February 21, 2002 ORDINANCES

AN ORDINANCE GRANTING A SPECIAL USE

FOR UNIQUE USE

LOCATED IN NORTHFIELD TOWNSHIP

AS AUTHORIZED BY THE COOK COUNTY ZONING ORDINANCE

WHEREAS, the owner of certain property located in Northfield Township described in Section 1, herein, has petitioned the Cook County Board of Commissioners for a Special Use for Unique Use permit in the R-4 Single Family Residence District for the operation of a landscape business and office, and

WHEREAS, the said petition was received by the Zoning Board of Appeals of Cook County as Docket #7203 and a public hearing was held in regard to said request after due notice, all in accordance with the Cook County Zoning Ordinance and the Statutes of the State of Illinois, and

WHEREAS, the Zoning Board of Appeals entered detailed findings in accordance with the standards set forth in the Ordinance recommending that the Cook County Board of Commissioners grant said applications for a Special Use for Unique Use permit, and

WHEREAS, it is the determination that said request be granted in accordance with the recommendations of the Zoning Board of Appeals.

NOW, THEREFORE, BE IT ORDAINED by the Board of Commissioners of Cook County, Illinois:

Section 1: That a Special Use for Unique Use for the operation of a landscape business and office is hereby authorized as set forth in the Findings and Recommendations of the Zoning Board of Appeals.

LEGAL DESCRIPTION

Legal Description of Entire Property: The N. 264.0 ft. of the S. 528.0 ft. of the W. 330.0 ft. of the SE 1/4 of Section 20, being a part of Lot 3 of the Superior Court Partition of the S. 3/4's of the SE 1/4 and the S. 1261.0 ft. of the E. 351.50 ft. of the SW 1/4 of Section 20, Township 42 North, Range 12, East of the Third Principal Meridian (excepting the N. 30 ft. for use as a public road), all in Cook County, Illinois

Lease Site Legal Description: The S. 55 ft. of the E. 70 ft. of the N. 264 ft. of the S. 528 ft. of the W. 330 ft. of the SE 1/4 of Section 20, being a part of Lot 3 of Superior Court Partition of the S. 3/4's of the SE 1/4 and the S. 1,261 ft. of the E. 351.50' of the SW 1/4 of Section 20, Township 42 North, Range 12 (except the North 30 ft. for use as a public road), all in Cook County, Illinois.

commonly described as approximately 1.9116 acres, located on the East side of Landwehr Road, approximately 102 ft. North of Hampton Court in Northfield Township.

Section 2: That the Special Use for Unique Use located in the R-4 Single Family Residence District as mentioned in Section l of this Ordinance is hereby authorized.

Section 3: That this Ordinance under the provisions of Section 13.10-7 of the Cook County Zoning Ordinance be in full force and effect from and after its passage and approval, except that if said use is not established within one year as provided in Section 13.10-11, said Special Use for Unique Use shall be null and void. That said property be developed and constructed pursuant to the detailing set forth in the testimony and contained in the exhibits and Findings of the Cook County Zoning Board of Appeals hereby incorporated by reference into this ordinance, as provided by law.

This Ordinance adopted by the Cook County Board of Commissioners this 21st day of February 2002.

JOHN H. STROGER, JR., President

Cook County Board of Commissioners

(S E A L)

Attest: DAVID ORR, County Clerk

ORDINANCE

An Ordinance providing for the issuance of one or more series of

General Obligation Bonds, Series 2002, of The County of Cook, Illinois.

WHEREAS, Section 6(a) of Article VII of the 1970 Constitution of the State of Illinois provides that “a County which has a Chief Executive Officer elected by the electors of the County ... (is) a Home Rule Unit” and The County of Cook, Illinois (the “County”), has a Chief Executive Officer elected by the electors of the County and is therefore a Home Rule Unit and may, under the power granted by said Section 6(a) of Article VII of the Constitution of 1970, as supplemented by the Local Government Debt Reform Act, as amended, and the other Omnibus Bond Acts, as amended (collectively, the “Act”), exercise any power and perform any function pertaining to its government and affairs, including, but not limited to, the power to tax and to incur debt; and

WHEREAS, pursuant to the provisions of the Act, the County has the power to incur debt payable from ad valorem property tax receipts or from any other lawful source and maturing within 40 years from the time it is incurred without prior referendum approval; and

WHEREAS, the Board of Commissioners of the County (the “Corporate Authorities”) has not adopted any ordinance, resolution, order or motion or provided any County Code provisions which restrict or limit the exercise of the home rule powers of the County in the issuance of general obligation bonds without referendum for corporate purposes or which provides any special rules or procedures for the exercise of such power; and

WHEREAS, the County, by its Corporate Authorities, has previously made and does now affirm the determination that it is desirable and in the public interest of the County to undertake certain County construction, acquisition and equipment projects, being the Public Safety Funds Project, the Health Fund Project, the Corporate Fund Project and the Capital Equipment Project, each as hereinafter further itemized, to create certain reserves for tort immunity and self-insurance purposes, being the Insurance Reserve Project, and to increase the working cash fund of the County, being the Cash Management Project; and

WHEREAS, the Public Safety Funds Project includes, but is not limited to the construction, equipping, renovation and replacement of court, jail and related facilities; and

WHEREAS, the Health Fund Project includes, but is not limited to the construction, equipping, renovation and reconstruction of various County health facilities, including but not limited to, the new Cook County Hospital and County health clinics; and

WHEREAS, the Corporate Fund Project includes the improvement and renovation of county facilities, including but not limited to the County Building, the Cook County Administration Building, elevator modification and telecommunication wiring; and

WHEREAS, the Capital Equipment Project includes the purchase of capital equipment for use by various County departments; and

WHEREAS, the Insurance Reserve Project includes, but is not limited to, the establishment of reserves for expected losses for liability or any liability for which the County is authorized to purchase insurance, including the payment of any tort judgment or settlement for compensatory damages for which the County or an employee while acting within the scope of his or her employment is liable; and

WHEREAS, the Cash Management Project includes the establishment of a fund for the purpose of enabling the County to have in its treasury at all times sufficient money to meet demands thereon for ordinary and necessary expenditures for general corporate purposes; and

WHEREAS, the aggregate costs of the Public Safety Fund Project, the Health Fund Project, the Corporate Fund Project, and the Capital Equipment Project, including landscaping and improvement of grounds, the acquisition of real property or rights therein and such personalty or rights therein as may be necessary for the efficient acquisition, construction or operation of the projects, operating costs, legal, financial, consulting, engineering, architectural and related professional services, and such appurtenances as shall be necessary, together with the aggregate costs of the Insurance Reserve Project and the Cash Management Project (collectively, the “Projects”), are in excess of funds lawfully available and on hand and anticipated to be on hand from time to time; and

WHEREAS, the Corporate Authorities do hereby determine that it is advisable and in the best interests of the County to borrow from time to time for the purpose of paying the costs of the Projects, and to pay costs of issuance, and, in evidence of such borrowing, to issue one or more series of full faith and credit bonds (collectively, the “Bonds”) of the County as hereinafter authorized, provided that at any given time the aggregate principal amount of the Bonds outstanding shall not exceed the amount of $600,000,000:

NOW THEREFORE Be It Ordained by the Board of Commissioners of The County of Cook, Illinois, as follows:

SECTION 1. DEFINITIONS.

The following words and terms used in this ordinance shall have the following meanings unless the context or use indicates another or different meaning:

“Act” means Section 6(a) of Article VII of the 1970 Constitution of the State of Illinois, as supplemented and amended by the Local Government Debt Reform Act of the State of Illinois, as amended, and the other Omnibus Bond Acts, as amended.

“Agency Obligation” means obligations issued or guaranteed by any of the following agencies, provided that such obligations are backed by the full faith and credit of the United States of America: Export-Import Bank of the United States direct obligations or fully guaranteed certificates of beneficial ownership; Federal Financing Bank; Farmers Home Administration certificates of beneficial ownership; Federal Housing Administration Debentures; Government National Mortgage Association guaranteed mortgage-backed bonds; General Services Administration participation certificates; United States Maritime Administration obligations guaranteed under Title XI; New Communities Debentures; United States Public Housing Notes and Bonds; and United States Department of Housing and Urban Development Project Notes and Local Authority Bonds.

“Authorized Denomination” means (i) for Current Interest Bonds, $5,000 or any integral multiple thereof, (ii) for Capital Appreciation Bonds, Original Principal Amounts of such Capital Appreciation Bonds or any integral multiple thereof, and (iii) for Variable Rate Bonds, the amounts as provided in an Indenture executed by the County in connection therewith.

“Bond Fund” means the account of that name established and further described in Section 12 of this Ordinance.

“Bond Order” means each written Bond Order and Notification of Sale signed by the Designated Officers and setting forth certain details of the Bonds as hereinafter provided.

“Bond Register” means the books for the registration and transfer of the Bonds to be kept by the Trustee on behalf of the County.

“Bonds” means the bonds authorized under this Ordinance and to be issued in one or more series pursuant to this Ordinance and one or more Bond Orders. Any reference in this Ordinance to “Series 2002A Bonds,” “Series 2002B Bonds,” or “Series 2002C Bonds” shall mean one of such series of Bonds as so designated.

“Book Entry Form” means the form of the Bonds as fully registered and available in physical form only to the Depository.

“Capital Appreciation Bonds” means Bonds payable in one payment on only one fixed date.

“Chief Financial Officer” means the Chief Financial Officer of the County.

“Code” means the Internal Revenue Code of 1986, as amended.

“Commitment” means (i) a commitment to issue a financial guaranty or municipal bond insurance policy issued by an Insurer and relating to a series of Bonds and (ii) any separate insurance agreement between the County and an Insurer executed in connection with the issuance by such Insurer of its insurance policy with respect to the Bonds.

“Compound Accreted Value” means, for any Capital Appreciation Bond, on any date of determination, an amount equal to the Original Principal Amount of such Bond (or integral multiple thereof) plus an investment return accrued to the date of such determination at a semiannual compounding rate which is necessary to produce the approximate yield to maturity borne by such Bond.

“Convertible CABs” means Bonds issued initially as Capital Appreciation Bonds containing provisions for the conversion of the Compound Accreted Value of such Bonds into Current Interest Bonds at such time following the issuance thereof as shall be approved by the Chief Financial Officer.

“Corporate Authorities” means the Board of Commissioners of the County.

“County” means The County of Cook, Illinois, and its successors and assigns.

“County Clerk” means the County Clerk of the County.

“County Collector” means the County Treasurer, acting ex-officio as the Collector for the County.

“Credit Facility” means any letter of credit, bank bond purchase agreement, revolving credit agreement, surety bond, bond insurance policy or other agreement or instrument under which any person (other than the County) undertakes to make or provide funds to make payment of the principal or premium, if any (if at the election of the County the Credit Facility secures premium payable upon an optional redemption of Bonds supported by such Credit Facility), and interest on Bonds, delivered to and received by the Trustee.

“Current Interest Bonds” means Bonds bearing interest at fixed rates and paying interest semiannually (which may have a first odd period for interest not greater than one year).

“Defeasance Obligation” means any Federal Obligation or any Agency Obligation, in each case not subject to redemption at the option of the issuer.

“Depository” means The Depository Trust Company, a New York limited trust company, its successor or a successor depository qualified to clear securities under applicable state and federal law.

“Designated Officer” means the President, Chief Financial Officer or any other officer or employee of the County so designated by a written instrument signed by the President or the Chief Financial Officer and filed with the Trustee.

“Federal Obligation” means any direct obligation of, or any obligation the timely payment of principal of and interest on which is fully and unconditionally guaranteed by, the United States of America.

“Indenture” means a trust indenture by and between the County and the Trustee as authorized herein for the issuance of Variable Rate Bonds.

“Insurer” means any recognized issuer of a municipal bond insurance policy insuring one or more series of Bonds as selected by the Chief Financial Officer and so designated in a Bond Order.

“Maturity Amount” means, for Capital Appreciation Bonds, Compound Accreted Value at maturity.

“Ordinance” means this ordinance as originally introduced and adopted and as the same may from time to time be amended or supplemented in accordance with the terms hereof.

“Outstanding Bonds” means Bonds which are outstanding and unpaid; provided, however, such term shall not include Bonds (a) which have matured and for which monies are on deposit with proper paying agents or are otherwise properly available sufficient to pay all principal thereof and interest thereon; or (b) the provision for payment of which has been made by the County pursuant to Section 20 of this Ordinance.

