WEST, 7.00 FEET;
THENCE SOUTH 08 DEGREES 43 MINUTES 12 SECONDS EAST, 17.33 FEET; THENCE NORTH 01
DEGREES 16 MINUTES 48 SECONDS EAST, 7.00 FEET; THENCE SOUTH 88 DEGREES 43
MINUTES 12 SECONDS EAST 52.00 FEET; THENCE NORTH 01 DEGREES 16 MINUTES 48
SECONDS EAST, 41.41 FEET TO THE SOUTH LINE OF SAID RIVER STREET; THENCE SOUTH 88
DEGREES 43 MINUTES 36 SECONDS EAST ALONG THE SOUTH LINE OF SAID RIVER STREET,
9.17 FEET; THENCE SOUTH 01 DEGREES 16 MINUTES 48 SECONDS WEST, 68.24 FEET;
LGr,AI.p
8839327.6
(CONTINUED)
HS 08/22/06
13
CHICAGO TITLE INSURANCE COMPANY
ORDER NUMBER: 1410 008353624 UL
STREET ADDRESS: 240 RIVER STREET
CITY: LEMONT COUNTY: COOK
TAX NUMBER: 2 an..-3 0 -a-m=1mm
LEGAL DESCRIPTION:
THENCE NORTH 88 DEGREES 43 MINUTES 12 SECONDS WEST, 10.67 FEET; THENCE SOUTH 01
DEGREES 16 MINUTES 48 SECONDS WEST, 17.33 FEET; THENCE SOUTH 88 DEGREES 43
MINUTES 12 SECONDS EAST, 10.67 FEET; THENCE SOUTH 01 DEGREES 16 MINUTES 48
SECONDS WEST, 76.00 FEET; THENCE SOUTH 88 DEGREES 43 MINUTES 12 SECONDS EAST,
42.00 FEET; THENCE NORTH 01 DEGREES 16 MINUTES 48 SECONDS EAST, 161.58 FEET TO
THE SOUTH LINE OF RIVER STREET; THENCE SOUTH 88 DEGREES 43 MINUTES 36 SECONDS
EAST ALONG THE SOUTH LINE OF SAID RIVER STREET, 14.13 FEET TO THE WEST LINE OF
THE EAST 180 FEET OF BLOCK 5 IN SINGER AND TALCOTT STONE COMPANY'S SUBDIVISION,
THENCE SOUTH 01 DEGREES 18 MINUTES 56 SECONDS WEST ALONG THE AFORESAID LINE,
210.00 FEET TO THE SOUTH LINE OF LOT 10 IN COUNTY CLERK'S DIVISION; THENCE NORTH
88 DEGREES 43 MINUTES 12 SECONDS WEST ALONG SAID SOUTH LINE OF LOT 10, 14.00
FEET; THENCE NORTH 01 DEGREES 16 MINUTES 48 SECONDS EAST 41.33 FEET; THENCE
NORTH 88 DEGREES 43 MINUTES 12 SECONDS WEST, 131.42 FEET; THENCE NORTH 01
DEGREES 16 MINUTES 48 SECONDS EAST, 7.00 FEET; THENCE NORTH 88 DEGREES 43
MINUTES 12 SECONDS WEST, 18.83 FEET; THENCE SOUTH 01 DEGREES 16 MINUTES 48
SECONDS WEST, 7.00 FEET; THENCE NORTH 88 DEGREES 43 MINUTES 12 SECONDS WEST,
130.08 FEET; THENCE NORTH 01 DEGREES 16 MINUTES 48 SECONDS EAST 50.42 FEET;
THENCE SOUTH 88 DEGREES 43 MINUTES 12 SECONDS EAST, 10.67 FEET; THENCE NORTH 01
DEGREES 16 MINUTES 48 SECONDS EAST, 17.33 FEET; THENCE NORTH 88 DEGREES 43
MINUTES 12 SECONDS WEST, 10.67 FEET; THENCE NORTH 01 DEGREES 16 MINUTES 48
SECONDS EAST, 30.00 FEET; THENCE SOUTH 88 DEGREES 43 MINUTES 12 SECONDS EAST,
5.00 FEET; THENCE NORTH 01 DEGREES 16 MINUTES 48 SECONDS EAST 34.61 FEET TO THE
POINT OP BEGINNING, ALL IN COOK COUNTY, ILLINOIS.
LI4iA L.D
8839327.6
14
EXHIBIT C
UCC FINANCING STATEMENT AMENDMENT
FOLLOW INSTRUCTIONS (front Rntt 9309 CAREFULLY
A. NAMEXPHONE OF CONTACT AF FILER1op5dns1,1
B. SENDACKNOWLED0M.NTTO: (Wind grid Aitttrens)
I RAYMOND J. WERNER
STEPHANIE J. KIM
C/O ARNSTEIN & LEHR LLP
120 S. RIVERSIDE PLAZA, SUITE 1200
CHICAGO, IL 60606
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
te. NITiAL FINANCING STATFMF„I(T FILED 31:15 091100 INO STATEMENT AMENDMENT is
10169534 }y toha field Irot tenbidIforrMargnr# in Ina
i f REAL E TALE RECORDS.
2. f l TERMINATION; I:Aaobrmo3n c{tlro i in :ing Rvt.nem 01000 iO lOtrtihnterd with rct hra'1 to notueily int st() of rho Scouted Party ooti o01/og Ii Tortrineftlisantoinent.
rue
3. CONTINUATION: Ettoctiyentos of the Financing +taMmont aten5iod above with reseed 10 o0ooriy !thumbs) of th0 0004 reo Party an4herizing this Continuation Statement is
oo1inbodfoi the ad.i /lio al paring oraa< -T1 by antAi :AAA, Itay.