“Pledged Taxes” means the unlimited ad valorem taxes levied herein and pledged hereunder by the County as security for the Bonds, any additional taxes as may be hereafter levied for any Variable Rate Bonds pursuant to the covenant contained in Section 9 of this Ordinance and any accrued interest received upon the sale of the Bonds and deposited into the Bond Fund.

“Project Fund” means each fund included in the Project Funds established and further described in Section 12 of this Ordinance.

“Projects” means, collectively, the Public Safety Fund Project, the Health Fund Project, the Corporate Fund Project, the Capital Equipment Project, the Insurance Reserve Project and the Cash Management Project described in the preambles hereto.

“Purchase Price” means the price for the Bonds as provided in a Bond Order.

“Qualified Investments” means:

(a) Federal Obligations;

(b) Deposits in interest-bearing accounts or certificates of deposit or similar arrangements issued by any bank, trust company, national banking association, savings bank or savings and loan association, including the Trustee, which deposits are (i) insured or secured as required by Section 12(E) or (ii) insured by an insurance policy or surety bond issued by an insurance company rated in the highest rating category by Fitch, Moody’s and S&P, or by any two of said rating agencies;

(c) Bonds or notes issued by any State of the United States of America, or any political subdivision thereof, that are rated in either of the two highest rating categories by Fitch, Moody’s and S&P, or by any two of said rating agencies;

(d) Bonds, debentures, notes or other evidences of indebtedness issued or guaranteed by any of the following: Federal Home Loan Bank System senior debt obligations; Federal Home Loan Mortgage Corporation participation certificates and senior debt obligations; Federal National Mortgage Association mortgage backed securities and senior debt obligations; and the interest component of Resolution Funding Corporation obligations in book-entry form, which have been stripped by request of the Federal Reserve Bank of New York;

(e) Agency Obligations;

(f) Repurchase agreements entered into with financial institutions that are either (i) banks, trust companies or national banking associations that are rated “A” or higher by Moody’s, Fitch and S&P, or by any two of said rating agencies, or (ii) a government bond dealer reporting to, trading with, and recognized as a primary dealer by the Federal Reserve Bank of New York, provided that each such repurchase agreement is secured as provided in Section 12(F);

(g) Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933 and having a rating by S&P of “AAAm-G,” “AAAm” or “Aam”;

(h) Commercial paper rated, at the time of purchase, “Prime-1” by Moody’s, “F-1” or better by Fitch, and “A-1” or better by S&P, or by any two of said rating agencies;

(i) The Public Treasurers’ Investment Pool of the State of Illinois;

(j) Federal Funds or bankers’ acceptances, with a maximum term of one year, of any bank that has an unsecured, uninsured and unguaranteed obligation rating of “Prime-1” or “A-3” or better from Moody’s, “F-2” or “A” or better by Fitch, and “A-1” or “A” or better by S&P, or by any two of said rating agencies; and

(k) Investment agreements, including without limitation repurchase agreements not described in clause (f) above, with a bank, investment bank, financial institution or insurance company provided that such bank, investment bank, financial institution or insurance company maintains an office in the United States and such bank, investment bank, financial institution or insurance company or whose guarantor is rated in one of the three highest rating categories by Moody’s, Fitch, and S&P, or by any two of said rating agencies, or if such institution is not so rated, that the agreement is collateralized by securities described in clauses (a), (d) or (e) above, having a market value at all times (exclusive of accrued interest, other than accrued interest paid in connection with the purchase securities) at least equal to the principal amount invested pursuant to the agreement.

“Regular Record Date” means, for any Current Interest Bonds or Capital Appreciation Bonds, the 1st day of the month in which any regularly scheduled interest payment date occurs on the 15th day of such month and, in the event of a payment occasioned by a redemption of Bonds on other than a regularly scheduled interest payment date on the 15th day of a month, means the 15th day next preceding such payment date and, for Variable Rate Bonds, has the meaning set forth in a relevant Indenture.

“Representations Letter” means such letter to or agreement, by and among the County, the Trustee and the Depository as shall be necessary to effectuate a book-entry system for the Bonds, and includes the Blanket Letter of Representations previously executed by the County and the Depository.

“Stated Maturity” means with respect to any Bond or any interest thereon the date specified in such Bond as the fixed date on which the principal of such Bond or such interest is due and payable, whether by maturity or otherwise.

“Tax Exempt” means, with respect to the Bonds, the status of interest paid and received thereon as not includible in the gross income of the owners thereof under the Code for federal income tax purposes, except to the extent that such interest is taken into account in computing an adjustment used in determining the alternative minimum tax for certain corporations and in computing the “branch profits tax” imposed on certain foreign corporations.

“Trustee” means Amalgamated Bank of Chicago, Chicago, Illinois, as bond registrar, paying agent and trustee, and successors and assigns.

“Underwriters” means (i) for the Series 2002A Bonds, collectively, Jackson Securities, Inc., George K. Baum & Co., Podesta & Co., and Lehman Brothers, (ii) for the Series 2002B Bonds, collectively, William Blair & Company and SBK Brooks Investment Corp., and (iii) for the Series 2002C Bonds, collectively, LaSalle Capital Markets, Inc., A Division of ABN AMRO Financial Services, Inc., Salomon Smith Barney, Loop Capital, Apex Securities, Banc One Capital Markets, Inc., and Siebert, Brandford & Shank.

“Variable Rate Bonds” means Bonds which are issued at rates subject to change from time to time, payable from time to time, and subject to various options for payment by the owners thereof, as more fully provided for herein.

“Yield to Maturity” means, for any Capital Appreciation Bond, the approximate yield to maturity borne by such Bond.

SECTION 2. FINDINGS.

The Corporate Authorities hereby find that it is necessary and in the best interests of the County that the County provide for the Projects; that each of the Projects is expressly authorized under the Act, and that the Bonds be issued to enable the County to pay the costs of Projects. The Corporate Authorities hereby find that all of the recitals contained in the preambles to this Ordinance are full, true and correct and do hereby incorporate them into this Ordinance by this reference. It is hereby found and determined that the Corporate Authorities have been authorized by law to borrow not less than the aggregate sum of $600,000,000 upon the credit of the County and as evidence of such indebtedness to issue at this time Bonds in the aggregate principal amount of $600,000,000, more or less, as herein provided, in order to pay the costs of the Projects. The Bonds shall be issued pursuant to the Act.

SECTION 3. BOND DETAILS.

There shall be borrowed on the credit of and for and on behalf of the County the sum of not to exceed $600,000,000 plus an amount equal to the amount of any original issue discount used in the marketing of the Bonds for the purposes aforesaid; the Bonds shall be issued from time to time in said aggregate amount, or such lesser amount, in one or more series, all as may be determined by the Chief Financial Officer, and shall be designated substantially as “General Obligation [Variable Rate Demand] Bonds, Series 2002__,” with such additions or modifications as shall be determined to be necessary by the Chief Financial Officer at the time of the sale of the Bonds to reflect the purpose of the issue, the order of sale of the Bonds, whether the Bonds are Current Interest Bonds, Variable Rate Bonds, Capital Appreciation Bonds or Convertible CABs, and any other authorized features of the Bonds determined by the Chief Financial Officer as desirable to be reflected in the title of the Bonds being issued and sold. Any Bonds issued as Current Interest Bonds shall be dated as of March 1, 2002, or such later date at or prior to the date of issuance thereof as may be provided in the relevant Bond Order. Any Bonds issued as Capital Appreciation Bonds shall be dated the date of issuance thereof. Any Bonds issued as Variable Rate Bonds shall be dated such date not earlier than March 1, 2002, and not later than the date of issuance thereof as shall be provided in the Indenture. All Bonds shall also bear the date of authentication, shall be in fully registered form, shall be in Authorized Denominations as provided in the relevant Bond Order (but no single Bond shall represent installments of principal or Compound Accreted Value maturing on more than one date), shall be numbered 1 and upward within each series, shall bear interest at the rates percent per annum and shall become due and payable (subject as hereinafter provided with respect to prior redemption) on November 15 (or such other date as may be provided in the relevant Bond Order) of the years as provided in the relevant Bond Order, subject to the limitations set forth below.

All or any portion of the Bonds may be issued as Current Interest Bonds.

All or any portion of the Bonds may be issued as Capital Appreciation Bonds. Each Original Principal Amount of Capital Appreciation Bonds shall represent a Maturity Amount of $5,000 or any integral multiple thereof.

All or any portion of the Bonds may be initially issued as Convertible CABs. While in the form of Capital Appreciation Bonds, Bonds issued as Convertible CABs shall be subject to all of the provisions and limitations of this Ordinance relating to Capital Appreciation Bonds, and while in the form of Current Interest Bonds, Bonds issued as Convertible CABs shall be subject to all of the provisions and limitations of this Ordinance relating to Current Interest Bonds. In particular, when Convertible CABs are in the form of Capital Appreciation Bonds prior to their conversion to Current Interest Bonds, the transfer, exchange and replacement provisions of this Ordinance with respect to Capital Appreciation Bonds shall apply to such Convertible CABs; provided that the Convertible CABs delivered in the form of Capital Appreciation Bonds in connection with any such transfer, exchange or replacement shall have identical provisions for conversion to Current Interest Bonds as set forth in the Convertible CABs being transferred, exchange or replaced. In connection with the issuance and sale of any Convertible CABs, the terms and provisions relating to the conversion of the Compound Accreted Value of such Convertible CABs into Current Interest Bonds shall be as approved by the Chief Financial Officer at the time of sale of such Convertible CABs.

All or any portion of the Bonds may be issued as Variable Rate Bonds. Any Variable Rate Bonds shall be subject to the provisions of the Indenture for same, to be by and between the County and the Trustee. The President or the Chief Financial Officer is hereby authorized to enter into any Indenture on behalf of the County. Any Indenture shall be in substantially the form of trust indentures previously entered into by the County in connection with the sale of variable rate general obligation bonds or notes, but with such revisions in text as the President or the Chief Financial Officer shall determine are necessary or desirable, the execution thereof by the President or the Chief Financial Officer to evidence the approval by the Corporate Authorities of all such revisions.

All or any portion of the Bonds may be issued as Tax Exempt or not Tax Exempt as the Designated Officers shall determine upon consultation with counsel and as shall be provided in a relevant Bond Order.

All Bonds shall become due and payable as provided in the relevant Bond Order, provided, however, that no Bond shall have a Stated Maturity which is later than November 15, 2032.

The Current Interest Bonds and the Variable Rate Bonds shall bear interest at a rate or rates percent per annum and any Capital Appreciation Bonds shall have Yields to Maturity not to exceed ten percent (10.0%) per annum and no Capital Appreciation Bond shall have a Yield to Maturity in excess of ten percent (10.0%) per annum. The Current Interest Bonds and the Variable Rate Bonds shall bear interest at the rate or rates percent per annum and the Capital Appreciation Bonds shall have Yields to Maturity as provided in the relevant Bond Order or Indenture.

Each Current Interest Bond shall bear interest from the later of its dated date or the most recent interest payment date to which interest has been paid or duly provided for, until the principal amount of such Bond is paid, such interest (computed upon the basis of a 360-day year of twelve 30-day months) being payable, subject to the provisions of any Bond Order, on each May 15 and November 15, commencing on such May 15 or November 15 as determined by the Chief Financial Officer in the Bond Order therefor.

Each Capital Appreciation Bond shall bear interest from its dated date at the rate percent per annum compounded semiannually, subject to the provisions of any Bond Order, on each May 15 and November 15, commencing on such May 15 or November 15 as determined by the Chief Financial Officer in the Bond Order therefor, which will produce the Yield to Maturity until the Stated Maturity thereof or conversion date to Current Interest Bonds. Interest on the Capital Appreciation Bonds shall be payable only at Stated Maturity.

Each Variable Rate Bond shall bear interest (computed from time to time on such basis and payable in such manner as shall be set forth in the Indenture therefor) payable on such dates as shall be set forth in the Indenture therefor. Any Variable Rate Bonds may be made subject to optional or mandatory tender for purchase by the owners thereof at such times and at such prices (not to exceed 103 percent of the principal amount thereof) as shall be set forth in the Indenture therefor. In connection with the remarketing of any Variable Rate Bonds so tendered for purchase under the terms and conditions so specified by the Chief Financial Officer, the President and the Chief Financial Officer are each hereby authorized to execute on behalf of the County a remarketing agreement in customary form at customary fees used for variable rate financings of the County with appropriate revisions to reflect the terms and provisions of the Bonds sold as Variable Rate Bonds and such other revisions in text as the Chief Financial Officer shall determine are necessary or desirable in connection with the sale of the Bonds as Variable Rate Bonds.

So long as the Bonds are held in Book Entry Form, interest on each Bond shall be paid to the Depository by check or draft or electronic funds transfer, in lawful money of the United States of America, as may be agreed in the Representations Letter; in the event the Bonds should ever become available in physical form to registered owners other than the Depository, interest on each Bond shall be paid by check or draft of the Trustee, payable upon presentation thereof in lawful money of the United States of America, or by electronic funds transfer of lawful money of the United States of America, as may be provided, to the person in whose name such Bond is registered at the close of business on the applicable Regular Record Date, and mailed to the address or transferred to such account of such registered owner as it appears on the Bond Register or at such other address or account as may be furnished in writing to the Trustee.

Principal of and premium (if any) on each Current Interest Bond and Variable Rate Bond and the Compound Accreted Value of each Capital Appreciation Bond shall be paid upon surrender in lawful money of the United States of America, at the principal corporate trust office of the Trustee or its proper agent.

The Bonds shall have impressed or imprinted thereon the corporate seal or facsimile thereof of the County and shall be signed by the manual or duly authorized facsimile signatures of the President and County Clerk, as they shall determine, and in case any officer whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery.

All Bonds shall have thereon a certificate of authentication substantially in the form hereinafter set forth duly executed by the Trustee as authenticating agent of the County and showing the date of authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Ordinance unless and until such certificate of authentication shall have been duly executed by the Trustee by manual signature, and such certificate of authentication upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Ordinance. The certificate of authentication on any Bond shall be deemed to have been executed by the Trustee if signed by an authorized officer of the Trustee, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds issued hereunder.

SECTION 4. BOOK-ENTRY PROVISIONS.

The Bonds shall be initially issued in the form of a separate single fully registered Bond for each of the maturities of the Bonds. Upon initial issuance, the ownership of each such Bond shall be registered in the Bond Register in such name as may be provided by the Depository (the “Book Entry Owner”) and, accordingly, in Book Entry Form as provided and defined herein. Any Designated Officer is authorized to execute a Representations Letter or to utilize the provisions of an existing Representations Letter. Without limiting the generality of the authority given with respect to entering into the Representations Letter for the Bonds, it may contain provisions relating to (a) payment procedures, (b) transfers of the Bonds or of beneficial interests therein, (c) redemption notices and procedures unique to the Depository, (d) additional notices or communications, and (e) amendment from time to time to conform with changing customs and practices with respect to securities industry transfer and payment practices. With respect to Bonds registered in the Bond Register in the name of the Book Entry Owner, neither the County nor the Trustee shall have any responsibility or obligation to any broker-dealer, bank, or other financial institution for which the Depository holds Bonds from time to time as securities depository (each such broker-dealer, bank, or other financial institution being referred to herein as a “Depository Participant”) or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds. Without limiting the meaning of the immediately preceding sentence, neither the County nor the Trustee shall have any responsibility or obligation with respect to (a) the accuracy of the records of the Depository, the Book Entry Owner, or any Depository Participant with respect to any ownership interest in the Bonds; (b) the delivery to any Depository Participant or any other person, other than a registered owner of a Bond as shown in the Bond Register or as expressly provided in the Representations Letter, of any notice with respect to the Bonds, including any notice of redemption; or (c) the payment to any Depository Participant or any other person, other than a registered owner of a Bond as shown in the Bond Register, of any amount with respect to principal of or interest on the Bonds. No person other than a registered owner of a Bond as shown in the Bond Register shall receive a Bond certificate with respect to any Bond. In the event that (a) the County determines that the Depository is incapable of discharging its responsibilities described herein or in the Representations Letter, (b) the agreement among the County and the Depository evidenced by the Representations Letter shall be terminated for any reason, or (c) the County determines that it is in the best interests of the County or of the beneficial owners of the Bonds that they be able to obtain certificated Bonds; the County shall notify the Depository of the availability of Bond certificates, and the Bonds shall no longer be restricted to being registered in the Bond Register to the Book Entry Owner. The County may determine at such time that the Bonds shall be registered in the name of and deposited with a successor depository operating a book entry only system, as may be acceptable to the County, or such depository’s agent or designee, but if the County does not select such successor depository, then the Bonds shall be registered in whatever name or names registered owners of Bonds transferring or exchanging Bonds shall designate, in accordance with the provisions hereof.

SECTION 5. REDEMPTION.

If so provided in the relevant Bond Order or Indenture, any Bonds may be redeemable prior to maturity at the option of the County, in whole or in part on any date, at such times and at such redemption prices (to be expressed as a percentage of the principal amount of Current Interest Bonds or Variable Rate Bonds to be redeemed and as a percentage of the Compound Accreted Value of Capital Appreciation Bonds to be redeemed) not to exceed one hundred three percent (103.00%), plus, in the case of Current Interest Bonds or Variable Rate Bonds, accrued interest to the date of redemption, as determined by the Chief Financial Officer at the time of the sale thereof. If less than all of the outstanding Bonds of a series are to be optionally redeemed, the Bonds to be called shall be called from such series, in such principal amounts and from such maturities as may be determined by the County and within any maturity by lot within a maturity in the manner hereinafter provided. Any Current Interest Bonds or Variable Rate Bonds may be made subject to mandatory redemption, at par and accrued interest to the date fixed for redemption, as determined by the Chief Financial Officer at the time of the sale thereof and as set forth in the relevant Bond Order or Indenture. The terms and provisions for any redemption of Variable Rate Bonds shall be as determined by the Chief Financial Officer at the time of sale of the Bonds and as set forth in a relevant Indenture, provided that such terms shall be within the limitations set forth in this Section.

In connection with any mandatory redemption of Bonds as authorized above, the principal amounts of such Bonds to be mandatorily redeemed in each year may be reduced through the earlier optional redemption thereof, with any partial optional redemptions of such Bonds credited against future mandatory redemption requirements in such order of the mandatory redemption dates as the Chief Financial Officer may determine. In the absence of such determination, partial optional redemptions of such Bonds shall be credited against future mandatory redemption requirements in inverse chronological order of such payments beginning with the amount scheduled to become due at Stated Maturity, then the amount subject to mandatory redemption in the year preceding Stated Maturity, and so on. In addition, on or prior to the 60th day preceding any mandatory redemption date, the Trustee may, and if directed by the Chief Financial Officer shall, purchase Bonds of such maturities in an amount not exceeding the amount of such Bonds required to be retired on such mandatory redemption date and at a price not exceeding par plus accrued interest. Any such Bonds so purchased shall be cancelled and the principal amount thereof shall be credited against the payment required on such next mandatory redemption date.

The County shall, at least 45 days prior to the redemption date (unless a shorter time shall be satisfactory to the Trustee), notify the Trustee of such redemption date, the years of maturity and principal amounts of Bonds to be redeemed and, if applicable, the mandatory redemption payment so affected. Current Interest Bonds shall be redeemed only in the principal amount of $5,000 each and integral multiples thereof, and Capital Appreciation Bonds shall be redeemed only in amounts representing $5,000 Maturity Amount and integral multiples thereof. In the event of the redemption of less than all the Bonds of a series of like maturity, the aggregate principal amount or Maturity Amount (as appropriate) thereof to be redeemed shall be $5,000 or an integral multiple thereof, and the Trustee shall assign to each such Bond of such maturity a distinctive number for each $5,000 principal amount or Maturity Amount (as appropriate) of such Bond and shall select by lot from the numbers so assigned as many numbers as, at $5,000 for each number, shall equal the principal amount or Maturity Amount (as appropriate) of such Bonds to be redeemed. The Bonds to be redeemed shall be those to which were assigned numbers so selected; provided that only so much of the principal amount or Maturity Amount (as appropriate) of each Bond shall be redeemed as shall equal $5,000 for each number assigned to it and so selected.

The Trustee shall promptly notify the County in writing of the Bonds or portions of Bonds selected for redemption and, in the case of any Bond selected for partial redemption, the principal amount thereof to be redeemed.

Unless waived by the owner of Bonds to be redeemed or as otherwise provided in an Indenture for Variable Rate Bonds, notice of any such redemption shall be given by the Trustee on behalf of the County by mailing the redemption notice by first class mail not less than 30 days and not more than 60 days prior to the date fixed for redemption to each registered owner of the Bond or Bonds to be redeemed at the address shown on the Bond Register or at such other address as is furnished in writing by such registered owners to the Trustee.

All notices of redemption shall include at least the information as follows:

(1) the redemption date;

(2) the redemption price;

(3) if less than all of the Bonds of a particular series are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed;

(4) a statement that on the redemption date the redemption price will become due and payable upon each such Bond or portion thereof called for redemption and that interest thereon shall cease to accrue from and after said date; and

(5) the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the principal corporate trust office of the Trustee.

Such additional notice as may be agreed upon with the Depository shall also be given so long as the Bonds are held by the Depository.

On or prior to any redemption date, the County shall deposit with the Trustee an amount of money sufficient to pay the redemption price of all the Bonds or portions of Bonds which are to be redeemed on that date.

Notice of redemption having been given as provided therefor, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the County shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Neither the failure to mail such redemption notice nor any defect in any notice so mailed to any particular registered owner of a Bond shall affect the sufficiency of such notice with respect to other registered owners. Notice having been properly given, failure of a registered owner of a Bond to receive such notice shall not be deemed to invalidate, limit or delay the effect of the notice or the redemption action described in the notice. Such notice may be waived in writing by a registered owner of a Bond, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Trustee at the redemption price. Interest due on or prior to the redemption date shall be payable as herein provided for payment of interest. Upon surrender for any partial redemption of any Bond, there shall be prepared for the registered owner a new Bond or Bonds of the same Stated Maturity in the amount of the unpaid principal or Maturity Amount.

With respect to any redemption of Bonds, unless moneys sufficient to pay the redemption price of the Bonds to be redeemed shall have been received by the Trustee prior to the giving of the notice of redemption, such notice may, at the option of the County, state that such redemption shall be conditional upon the receipt of such moneys by the Trustee on or prior to the date fixed for redemption. If such moneys are not received, such notice shall be of no force and effect, the Trustee shall not redeem such Bonds, and the Trustee shall give notice, in the same manner in which the notice of redemption shall have been given, that such moneys were not so received and that such Bonds will not be redeemed.

If any Bond or portion of Bond called for redemption shall not be so paid upon surrender thereof for redemption, in the case of Current Interest Bonds, the principal shall, until paid, bear interest from the redemption date at the rate borne by the Bond or portion of Bond so called for redemption; in the case of Variable Rate Bonds, the principal shall, until paid, bear interest as provided in a relevant Indenture; and, in the case of Capital Appreciation Bonds, the Compound Accreted Value at such redemption date shall continue to accrue interest from such redemption date at the Yield to Maturity borne by such Capital Appreciation Bond, or portion thereof, so called for redemption. All Bonds which have been redeemed shall be cancelled and destroyed by the Trustee and shall not be reissued.

Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer.

SECTION 6. REGISTRATION OF BONDS; PERSONS TREATED AS OWNERS; BONDS LOST, DESTROYED, ETC.

The County shall cause the Bond Register to be kept at the principal corporate trust office of the Trustee, which is hereby constituted and appointed the Registrar of the County. The County is authorized to prepare, and the Trustee shall keep custody of, multiple Bond blanks executed by the County for use in the transfer and exchange of Bonds.

Subject to the provisions hereof relating to the Bonds in Book Entry Form, upon surrender for transfer of any Bond at the principal corporate trust office of the Trustee, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Trustee and duly executed by, the registered owner or his or her attorney duly authorized in writing, the County shall execute and the Trustee shall authenticate, date and deliver in the name of the transferee or transferees (a) in the case of any Capital Appreciation Bond, a new fully registered Capital Appreciation Bond or Bonds of the same series and of the same Stated Maturity of Authorized Denominations, for a like aggregate Original Principal Amount or (b) in the case of any Current Interest Bond or Variable Rate Bond, a new fully registered Bond or Bonds of the same tenor, of the same interest rate and Stated Maturity, of Authorized Denominations, for a like aggregate principal amount. Subject to the provisions of this Ordinance relating to Book Entry Form any Capital Appreciation Bond or Bonds may be exchanged at said office of the Trustee or its proper agent for a like aggregate Original Principal Amount of Capital Appreciation Bond or Bonds of the same maturity of other Authorized Denominations; and any fully registered Current Interest Bond or Bonds or Variable Rate Bond or Bonds may be exchanged at said office of the Trustee or its proper agent for a like aggregate principal amount of such Bonds of the same tenor, of the same interest rate and Stated Maturity, of other Authorized Denominations.