ASSIGNMENT (tun at900(9I/ GRro borne 0' 050900oln Mgt 700179and050, 001M00010u, Initem7c, end eta gists, 0nmaatasafenor initM!9,
5. A M ENDNENT(PARTYINFORM4TIO(I. That,' AMe dMeritaffeas Li Dabtd Of u&s:brdd Pmt, otraearo. Ghock only §nt almost, nvo9000.
#.4,414:,k 0((9 of the 10Il9Aing three tram mg 1## #.10 appropri0lo lnhelr,/Alre, i, game g,aydkt 7
r�ryry CHANGEnamdnArikrthknnanZPI OR.Anilan:etlntilotni inntrona !"'S DELFT name' Gice rdcord i,000tr....... k"`IA,OOnarniK Curs :pfeMrtsr•'+7ogr796ndNtldatr. �:;
LJ. in, saardatoahanninmenareladerasedioarty _ ... toba 3aletea in item Se et 8b. El tisocamkretCs =sie-'ciaecob.°aMet.
B. CURREN /1000110 /NI .)FYF0ATION
Oa. ORGANISATION'S ftAMF
611. ItIDtY1DEJA1.`;3 LAS: NAME:
FIRST NAFAE
MIME NAME.
3011FIX
7. CHANGED (NEW) OR ADDED INFORMATION:
OR
7a. ORGANIZATION'S NAME
7b INDIVIDUAL'S LAST NAME
FIRST NAME
MIDDLE NAME
SUFFIX
7c.
MAILING ADDRESS
SFFINSTRr.TIONa
CITY
STATE
POSTAL CODE
COUNTRY
7d.
ADM_ INFO RE 17e. TYPE OF ORGANIZATION
ORGANIZATION
DEBTOR
71. JURISDICTION OF ORGANIZATION
7g. ORGANIZATIONAL ID ir, tf any
NONE
. AMENDMENT (COLLATERAL. CHANGE): check only 9ng box.
Describe collateral RING ad or ❑ added, or give entire ❑restated collateral description, or describe collateral ['assigned.
ANY RIGHTS, PRIVILEGES, POWERS AND INTEREST IN, TO AND UNDER THE REDEVELOPMENT AGREEMENT DATED AS
OF MAY 15, 2006 ("REDEVELOPMENT AGREEMENT') BY AND BETWEEN VILLAGE OF LEMONT, ILLINOIS AND MARQUETTE
PROPERTY INVESTMENTS, INC., AN ILLINOIS CORPORATION ( "MPI'), AS ASSIGNED BY MPI TO MP LEMONT, LLC, TO THE
EXTENT THAT SUCH RIGHTS, PRIVILEGES, POWERS AND INTEREST ARISE UNDER THE REDEVELOPMENT AGREEMENT
AND SECURE REPAYMENT OF THOSE CERTAIN NOTES DESCRIBED ON EXHIBIT 1 ATTACHED HERETO AND ANY RIGHTS
TO OR INTERESTS OF ANY KIND IN INCREMENTAL TAXES, AS DEFINED IN THE REDEVELOPMENT AGREEMENT.
9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (name of assignor, 9this is an Assignment). If this is en Amendment authorized by a Debtor wNch
adds cdtaterai or adds the authorizing Debtor, of if this is a Termination authorized by a Debtor, chock here f and enter name of DEBTOR au ha¢ing this Amendment
9a. ORGANIZATION'S NAME I 1
OR SAS EQUITY REIT
9b. INDIVIDUAL'S LAST NAME
FIRST NAME
MIDDLE NAME
SUFFIX
1 0.OPTIONALFILER REFERENCE DATA
FILING OFFICE COPY — UCC FINANCING STATEMENT AMENDMENT (FORM UCC3) (REV. 05 /22/02)
8839327.6
15
EXHIBIT 1 TO THE UCC FINANCING STATEMENT AMENDMENT
NOTES
Registered No. 1 (Installment) Taxable Tax Increment Redevelopment Revenue Note
[Downtown Canal District 1 Redevelopment Project Area /Phase 1] Series 2006 in the
maximum aggregate principal amount of $2,982,170 made by Village of Lemont with the
initial registered owner being MP Lemont, LLC., an Illinois limited liability company
dated August 22, 2006 and assigned and endorsed to Mercantile -Safe Deposit And
Trust Company, a Maryland corporation in its capacity as Trustee of the AFL -CIO
Building Investment Trust, a trust existing under the laws of Maryland ( "Registered
Note 1 ").
Registered No. 2 (Installment) Taxable Tax Increment Redevelopment Revenue Note
[Downtown Canal District 1 Redevelopment Project Area /Phase 1] Series 2006 in the
maximum aggregate principal amount of $950,000 made by the Village of Lemont with
the initial registered owner being MP Lemont, LLC., an Illinois limited liability company
dated August 22, 2006 and assigned and endorsed to Mercantile -Safe Deposit And
Trust Company, a Maryland corporation in its capacity as Trustee of the AFL -CIO
Building Investment Trust, a trust existing under the laws of Maryland ( "Registered
Note 2 ").
Registered Note 1 and Registered Note 2 are hereinafter collectively referred to as the
"PNC Notes."
Registered No. R -1 (Installment) Subordinate Taxable Tax Increment Redevelopment
Revenue Note [Downtown Canal District 1 Redevelopment Project Area /Phase 1]
Series 2006A in the maximum aggregate principal amount of $809,000 made by the
Village of Lemont with the initial registered owner being MP Lemont, LLC., an Illinois
limited liability company dated August 22, 2006.
8839327.6
16