The execution by the County of any fully registered Bond shall constitute full and due authorization of such Bond, and the Trustee or its proper agent shall thereby be authorized to authenticate, date and deliver such Bond in accordance with the terms of this Ordinance and of any Indenture.

The person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of the principal of, premium (if any) or interest on or any Maturity Amount of any Bond shall be made only to or upon the order of the registered owner thereof or his or her legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid.

No service charge shall be made for any transfer or exchange of Bonds, but the County or the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds exchanged in the case of the issuance of a Bond or Bonds for the outstanding portion of a Bond surrendered for redemption.

If any Bond, whether in temporary or definitive form, is lost (whether by reason of theft or otherwise), destroyed (whether by mutilation, damage, in whole or in part, or otherwise) or improperly cancelled, the Trustee or its proper agent may authenticate a new Bond of like date, maturity date, interest rate (or, in the case of Capital Appreciation Bonds, Yield to Maturity), denomination and Original Principal Amount (in the case of Capital Appreciation Bonds) or principal amount (in the case of other Bonds) and bearing a number not contemporaneously outstanding; provided that (a) in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Trustee, and (b) in the case of any lost Bond or Bond destroyed in whole, there shall be first furnished to the Trustee evidence of such loss or destruction, together with indemnification of the County and the Trustee, satisfactory to the Trustee. In the event any lost, destroyed or improperly cancelled Bond shall have matured or is about to mature, or has been called for redemption, instead of issuing a duplicate Bond, the Trustee shall pay the same without surrender thereof if there shall be first furnished to the Trustee evidence of such loss, destruction or cancellation, together with indemnity, satisfactory to it. Upon the issuance of any substitute Bond, the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto.

SECTION 7. SECURITY.

The full faith and credit of the County are hereby irrevocably pledged to the punctual payment of the principal of, interest on and Maturity Amount of the Bonds. The Bonds shall be direct and general obligations of the County and the County shall be obligated and hereby covenants and agrees to levy ad valorem taxes upon all the taxable property in the County for the payment of the Bonds and the interest thereon, without limitation as to rate or amount. The County hereby pledges, as equal and ratable security for the Bonds, all present and future proceeds of the Pledged Taxes on deposit in the Bond Fund for the sole benefit of the registered owners of the Bonds, subject to the reserved right of the Corporate Authorities to transfer certain interest income or investment profit earned in the Bond Fund to other funds of the County.

SECTION 8. FORMS OF BONDS.

The Current Interest Bonds and the Capital Appreciation Bonds shall be in substantially the forms hereinafter set forth; provided, however, that if the text of the Bonds is to be printed in its entirety on the front side of the Bonds, then the second paragraph on the front side and the legend “See Reverse Side for Additional Provisions” shall be omitted and the text of paragraphs set forth for the reverse side shall be inserted immediately after the first paragraph. The Convertible CABs shall be prepared incorporating the provisions of the forms of Current Interest Bonds and Capital Appreciation Bonds set forth below as necessary to reflect the terms and provisions of the sale of the Convertible CABs pursuant to Section 11 hereof. Variable Rate Bonds shall be prepared in substantially the form provided in the relevant Indenture.

(Form of Current Interest Bond - Front Side)

REGISTERED REGISTERED

NO. _______ $_________

UNITED STATES OF AMERICA

STATE OF ILLINOIS

THE COUNTY OF COOK

GENERAL OBLIGATION BOND, SERIES 2002__

See Reverse Side

for Additional

Provisions

Interest

Rate:

Maturity

Date:

Dated

Date: ________ 2002

CUSIP:

Registered Owner: CEDE & Co.

Principal Amount:

[1] KNOW ALL PERSONS BY THESE PRESENTS, that the County of Cook, Illinois (the “County”), a home rule unit duly organized and incorporated under the laws of the State of Illinois, hereby acknowledges itself to owe and for value received promises to pay from the sources and as hereinafter provided to the Registered Owner identified above, or registered assigns as hereinafter provided, the Principal Amount identified above and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on such Principal Amount at the Interest Rate identified above, from the Dated Date or from the most recent interest payment date to which interest has been paid, on each May 15 and November 15, commencing _______, 20__, until said principal sum is paid, except as the provisions hereinafter set forth with respect to redemption prior to maturity are and become applicable hereto. Both principal hereof and premium, if any, hereon are payable in lawful money of the United States of America at the principal corporate trust office of Amalgamated Bank of Chicago, Chicago, Illinois, as bond registrar, paying agent and trustee (the “Trustee”), or at any successor trustee and locality as in the hereinafter defined Bond Ordinance provided. Payment of interest shall be made to the Registered Owner hereof on the registration books of the County maintained by the Trustee at the close of business on the Regular Record Date and shall be paid by check or draft of the Trustee mailed to the address of such Registered Owner as it appears on such registration books or as otherwise agreed by the County and CEDE & Co., as nominee, or successor for so long as this Bond is held by the Depository or nominee in book-entry only form as provided for same.

[2] Reference is hereby made to the further provisions of this Bond set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as if set forth at this place.

[3] This bond and each bond of the series of which it forms a part (together, the “Bonds”), are issued pursuant to Section 6 of Article VII of the 1970 Constitution of the State of Illinois, as supplemented and amended by the Local Government Debt Reform Act of the State of Illinois as amended (the “Act”). The Bonds are being issued for the purpose of paying the costs of the Projects (as defined in the hereinafter defined Bond Ordinance), all as more fully described in proceedings adopted by the Board of Commissioners of the County (the “Corporate Authorities”) and in an ordinance authorizing the issuance of the Bonds adopted by the Corporate Authorities on the 21st day of February, 2002 (the “Bond Ordinance”), to all the provisions of which the holder by the acceptance of this Bond assents. For the prompt payment of this Bond, both principal and interest, as aforesaid, at maturity, the Pledged Taxes are hereby irrevocably pledged.

[4] It is hereby certified and recited that all conditions, acts and things required by the Constitution and Laws of the State of Illinois to exist or to be done precedent to and in the issuance of this Bond, including the Act, have existed and have been properly done, happened and been performed in regular and due form and time as required by law; that the indebtedness of the County, represented by the Bonds, and including all other indebtedness of the County, howsoever evidenced or incurred, does not exceed any constitutional or statutory or other lawful limitation; and that provision has been made for the collection of a direct annual tax, in addition to all other taxes, on all of the taxable property in the County sufficient to pay the interest hereon as the same falls due and also to pay and discharge the principal hereof at maturity.

[5] This Bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the manual signature of the Trustee.

[6] IN WITNESS WHEREOF, The County of Cook, Illinois, by its Board of Commissioners, has caused this Bond to be signed by the manual or duly authorized facsimile signatures of the President and County Clerk, and its corporate seal or a facsimile thereof to be impressed or reproduced hereon, all as appearing hereon and as of the Dated Date identified above.

[SEAL]

_________________________

President

_________________________

County Clerk

Date of Authentication: ______________, _____

CERTIFICATION OF AUTHENTICATION	Bond Registrar, Paying Agent and Trustee: Amalgamated Bank of Chicago Chicago, Illinois
This Bond is one of the Bonds described in the within mentioned Bond Ordinance and is one of the General Obligation Bonds, Series 2002__, of The County of Cook, Illinois.
AMALGAMATED BANK OF CHICAGO, as Trustee
By_______________________________
Authorized Officer

[Form of Current Interest Bond - Reverse Side]

The County of Cook, Illinois

General Obligation Bond, Series 2002___

[7] This Bond is transferable by the registered holder hereof in person or by his or her attorney duly authorized in writing at the principal corporate trust office of the Trustee in Chicago, Illinois, or at any successor Trustee and successor location, but only in the manner, subject to the limitations and upon payment of the charges provided in the Bond Ordinance, and upon surrender and cancellation of this Bond. Upon such transfer a new Bond or Bonds of the same series and Authorized Denominations of the same maturity and for the same aggregate principal amount will be issued to the transferee in exchange therefor. The Trustee shall not be required to transfer or exchange this Bond during the period beginning at the close of business on the fifteenth day next preceding any interest payment date for this Bond, after notice calling this Bond for redemption has been mailed, or during a period of 15 days next preceding mailing of a notice of redemption of this Bond.

[8] The Bonds are issued in fully registered form in the Authorized Denomination of $5,000 each and integral multiples thereof. This Bond may be exchanged at the principal corporate trust office of the Trustee for a like aggregate principal amount of Bonds of the same maturity of other Authorized Denominations, upon the terms set forth in the Bond Ordinance.

[9] The County and the Trustee may deem and treat the registered holder hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof, premium, if any, and interest due hereon and for all other purposes, and neither the County nor the Trustee shall be affected by any notice to the contrary.

[10] The Bonds coming due on and after November 15, 20__, are subject to redemption prior to maturity at the option of the County, from any available moneys, on November 15, 20__, and any date thereafter, in whole or in part, and if in part, in such principal amounts and from such maturities as determined by the County and within any maturity by lot, the Bonds to be redeemed at the redemption prices (being expressed as a percentage of the principal amount of the Bonds to be redeemed) set forth below:

DATES OF REDEMPTION	REDEMPTION PRICE

[11] [Provisions relating to mandatory redemption will be inserted here.]

[12] Written notice of the redemption of any or all of said Bonds shall be given by the County to the registered holder thereof by first class mail to the address shown on the registration books of the County maintained by the Trustee or at such other address as is furnished in writing by such registered owner to the Trustee. The date of the mailing and filing of such notice shall be not more than sixty (60) and not less than thirty (30) days prior to such redemption date, and when any or all of said Bonds or any portion thereof shall have been called for redemption and payment made or provided for, interest thereon shall cease from and after the date so specified. With respect to any redemption of Bonds, unless moneys sufficient to pay the redemption price of the Bonds to be redeemed shall have been received by the Trustee prior to the giving of the notice of redemption, such notice may, at the option of the County, state that such redemption shall be conditional upon the receipt of such moneys by the Trustee on or prior to the date fixed for redemption. If such moneys are not received, such notice shall be of no force and effect, the Trustee shall not redeem such Bonds, and the Trustee shall give notice, in the same manner in which the notice of redemption shall have been given, that such moneys were not so received and that such Bonds will not be redeemed.

[13] The rights and obligations of the County and of the registered owners of Bonds of the series of which this Bond is one may be modified or amended at any time as more fully set forth in the Bond Ordinance.

[ASSIGNMENT]

FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto _______________________

_____________________________________________________________________________________

(Name and Address of Assignee)

the within Bond and does hereby irrevocably constitute and appoint ____________________ or its successor as attorney to transfer the said Bond on the books kept for registration thereof with full power of substitution in the premises.

Dated: _______________________ ______________________________

Signature guaranteed: ________________________________________________________

NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.

INSURANCE LEGEND MAY APPEAR HERE

(Form of Capital Appreciation Bond - Front Side)

Registered $__________________

No. _____ Compound Accreted

Value at Maturity

(“Maturity Amount”)

UNITED STATES OF AMERICA

STATE OF ILLINOIS

THE COUNTY OF COOK

GENERAL OBLIGATION BOND, SERIES 2002__

See Reverse Side for

Additional Provisions

Original Original Principal

Maturity Yield to Amount per $5,000 Dated

Date Maturity Maturity Amount Date CUSIP

_________, ____ ___________ $____________ _________, ____ _________

Registered Owner:

[1] KNOW ALL PERSONS BY THESE PRESENTS, the County of Cook, Illinois (the “County”) hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or registered assigns as hereinafter provided, on the Maturity Date identified above, the Maturity Amount identified above. The amount of interest payable on this Bond on the Maturity Date hereof is the amount of interest accrued from the Dated Date hereof at a semiannual compounding rate necessary to produce the Original Yield to Maturity set forth above, compounded semiannually on each May 15 and November 15, commencing __________ 15, _______. The Maturity Amount of this Bond is payable in lawful money of the United States of America upon presentation and surrender of this Bond at the principal corporate trust office of Amalgamated Bank of Chicago, Chicago, Illinois, or its successor, as trustee, bond registrar and paying agent (the “Trustee”), or at successor trustee and locality as in the hereinafter defined Bond Ordinance provided. The Compound Accreted Value of this Bond per $5,000 Maturity Amount on May 15 and November 15 of each year, commencing _________________ 15, ______, determined by the semiannual compounding described in this paragraph shall be as set forth in the Table of Compound Accreted Value Per $5,000 of Compound Accreted Value at Maturity attached hereto.

[4] It is hereby certified and recited that all conditions, acts and things required by the Constitution and Laws of the State of Illinois to exist or to be done precedent to and in the issuance of this Bond, including the Act, have existed and have been properly done, happened and been performed in regular and due form and time as required by law; that the indebtedness of the County, represented by the Bonds, and including all other indebtedness of the County, howsoever evidenced or incurred, does not exceed any constitutional or statutory or other lawful limitation; and that provision has been made for the collection of a direct annual tax, in addition to all other taxes, on all of the taxable property in the County sufficient to pay and discharge the Maturity Amount at Stated Maturity.

[5] This Bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the manual signature of the Trustee.

[6] IN WITNESS WHEREOF, The County of Cook, Illinois, by its Board of Commissioners has caused its corporate seal to be imprinted by facsimile hereon and this Bond to be signed by the manual or duly authorized facsimile signatures of the President and the County Clerk, all as of the Dated Date identified above.

[SEAL]

_____________________________

President, Board of Commissioners

____________________________

County Clerk

Date of Authentication: ________________, ________

CERTIFICATION OF AUTHENTICATION	Bond Registrar, Paying Agent and Trustee: Amalgamated Bank of Chicago Chicago, Illinois
This Bond is one of the Bonds described in the within mentioned Bond Ordinance and is one of the General Obligation Bonds, Series 2002__, of The County of Cook, Illinois.
AMALGAMATED BANK OF CHICAGO, as Trustee
By_______________________________
Authorized Officer

[Form of Capital Appreciation Bond - Reverse Side]

THE COUNTY OF COOK, ILLINOIS

GENERAL OBLIGATION BOND, SERIES 2002__

[7] This Bond is transferable by the Registered Owner hereof in person or by his or her attorney duly authorized in writing at the principal corporate trust office of the Trustee in Chicago, Illinois, or at successor Trustee and successor location, but only in the manner, subject to the limitations and upon payment of the charges provided in the Bond Ordinance, and upon surrender and cancellation of this Bond. Upon such transfer, a new Bond or Bonds of authorized denominations, of the same maturity and for the same aggregate Original Principal Amount will be issued to the transferee in exchange therefor. The Trustee shall not be required to transfer or exchange this Bond during the period beginning at the close of business on the fifteenth day next preceding the Maturity Date for this Bond, after notice calling this Bond for redemption has been mailed, or during a period of 15 days next preceding mailing of a notice of redemption of this Bond.

[8] The Bonds are issued in fully registered form in Original Principal Amounts representing $5,000 Maturity Amount or any integral multiple thereof. This Bond may be exchanged at the principal corporate trust office of the Trustee for a like aggregate Original Principal Amount of Bonds of the same Stated Maturity, upon the terms set forth in the Bond Ordinance.

[9] The Bonds maturing on or after November 15, ____, are subject to redemption prior to maturity at the option of the County, from any available moneys, on November 15, _____, and any date thereafter, in whole or in part, and if in part, in such Maturity Amounts and from such maturities as determined by the County and within any maturity by lot, the Bonds to be redeemed at the redemption prices (being expressed as a percentage of the Compound Accreted Value of the Bonds to be redeemed) set forth below:

DATES OF REDEMPTION REDEMPTION PRICE

[10] Written notice of the redemption of any or all of said Bonds shall be given by the County to the registered holder thereof by first class mail to the address shown on the registration books of the County maintained by the Trustee or at such other address as is furnished in writing by such registered owner to the Trustee. The date of the mailing and filing of such notice shall be not more than sixty (60) and not less than thirty (30) days prior to such redemption date, and when any or all of said Bonds or any portion thereof shall have been called for redemption and payment made or provided for, interest thereon shall cease from and after the date so specified. With respect to any redemption of Bonds, unless moneys sufficient to pay the redemption price of the Bonds to be redeemed shall have been received by the Trustee prior to the giving of the notice of redemption, such notice may, at the option of the County, state that such redemption shall be conditional upon the receipt of such moneys by the Trustee on or prior to the date fixed for redemption. If such moneys are not received, such notice shall be of no force and effect, the Trustee shall not redeem such Bonds, and the Trustee shall give notice, in the same manner in which the notice of redemption shall have been given, that such moneys were not so received and that such Bonds will not be redeemed.

[11] The County and the Trustee may deem and treat the Registered Owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of the Maturity Amount hereof and redemption premium, if any, hereon and for all other purposes, and neither the County nor the Trustee shall be affected by any notice to the contrary.

INSURANCE LEGEND MAY APPEAR HERE

* * *

TABLE OF COMPOUND ACCRETED VALUE

PER $5,000 OF COMPOUND ACCRETED VALUE AT MATURITY

* * *

(ASSIGNMENT)

FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto

______________________________________________________________________________

(Name and Address of Assignee)

the within Bond and does hereby irrevocably constitute and appoint

______________________________________________________________________________

attorney to transfer the said Bond on the books kept for registration thereof with full power of substitution in the premises.

Dated:

Signature guaranteed: ________________________________

NOTICE: The signature to this assignment must correspond with the name of the Registered Owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.

SECTION 9. GENERAL OBLIGATIONS; PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST; TAX LEVY; ABATEMENT.

For the purpose of providing the funds required to pay the principal of and interest on, or Maturity Amount of, the Bonds promptly as the same become due, there is hereby levied upon all taxable property in the County, a direct annual tax sufficient for those purposes in addition to all other taxes, for the years and in the amounts as shall be provided in each relevant Bond Order. For this purpose, interest to accrue on Variable Rate Bonds shall be deemed to be that rate which, in the reasonable estimation of the Chief Financial Officer as he may from time to time determine, will be sufficient to pay principal of and interest on such Variable Rate Bonds when due.

The Pledged Taxes and other moneys on deposit in the Bond Fund shall be applied to pay principal of and interest on, or Maturity Amount of, the Bonds.

Interest or principal coming due at any time when there are insufficient funds on hand from the Pledged Taxes to pay the same shall be paid promptly when due from current funds on hand in advance of the collection of the Pledged Taxes herein levied which funds are hereby appropriated for such purpose as necessary; and when the Pledged Taxes shall have been collected, reimbursement shall be made to said funds in the amount so advanced.

The County covenants and agrees with the purchasers and registered owners of the Bonds that so long as any of the Bonds remain outstanding, the County will take no action or fail to take any action which in any way would adversely affect the ability of the County to levy and collect the Pledged Taxes. The County and its officers will comply with all present and future applicable laws in order to assure that the Pledged Taxes may be levied, extended and collected as provided herein and deposited into the Bond Fund. With respect to Variable Rate Bonds, in furtherance of the general obligation full faith and credit pledge of the County to the punctual payment of the principal of and interest on the Bonds set forth in Section 7 of this Ordinance, the County will take all actions necessary to levy in addition to the taxes described above, any direct annual tax required in excess of that levied in this Ordinance for collection on a timely basis to make all payments of the principal of and interest on such Variable Rate Bonds.

A copy of this Ordinance, together with a subsequent copy of each Bond Order, duly certified by the County Clerk, shall be filed in the office of the County Clerk, and such filings shall constitute the authority for and it shall be the duty of said County Clerk, in each year as aforesaid, to extend the taxes levied pursuant to this Section and said Bond Order(s) for collection, such taxes to be in addition to and in excess of all other taxes heretofore or hereafter authorized to be levied by the County on its behalf.

All receipts of the Pledged Taxes received by the County Collector shall be deposited daily, as far as practicable, with the Trustee. All other moneys appropriated or used by the County for the payment of the principal or redemption price of, and interest on, or Maturity Amount of, the Bonds shall be paid to the Trustee. The Trustee shall be accountable only for moneys actually so deposited with the Trustee. The Trustee is hereby expressly authorized to establish such accounts within the Bond Fund as shall be necessary to account for the Pledged Taxes levied for each series of Bonds issued hereunder. All Pledged Taxes, and all such moneys, shall be deposited by the Trustee into the Bond Fund.

The County Treasurer and the County Collector are hereby expressly authorized and directed to do, or cause to be done, all things necessary to provide for the prompt deposit with the Trustee, in accordance with this Ordinance, of all Pledged Taxes.

Except as may be otherwise provided in a relevant Bond Order or Indenture, at any time and from time to time as the Chief Financial Officer shall determine to be necessary or advisable, the Chief Financial Officer is hereby expressly authorized, without further official action of the Corporate Authorities, to abate any portion of the Pledged Taxes levied to pay principal of and interest on Variable Rate Bonds, in the event and to the extent that the Chief Financial Officer shall determine that the collection of such Pledged Taxes will not be necessary to provide for the timely payment of the principal of and interest on such Variable Rate Bonds. The filing with the County Clerk of a certificate of abatement, signed by the President and the Chief Financial Officer, shall constitute due authorization for the County Clerk to effectuate such abatement.

SECTION 10. POWERS AS TO BONDS AND PLEDGE.

The County is duly authorized to pledge the Pledged Taxes and other moneys, securities and funds purported to be pledged by this Ordinance in the manner and to the extent provided in this Ordinance. The Pledged Taxes and other moneys, securities and funds so pledged are and will be free and clear of any pledge, lien, charge or encumbrance thereon or with respect thereto prior to, or of equal rank with, the pledge created by this Ordinance. The County shall at all times, to the extent permitted by law, defend, preserve and protect the pledge of the Pledged Taxes and other moneys, securities and funds pledged under this Ordinance and all the rights thereto of the Bondholders under this Ordinance against all claims and demands of all persons whomsoever.

SECTION 11. SALE OF THE BONDS; FORMS OF DOCUMENTS APPROVED.

The Chief Financial Officer is hereby authorized to sell all or any portion of the several series of the Bonds to the respective Underwriters from time to time on such terms as he may deem to be in the best interests of the County; provided that (a) the Purchase Price shall be at least ninety-eight percent (98%) of the proceeds of the Bonds (exclusive of any net original issue discount used in the marketing of the Bonds, not to exceed 10% of the principal amount thereof), plus accrued interest on the Bonds from their dated date to the date of their issuance, and (b) the aggregate amount of principal of and interest on and Maturity Amount of the Bonds (based, for Variable Rate Bonds, on the reasonable estimate of the Chief Financial Officer as hereinabove provided) in any year shall not exceed the aggregate amount levied therefor pursuant hereto plus capitalized interest, if any. The Bonds may be sold from time to time as the Chief Financial Officer shall determine that the proceeds of such sales are needed. Nothing contained in this Ordinance shall limit the sale of the Bonds or any maturity or maturities thereof at a price or prices in excess of the principal amount thereof.

Subsequent to each such sale of the Bonds, the Chief Financial Officer shall file in the office of the County Clerk a Bond Order directed to the Corporate Authorities identifying (i) the terms of the sale, (ii) the amount of the Bonds being sold as Capital Appreciation Bonds, Convertible CABs or Current Interest Bonds, (iii) the amount of Bonds being sold as Variable Rate Bonds and attaching the related Indenture or Indentures, (iv) the dated date of the Bonds sold, (v) the aggregate principal amount of Bonds sold, (vi) the principal amount of Bonds maturing and mandatorily redeemable in each year, (vii) the optional redemption provisions applicable to the Bonds sold, (viii) with respect to any Capital Appreciation Bonds being sold, the Original Principal Amounts of and Yields to Maturity on such Capital Appreciation Bonds and a table of Compound Accreted Values per $5,000 Compound Accreted Value at Maturity for such Capital Appreciation Bonds, setting forth the Compound Accreted Value of each such Capital Appreciation Bond on each semiannual compounding date, (ix) the interest rate or rates on any Current Interest Bonds sold, or, in the case of any series of Variable Rate Bonds the estimated rate used to determine the Pledged Taxes for such Variable Rate Bonds and a description (which shall be in the relevant Indenture therefor) of the methods of determining the interest rate applicable to such Variable Rate Bonds from time to time and the identity of any remarketing agent retained in connection with the issuance of Variable Rate Bonds, (x) the identity of any Insurer, (xi) the portion, if any, of the Bonds which are not Tax Exempt, (xii) the identity of any provider of a Credit Facility, and (xiii) the information regarding the title and series designation of the Bonds, together with any other matter authorized by this Ordinance to be determined by the Chief Financial Officer at the time of sale of the Bonds, and thereafter the Bonds so sold shall be duly prepared and executed in the form and manner provided herein and delivered to the respective Underwriters in accordance with the terms of sale.

Any Designated Officer and such other officers of the County as may be necessary are hereby authorized to execute such other documents, as may be necessary to implement the Projects and to effect the issuance and delivery of the Bonds, including but not limited to:

(a) those certain Contracts of Purchase by and between the County and the Underwriters, such contracts to be provided by Altheimer & Gray and William P. Tuggle, P.C., as co-Underwriters’ counsel, which forms shall be acceptable to the Chief Financial Officer and as customarily entered into by the County; and

(b) such certification and documentation as may be required by Chapman and Cutler, Chicago, Illinois, and Pugh, Jones & Johnson, P.C., Chicago, Illinois, as co-bond counsel, including, specifically, a tax agreement, to render their opinions as to the Tax Exempt status of the interest on any Tax Exempt Bonds;

and execution thereof by such officers is hereby deemed conclusive evidence of approval thereof with such changes, additions, insertions, omissions or deletions as such officers may determine, with no further official action of or direction by the Corporate Authorities.

The preparation, use and distribution of a preliminary official statement and an official statement relating to each sale and issuance of the Bonds are hereby ratified and approved. The President and Chief Financial Officer are each hereby authorized to execute and deliver an official statement relating to each sale and issuance of the Bonds on behalf of the County. The preliminary official statement and official statement herein authorized shall be in substantially the forms previously used for general obligation financings of the County with appropriate revisions to reflect the terms and provisions of the Bonds and to describe accurately the current condition of the County and the parties to the financing.

In connection with any sale of the Bonds, the President or the Chief Financial Officer is hereby authorized to obtain a Credit Facility with one or more financial institutions. The President or the Chief Financial Officer is hereby authorized to enter into a reimbursement agreement and to execute and issue a promissory note in connection with the provisions of each Credit Facility. Any Credit Facility and any reimbursement agreement shall be in substantially the form of the credit facilities and reimbursement agreements previously entered into by the County in connection with the sale of general obligation bonds or notes, but with such revisions in text as the President or the Chief Financial Officer shall determine are necessary or desirable, the execution thereof by the President or the Chief Financial Officer to evidence the approval by the Corporate Authorities of all such revisions. The annual fee paid to any financial institution that provides a Credit Facility shall not exceed three-quarters of one percent of the average principal amount of such Bonds outstanding during such annual period. The final form of reimbursement agreement entered into by the County with respect to the Bonds shall be attached to the notification of sale filed with the County Clerk pursuant to this section. Each such promissory note shall mature not later than the final maturity date of the Bonds and shall be a general obligation of the County for the payment of which, both principal and interest, the County pledges its full faith, credit and resources. Each such promissory note shall bear interest at a rate not exceeding 18 percent per annum. The President or the Chief Financial Officer is hereby authorized to execute and deliver each such reimbursement agreement, under the seal of the County affixed and attached by the County Clerk.

In connection with any sale of the Bonds, the President or the Chief Financial Officer is hereby authorized to obtain a policy of bond insurance from an Insurer if the Chief Financial Officer determines such bond insurance to be desirable in connection with such sale of the Bonds or any portion thereof. The President or Chief Financial Officer is hereby expressly authorized, on behalf of the County, to make such customary covenants and agreements with such Insurer as are not inconsistent with the provisions of this Ordinance.

The President or the Chief Financial Officer is hereby authorized to execute and deliver from time to time one or more agreements with counterparties selected by the Chief Financial Officer, the purpose of which is to hedge or manage the County’s interest cost with respect to the Bonds (or any portion thereof), or to reduce the County’s exposure to fluctuations in the interest rate or rates payable on the Bonds or to insure, protect or preserve its investments from any loss (including, without limitation, loss caused by fluctuations in interest rates, markets or in securities). The stated aggregate notional amount under all such agreements authorized hereunder shall not exceed the principal amount of the Bonds issued hereunder (net of offsetting transactions entered into by the County). Any such agreement to the extent practicable shall be in substantially the form of either the Local Currency - Single Jurisdiction version or the Multicurrency - Cross Border version of the 1992 ISDA Master Agreement accompanied by the U.S. Municipal Counterparty Schedule published by the International Swap Dealers Association (the “ISDA”) or any successor form to be published by the ISDA, and in the appropriate confirmations of transactions governed by that agreement, with such insertions, completions and modifications thereof as shall be approved by the officer of the County executing the same, his or her execution to constitute conclusive evidence of the Corporate Authorities’ approval of such insertions, completions and modifications thereof. Amounts payable by the County under any such agreement (being “Swap Payments”) shall constitute operating expenses of the County payable from any moneys, revenues, receipts, income, assets or funds of the County available for such purpose or be payable from the sources pledged to the payment of the Bonds, as the Chief Financial Officer may from time to time determine. Such amounts shall not constitute an indebtedness of the County for which its full faith and credit is pledged. Nothing contained in this Section shall limit or restrict the authority of the President or the Chief Financial Officer to enter into similar agreements pursuant to prior or subsequent authorization of the Corporate Authorities.

SECTION 12. CREATION OF FUNDS AND APPROPRIATIONS.

A. There is hereby created the “General Obligation Bonds, Series 2002, Bond Fund” (the “Bond Fund”), which shall be the fund for the payment of principal of and interest on and Maturity Amount of the Bonds. The Bond Fund shall be held and maintained as a separate and segregated account by the Trustee. Accounts within the Bond Fund may be created as necessary for any series of Bonds as specified in a relevant Bond Order or, for Variable Rate Bonds, as provided in a relevant Indenture. Accrued interest, capitalized interest and premium, if any, received upon delivery of the Bonds shall be deposited into the Bond Fund and be applied to pay first interest coming due on the Bonds.

The Pledged Taxes shall either be deposited into the Bond Fund and used solely and only for paying the principal of and interest on or Maturity Amount of the Bonds or be used to reimburse a fund or account from which advances to the Bond Fund may have been made to pay principal of or interest on or Maturity Amount of the Bonds prior to receipt of Pledged Taxes. Interest income or investment profit earned in the Bond Fund shall be retained in the Bond Fund for payment of the principal of and interest on Current Interest Bonds and Variable Rate Bonds and Maturity Amount of Capital Appreciation Bonds on the interest payment date next after such interest or profit is received or, to the extent lawful and as determined by the Chief Financial Officer, transferred to such other funds as may be determined. On or after April 1, 2005, capitalized interest, if any, deposited to and remaining in the Bond Fund for any Variable Rate Bonds shall be transferred to such other funds or accounts as the Chief Financial Officer shall determine.

B. The remaining proceeds of the Bonds shall be set aside in one or more separate funds of the County, hereby created, and designated as the “Public Safety Project Fund,” the “Health Fund Project Fund,” the “Corporate Project Fund,” the “Capital Equipment Project Fund,” the “Insurance Reserve Fund” and the “Working Cash Fund” (collectively, the “Project Funds”). Any Project Fund may further be divided into accounts and designated the “Series ______ Bonds Project Account”(an “Account”). The Project Funds shall be held and maintained as separate and segregated accounts by the Trustee. Moneys in the Project Funds may be withdrawn or may be transferred among the Project Funds by the County to pay the costs of the Projects upon requisition by the Chief Financial Officer or any other employee of the County designated by the Chief Financial Officer.

Alternatively, the Chief Financial Officer may allocate the proceeds of the Bonds to one or more related project funds or accounts of the County already in existence; provided, however, that this shall not relieve the County and such officer of the duty to account for the proceeds as if any Project Fund or Account were created as herein provided. The County by its Corporate Authorities reserves the right, as it becomes necessary from time to time, to change the purposes of expenditure of any Project Fund or its accounts, to change priorities, to revise cost allocations between expenditures and to substitute projects, in order to meet current needs of the County; subject, however, to the provisions of the Act and to the tax covenants of the County relating to the Tax Exempt status of interest on Tax Exempt Bonds.

C. The sum necessary, as determined by the Chief Financial Officer, of the principal proceeds of the Bonds shall be deposited into a separate and segregated fund, hereby created, to be known as the “Expense Fund” (the “Expense Fund”) and shall be used by the County to pay costs of issuance of the Bonds in accordance with normal County disbursement procedures. Any funds remaining to the credit of the Expense Fund on the date which is six months following the date of delivery of the Bonds shall be transferred to the County Treasurer for deposit into such fund or account of the County as the Chief Financial Officer may direct.

D. The moneys on deposit in the Bond Fund may be invested from time to time in Qualified Investments. Any such investments may be sold from time to time by the Trustee without further direction from the County as moneys may be needed for the purposes for which the Bond Fund has been created. The moneys on deposit in each Project Fund shall be invested in any lawful investment for County funds. In addition, the Chief Financial Officer shall direct the Trustee (which direction may be by facsimile transmission by the County to the Trustee and confirmed by facsimile transmission by the Trustee to the County) to sell such investments when necessary to remedy any deficiency in the Bond Fund, any Project Fund or any accounts created therein. All other investment earnings shall be attributed to the account for which the investment was made.

E. All moneys (not including securities) held by the Trustee subject to the provisions of this Section may be deposited by it, on demand or time deposit, in its banking department or with such banks, national banking associations, trust companies, savings banks or savings and loan associations, that are members of the Federal Deposit Insurance Corporation as may be designated by the President or the Chief Financial Officer. No such moneys shall be deposited with any such financial institution in an amount exceeding 50 percent of the amount that an officer of such financial institution shall certify to the Trustee and the Chief Financial Officer as the combined capital and surplus of such financial institution. No such moneys shall be deposited or remain on deposit with any such financial institution in excess of the amount insured or guaranteed by the Federal Deposit Insurance Corporation, unless (a) such financial institution shall have lodged with the trust department of the Trustee or with a Federal Reserve Bank or branch or, with the written approval of the Trustee and the Chief Financial Officer, pledged to some other financial institution for the benefit of the County and the holders of Bonds, as collateral security for the moneys deposited, Federal Obligations or Agency Obligations having a market value (exclusive of accrued interest) at least equal to 100 percent of the amount of such moneys, and (b) the Trustee shall have a perfected first lien in the Federal Obligations or Agency Obligations serving as collateral, and such Federal Obligations or Agency Obligations shall be free from all third party liens. The Trustee shall allow and credit interest on any such moneys held by it at such rate as it customarily allows upon similar funds of similar size and under similar conditions or as required by law. Interest in respect of moneys or on securities in any fund shall be credited in each case to the fund in which such moneys or securities are held.

F. The County may invest any moneys in a repurchase agreement. Each repurchase agreement shall meet the requirements of the Public Funds Investment Act of the State of Illinois, as amended, or be secured by Federal Obligations or Agency Obligations or obligations described in clause (d) of the definition of Qualified Investments having a market value, marked to market weekly, at least equal to 102 percent of the amount invested in the repurchase agreement plus accrued interest. The Trustee shall at all times have a first lien in such Federal Obligations or Agency Obligations perfected (i) by possession of certificated securities held by the Trustee or held by a third party acting on behalf of the Trustee if the Trustee is providing the collateral securities, or (ii) under the book-entry procedures specified in 31 Code of Federal Regulations 306.1 et seq. or 31 Code of Federal Regulations 350.0 et seq. The President or the Chief Financial Officer is hereby authorized to enter into, execute and deliver any investment or repurchase agreement authorized by this Ordinance, and any additional documents as shall be necessary to accomplish the purposes of any such agreement.

G. Other funds or accounts appropriate for Variable Rate Bonds, such as a purchase fund to accommodate demands for purchase of such Bonds and the remarketing of same to other Bond owners, may be created in the Indenture.

SECTION 13. GENERAL TAX COVENANTS.

A. NOT PRIVATE ACTIVITY BONDS.

None of the Tax Exempt Bonds is a “private activity bond” as defined in Section 141(a) of the Code. In support of such conclusion, the County certifies, represents and covenants as follows:

1. No more than five percent of the sale proceeds of each series of Tax Exempt Bonds, each considered separately, plus investment earnings thereon, will be used, directly or indirectly, in whole or in part, in any activity carried on by any person other than a state or local governmental unit.

2. The payment of more than five percent of the principal of or the interest on each series of the Tax Exempt Bonds, each considered separately, will not be, used, directly or indirectly (i) secured by any interest in (A) property used or to be used in any activity carried on by any person other than a state or local governmental unit or (B) payments in respect of such property or (ii) on a present value basis, derived from payments in respect of property, or borrowed money, used or to be used in any activity carried on by any person other than a state or local governmental unit.

3. No more than the lesser of five percent of the sale proceeds of each series of the Tax Exempt Bonds and investment earnings thereon or $5,000,000 will be or was used, directly or indirectly, to make or finance loans to any persons.

4. No user of any Project financed by Tax Exempt Bonds (collectively, the “Infrastructure”) other than a state or local governmental unit will use more than five percent of the Infrastructure, in the aggregate, on any basis other than the same basis as the general public; and no person other than a state or local governmental unit will be a user of more than five percent of the Infrastructure, in the aggregate, as a result of (i) ownership, (ii) actual or beneficial use pursuant to a lease or a management, service, incentive payment, research or output contract, or (iii) any other similar arrangement, agreement or understanding, whether written or oral.

5. The County has not and will not enter into any arrangement that conveys to any person, other than a state or local government unit, special legal entitlements to any portion of the Infrastructure that is available for use by the general public. No person, other than a state or local governmental unit, is receiving or will receive any special economic benefit from use of any portion of the Infrastructure that is not available for use by the general public.

6. No more than the lesser of five percent of the proceeds of each series of the Tax Exempt Bonds (each considered separately) or $5,000,000 have been or will be used to provide professional sports facilities. For purposes of this paragraph, the term “professional sports facilities” (i) means real property or related improvements used for professional sports exhibitions, games or training, regardless of whether the admission of the public or press is allowed or paid and (ii) includes any use of a facility that generates a direct or indirect monetary benefit (other than reimbursement for out-of-pocket expenses) for a person who uses such facilities for professional sport exhibitions, games or training.

B. PERTAINING TO REBATE.

The County further certifies and covenants as follows with respect to the requirements of Section 148(f) of the Code, relating to the rebate of “excess arbitrage profits” (the “Rebate Requirement”) to the United States:

1. Unless an applicable exception to the Rebate Requirement is available to the County will meet the Rebate Requirement.

2. Relating to applicable exceptions, any Designated Officer is hereby authorized to make such elections under the Code as either such officer shall deem reasonable and in the best interests of the County. If such election may result in a “penalty in lieu of rebate” as provided in the Code, and such penalty is incurred (the “Penalty”), then the County shall pay such Penalty.

3. The Designated Officers may cause to be established, at such time and in such manner as they may deem necessary or appropriate hereunder, a “2002 General Obligation Bonds Rebate [or Penalty, if applicable] Fund” (the “148 Compliance Fund”) for the Tax Exempt Bonds, and such officers shall further, not less frequently than annually, cause to be transferred to the 148 Compliance Fund the amount determined to be the accrued liability under the Rebate Requirement or Penalty. Said Designated Officers shall cause to be paid to the U.S., without further order or direction from the Corporate Authorities, from time to time as required, amounts sufficient to meet the Rebate Requirement or to pay the Penalty.

4. Interest earnings in the Bond Fund and any Project Fund are hereby authorized to be transferred, without further order or direction from the Corporate Authorities, from time to time as required, to the 148 Compliance Fund for the purposes herein provided; and proceeds of the Tax Exempt Bonds and other funds of the County are also hereby authorized to be used to meet the Rebate Requirement or to pay the Penalty, but only if necessary after application of investment earnings as aforesaid and only as appropriated by the Corporate Authorities.

SECTION 14. REGISTERED FORM.

The County recognizes that Section 149 of the Code requires Tax Exempt Bonds to be issued and to remain in fully registered form in order to be and remain Tax Exempt. In this connection, the County agrees that it will not take any action to permit Tax Exempt Bonds to be issued in, or converted into, bearer or coupon form.

SECTION 15. FURTHER TAX-EXEMPTION COVENANTS.

The County agrees to comply with all provisions of the Code which, if not complied with by the County, would cause Tax Exempt Bonds not to be Tax Exempt. In furtherance of the foregoing provisions, but without limiting their generality, the County agrees: (a) through its officers, to make such further specific covenants, representations as shall be truthful, and assurances as may be necessary or advisable; (b) to comply with all representations, covenants and assurances contained in certificates or agreements as may be prepared by counsel approving the Tax Exempt Bonds; (c) to consult with such counsel and to comply with such advice as may be given; (d) to file such forms, statements and supporting documents as may be required and in a timely manner; and (e) if deemed necessary or advisable by its officers, to employ and pay fiscal agents, financial advisors, attorneys and other persons to assist the County in such compliance.

The County also certifies and further covenants with the Underwriters and registered owners of the Tax Exempt Bonds from time to time outstanding that moneys on deposit in any fund or account in connection with the Tax Exempt Bonds, whether or not such moneys were derived from the proceeds of the sale of the Tax Exempt Bonds or from any other source, will not be used in a manner which will cause the Tax Exempt Bonds to be “arbitrage bonds” within the meaning of Code Section 148 and any lawful regulations promulgated thereunder, as the same presently exist or may from time to time hereafter be amended, supplemented or revised.

The County further covenants that it will not take any action, or omit to take any action or permit the taking or omission of any action within its control (including, without limitation, making or permitting any use of the proceeds of the Tax Exempt Bonds) if taking, permitting or omitting to take such action would cause any Tax Exempt Bond to be a private activity bond within the meaning of the Code or would otherwise cause interest on the Tax Exempt Bonds to be included in the gross income of the recipients thereof for federal income tax purposes.

SECTION 16. REIMBURSEMENT.

None of the proceeds of the Tax Exempt Bonds will be used to pay, directly or indirectly, in whole or in part, for an expenditure that has been paid by the County prior to the date hereof except architectural, engineering costs or construction costs incurred prior to commencement of any of the Projects or expenditures for which an intent to reimburse was properly declared under Treasury Regulations Section 1.150-2. This Ordinance is in itself a declaration of official intent under Treasury Regulations Section 1.150-2 as to all costs of the Projects paid after the date hereof and prior to issuance of the Bonds.

SECTION 17. OPINION OF COUNSEL EXCEPTION.

The County reserves the right to use or invest moneys in connection with the Bonds in any manner, notwithstanding the tax-related covenants set forth in Sections 13 through 16 herein, provided, that it shall first have received an opinion from an attorney or a firm of attorneys of nationally recognized standing as bond counsel to the effect that such use or investment as contemplated is valid and proper under applicable law and this Ordinance and that such use or investment will not adversely affect the Tax Exempt status of the Tax Exempt Bonds.

SECTION 18. FINANCING TEAM APPROVED.

The selection of the following party or parties in the capacities as indicated is hereby ratified and approved:

CAPACITY	PARTY OR PARTIES
Trustee	Amalgamated Bank of Chicago
Series 2002A Underwriters Series 2002B Underwriters	Jackson Securities, Inc. George K. Baum & Co. Podesta & Co. Lehman Brothers William Blair & Company SBK‑Brooks Investment Corp.
Series 2002C Underwriters	LaSalle Capital Markets, Inc., A Division of ABN AMRO Financial Services, Inc. Salomon Smith Barney Loop Capital Apex Securities Banc One Capital Markets, Inc. Siebert, Brandford & Shank
Co-Bond Counsel	Chapman and Cutler Pugh, Jones & Johnson, P.C.
Co-Financial Advisors	A.C. Advisory, Inc. Davis Financial, Inc.
Co-Underwriters’ Counsel	Altheimer & Gray William P. Tuggle, P.C.

SECTION 19. INDENTURE.

Any Indenture for Variable Rate Bonds shall conform as fully as may be practicable to the provisions of Sections 20 to 46, inclusive, hereof, but need not be identical, giving effect to the unique features of such Bonds.

SECTION 20. PAYMENT AND DISCHARGE; REFUNDING.

Variable Rate Bonds shall be subject to payment, provision for payment and defeasance as provided in a relevant Indenture. Current Interest Bonds and Capital Appreciation Bonds may be discharged, payment provided for, and the County’s liability terminated as follows:

(a) Discharge of Indebtedness. If (i) the County shall pay or cause to be paid to the registered owners of the Bonds the principal, premium, if any, and interest, in the case of Current Interest Bonds, and the Maturity Amount, in the case of Capital Appreciation Bonds, to become due thereon at the times and in the manner stipulated therein and herein, (ii) all fees and expenses of the Trustee shall have been paid, and (iii) the County shall keep, perform and observe all and singular the covenants and promises in the Bonds and in this Ordinance expressed as to be kept, performed and observed by it or on its part, then these presents and the rights hereby granted shall cease, determine and be void. If the County shall pay or cause to be paid to the registered owners of all Outstanding Bonds of a particular series, or of a particular maturity within a series, the principal, premium, if any, and interest, in the case of Current Interest Bonds, and the Maturity Amount, in the case of Capital Appreciation Bonds, to become due thereon at the times and in the manner stipulated therein and herein, such Bonds shall cease to be entitled to any lien, benefit or security under the Ordinance, and all covenants, agreements and obligations of the County to the holders of such Bonds shall thereupon cease, terminate and become void and discharged and satisfied.

(b) Provision for Payment. Bonds for the payment or redemption or prepayment of which sufficient monies or sufficient Defeasance Obligations shall have been deposited with the Trustee or an escrow agent having fiduciary capacity (whether upon or prior to the maturity or the redemption date of such Bonds) shall be deemed to be paid within the meaning of this Ordinance and no longer outstanding under this Ordinance; provided, however, that if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been duly given as provided in this Ordinance or arrangements satisfactory to the Trustee shall have been made for the giving thereof. Defeasance Obligations shall be considered sufficient only if said investments mature and bear interest in such amounts and at such times as will assure sufficient cash to pay currently maturing interest, principal or Maturity Amount, as applicable, and redemption premiums if any when due on the Bonds without rendering the interest on any Bonds taxable under the Code.

The County may at any time surrender to the Trustee for cancellation by it any Bonds previously authenticated and delivered hereunder, which the County may have acquired in any manner whatsoever, and such Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired.

(c) Termination of County’s Liability. Upon the discharge of indebtedness under paragraph (a) hereof, or upon the deposit with the Trustee of sufficient money and Defeasance Obligations (such sufficiency being determined as provided in paragraph (b) hereof) for the retirement of any particular Bond or Bonds, all liability of the County in respect of such Bond or Bonds shall cease, determine and be completely discharged and the holders thereof shall thereafter be entitled only to payment out of the money and the proceeds of the Defeasance Obligations deposited with aforesaid for their payment.

SECTION 21. DUTIES OF TRUSTEE.

(a) Subject to a different provision in an Indenture for Variable Rate Bonds, the Trustee shall exercise its rights and powers and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b) Subject to a different provision in an Indenture for Variable Rate Bonds, the Trustee need perform only those duties that are specifically set forth in this Ordinance and no others. In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Ordinance. However, the Trustee shall examine the certificates and opinions to determine whether they conform to the requirements of this Ordinance.

(c) Subject to a different provision in an Indenture for Variable Rate Bonds, the Trustee may not be relieved from liability for its own gross negligent action, its own gross negligent failure to act or its own willful misconduct, except that:

(1) this paragraph does not limit the effect of paragraph (b) of this Section,

(2) the Trustee shall not be liable for any error of judgment made in good faith by a responsible officer of the Trustee, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts,

(3) no provision of this Ordinance shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(d) Subject to a different provision in an Indenture for Variable Rate Bonds, every provision of this Ordinance that in any way relates to the Trustee is subject to all the paragraphs of this Section.

(e) Subject to a different provision in an Indenture for Variable Rate Bonds, the Trustee may refuse to perform any duty or exercise any right or power, or to make any payment on any Bond to any holder of such Bond, unless it receives indemnity satisfactory to it against any loss, liability or expense.

(f) Subject to a different provision in an Indenture for Variable Rate Bonds, the Trustee shall not be liable for interest on any cash held by it except as the Trustee may agree with the County or as set forth herein.

SECTION 22. RIGHTS OF TRUSTEE.

Subject to the foregoing Section and subject to a different provision in an Indenture for Variable Rate Bonds:

(a) The Trustee may rely on any document reasonably believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require a certificate of an appropriate officer or officers of the County or an opinion of counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the certificate or opinion of counsel.

(c) The Trustee may act through agents or co-trustees and shall not be responsible for the misconduct or negligence of any agent or co-trustee appointed with due care.

SECTION 23. INDIVIDUAL RIGHTS OF TRUSTEE.

The Trustee in its individual or any other capacity may become the owner or pledgee of Bonds and may otherwise deal with the County with the same rights it would have if it were not Trustee. Any paying agent may do the same with like rights.

SECTION 24. TRUSTEE’S DISCLAIMER.

The Trustee makes no representation as to the validity or adequacy of this Ordinance or the Bonds; it shall not be accountable for the County’s use of the proceeds from the Bonds paid to the County, and it shall not be responsible for any statement in the Bonds other than its certificate of authentication.

SECTION 25. ELIGIBILITY OF TRUSTEE.

This Ordinance and any Indenture shall always have a Trustee that is a commercial bank with trust powers or a trust company organized and doing business under the laws of the United States or any state or the District of Columbia, is authorized under such laws and the laws of the State to exercise corporate trust powers and is subject to supervision or examination by United States or State authority. If at any time the Trustee ceases to be eligible in accordance with this Section, the Trustee shall resign immediately as set forth in Section 26.

SECTION 26. REPLACEMENT OF TRUSTEE.

Subject to a different provision in an Indenture for Variable Rate Bonds, the Trustee may resign with thirty (30) days’ written notice to the County, effective upon the execution, acknowledgment and delivery by a successor Trustee to the County of appropriate instruments of succession. Provided that no Event of Default shall have occurred and be continuing, the County may remove the Trustee and appoint a successor Trustee at any time by an instrument or concurrent instruments in writing delivered to the Trustee; provided, however, that the holders of a majority in aggregate principal amount of Bonds outstanding at the time may at any time remove the Trustee and appoint a successor Trustee by an instrument or concurrent instrument in writing signed by such Bondholders, and further provided that any conflict between the County and such holders regarding such removal and appointment shall be resolved in favor of such holders. Such successor Trustee shall be a corporation authorized under applicable laws to exercise corporate trust powers and may be incorporated under the laws of the United States or of the State. Such successor Trustee shall in all respects meet the requirements set forth in Section 25 hereof.

Subject to a different provision in an Indenture for Variable Rate Bonds, if the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the County shall promptly appoint a successor Trustee.

Subject to a different provision in an Indenture for Variable Rate Bonds, a successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the County. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee; the resignation or removal of the retiring Trustee shall then (but only then) become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Ordinance and the relevant Indenture.

Subject to a different provision in an Indenture for Variable Rate Bonds, if a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the County or the registered owners a majority in principal amount of the Bonds then outstanding may petition any court of competent jurisdiction for the appointment of a successor Trustee.

SECTION 27. SUCCESSOR TRUSTEE BY MERGER.

Subject to a different provision in an Indenture for Variable Rate Bonds, if the Trustee consolidates with, merges or converts into, or transfers all or substantially all its assets (or, in the case of a bank or trust company, its corporate trust assets) to, another corporation, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee.

SECTION 28. COMPENSATION.

All reasonable fees and expenses of the Trustee shall be paid by the County from cash on hand and lawfully available.

SECTION 29. DEFINITION OF EVENTS OF DEFAULT; REMEDIES.

Subject to a different provision in an Indenture for Variable Rate Bonds, if one or more of the following events, herein called “Events of Default”, shall happen, that is to say, in case:

(i) default shall be made in the payment of the principal of or redemption premium, if any, or the Maturity Amount on any Outstanding Bond when the same shall become due and payable, either at maturity or by proceedings for redemption or otherwise; or

(ii) default shall be made in the payment of any installment of interest on any Outstanding Bond when and as such installment of interest shall become due and payable; or

(iii) the County shall (l) commence a voluntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or state bankruptcy, insolvency or other similar law, (2) make an assignment for the benefit of its creditors, (3) consent to the appointment of a receiver of itself or of the whole or any substantial part of its property, or (4) be adjudicated a bankrupt or any petition for relief shall be filed in respect of an involuntary case under the Federal bankruptcy laws, as now or hereafter constituted, or any other applicable Federal or state bankruptcy, insolvency or other similar law and such order continue in effect for a period of 60 days without stay or vacation; or

(iv) a court of competent jurisdiction shall enter an order, judgment or decree appointing a receiver of the County, or of the whole or any substantial part of its property, or approving a petition seeking reorganization of the County under the Federal bankruptcy laws or any other applicable Federal or state law or statute and such order, judgment or decree shall not be vacated or set aside or stayed within 60 days from the date of the entry thereof; or

(v) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the County or of the whole or any substantial part of its property, and such custody or control shall not be terminated or stayed within 60 days from the date of assumption of such custody or control;

then in each and every such case the Trustee may, and upon the written request of the registered owners of twenty-five percent (25%) in principal amount of the Bonds (measured by principal amount of Current Interest Bonds and Variable Rate Bonds and by the then Compound Accreted Value of Capital Appreciation Bonds) affected by the Event of Default and then outstanding hereunder shall, proceed to protect and enforce its rights and the rights of the holders of the Bonds by a suit, action or special proceeding in equity or at law, by mandamus or otherwise, either for the specific performance of any covenant or agreement contained herein or in aid or execution of any power herein granted or for any enforcement of any proper legal or equitable remedy as the Trustee, being advised by counsel, shall deem most effectual to protect and enforce the rights aforesaid.

During the continuance of an Event of Default, all Pledged Taxes received by the Trustee under this Ordinance from the County shall be applied by the Trustee in accordance with the terms of Section 37 of this Ordinance.

SECTION 30. NOTICES OF DEFAULT; UNDER ORDINANCE.

Subject to a different provision in an Indenture for Variable Rate Bonds, promptly after the occurrence of an Event of Default or the occurrence of an event which, with the passage of time or the giving of notice or both, would constitute an Event of Default, the Trustee shall mail to the Bondholders at the address shown on the Bond Register, the Insurer, and also directly to any beneficial owner of $500,000 or more in aggregate principal amount of Current Interest Bonds or Variable Rate Bonds or Original Principal Amount of Capital Appreciation Bonds then Outstanding at such address as the Trustee shall obtain from the Depository, notice of all Events of Default or such events known to the Trustee unless such defaults or prospective defaults shall have been cured before the giving of such notice.

SECTION 31. TERMINATION OF PROCEEDINGS BY TRUSTEE.

Subject to a different provision in an Indenture for Variable Rate Bonds, in case any proceedings taken by the Trustee on account of any default shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then and in every such case the County, the Trustee, the Bondholders shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies and powers of the Trustee shall continue as though no such proceeding had been taken.

SECTION 32. RIGHT OF HOLDERS TO CONTROL PROCEEDINGS.

Subject to the provisions of any Commitment, and subject to a different provision in an Indenture for Variable Rate Bonds, anything in this Ordinance to the contrary notwithstanding, the registered owners of a majority in principal amount of the Bonds (measured by principal amount of Current Interest Bonds and Variable Rate Bonds and by the then Compound Accreted Value of Capital Appreciation Bonds) then outstanding shall have the right, by an instrument in writing executed and delivered to the Trustee, to direct the method and place of conducting all remedial proceedings to be taken by the Trustee hereunder in respect of the Bonds, respectively; provided that such direction shall not be otherwise than in accordance with law and the Trustee shall be indemnified to its satisfaction against the costs, expenses and liabilities to be incurred therein or thereby.

SECTION 33. RIGHT OF HOLDERS TO INSTITUTE SUIT.

Subject to the provisions of any Commitment, and subject to a different provision in an Indenture for Variable Rate Bonds, no holder of any of the Bonds shall have any right to institute any suit, action or proceeding in equity or at law for the execution of any trust hereunder, or for any other remedy hereunder or on the Bonds unless such holder previously shall have given to the Trustee written notice of an Event of Default as hereinabove provided, and unless also the registered owners of twenty-five percent (25%) in principal amount of the Bonds (measured by principal amount of Current Interest Bonds and Variable Rate Bonds and by the then Compound Accreted Value of Capital Appreciation Bonds) then outstanding shall have made written request of the Trustee after the right to exercise such powers, or right of action, as the case may be, shall have accrued, and shall have afforded the Trustee a reasonable opportunity either to proceed to exercise the powers hereinbefore granted, or to institute such action, suit, or proceeding in its name; and unless, also, there shall have been offered to the Trustee security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee shall have refused or neglected to comply with such request within a reasonable time; and such notification, request and offer of indemnity are hereby declared in every such case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of this Ordinance or for any other remedy hereunder; it being understood and intended that no one or more holders of the Bonds shall have any right in any manner whatever by his, her or their action to affect, disturb or prejudice the security of this Ordinance, or to enforce any right hereunder, except in the manner herein provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all holders of the outstanding Bonds, respectively.

Nothing in this Section contained shall, however, affect or impair the right of any Bondholder, which is absolute and unconditional, to enforce the payment of the principal of and redemption premium, if any, and interest on his or her Bonds, respectively, out of the Bond Fund, or the obligation of the County to pay the same, at the time and place in the Bonds expressed.

SECTION 34. SUITS BY TRUSTEE.

All rights of action under this Ordinance, or under any of the Bonds, enforceable by the Trustee, may be enforced by it without the possession of any of the Bonds or the production thereof at the trial or other proceeding relative thereto, and any such suit, or proceeding, instituted by the Trustee shall be brought in its name for the ratable benefit of the holders of the Bonds affected by such suit or proceeding, subject to the provisions of this Ordinance.

SECTION 35. REMEDIES CUMULATIVE.

No remedy herein conferred upon or reserved to the Trustee, the Bondholders, or to the Insurer is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute.

SECTION 36. WAIVER OF DEFAULT.

No delay or omission of the Trustee or of any Bondholder to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver of any such default, or an acquiescence therein; and every power and remedy given by this Section to the Trustee and the Bondholders, respectively, may be exercised from time to time, and as often as may be deemed expedient. In the event any Event of Default shall be waived by the Bondholders or the Trustee, such waiver shall be limited to the particular Event of Default so waived and shall not be deemed to waive any other Event of Default hereunder.

SECTION 37. APPLICATION OF MONIES AFTER DEFAULT.

Subject to a different provision in an Indenture for Variable Rate Bonds, and subject to any Commitment, the County covenants that if an Event of Default shall happen and shall not have been remedied, the Trustee shall apply all monies, securities and funds received by the Trustee pursuant to any right given or action taken under the provisions of this Article as follows:

(1) First, to the payment of all reasonable costs and expenses of collection, fees, and other amounts due to the Trustee hereunder; and thereafter,

(2) Second, to the payment of amounts, if any, payable to the United States Treasury pursuant to any Tax Agreement;

(3) All such monies shall be applied as follows:

(A) first, to the payment to the persons entitled thereto of all installments of interest on Outstanding Bonds then due, in the order of the maturity of such installments, and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or preference;

(B) second, to the payment to the persons entitled thereto of the unpaid principal or then current Compound Accreted Value of and premium, if any, on any of the Outstanding Bonds which shall have become due (other than Bonds matured or called for redemption for the payment of which monies are held pursuant to the provisions of this Ordinance), in the order of their due dates, with interest upon such Outstanding Current Interest Bonds from the respective dates upon which they became due, and, if the amount available shall not be sufficient to pay in full Outstanding Bonds due on any particular date, together with such premium, then to the payment ratably according to the amount of principal and premium due on such date, and then to the payment of such principal or then current Compound Accreted Value ratably according to the amount of such principal due on such date, to the persons entitled thereto without any discrimination or preference; and

Whenever monies are to be applied by the Trustee pursuant to the provisions of this paragraph, such monies shall be applied by the Trustee at such times, and from time to time, as the Trustee in its sole discretion shall determine, having due regard to the amount of such monies available for application and the likelihood of additional monies becoming available for such application in the future. The deposit of such monies with the paying agents, or otherwise setting aside such monies, in trust for the proper purpose, shall constitute proper application by the Trustee; and the Trustee shall incur no liability whatsoever to the County to any Bondholder or to any other person for any delay in applying any such funds, so long as the Trustee acts with reasonable diligence, having due regard to the circumstances, and ultimately applies the same in accordance with such provisions of this Ordinance as may be applicable at the time of application by the Trustee. Whenever the Trustee shall exercise such discretion in applying such funds, it shall fix the date (which shall be an interest payment date unless the Trustee shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal paid on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the fixing of any such date and of the endorsement to be entered on each Bond on which payment shall be made, and shall not be required to make payment to the holder of any unpaid Bond until such Bond shall be presented to the Trustee for appropriate endorsement, or some other procedure deemed satisfactory by the Trustee.

SECTION 38. THIS ORDINANCE A CONTRACT.

The provisions of this Ordinance shall constitute a contract between the County and the registered owners of the Bonds, and no changes, additions or alterations of any kind shall be made hereto, except as herein provided.

SECTION 39. SUPPLEMENTAL ORDINANCES.

Supplemental ordinances may be passed as follows:

(a) Supplemental Ordinances Not Requiring Consent of Bondholders. The County by the Corporate Authorities, and the Trustee from time to time and at any time, subject to the conditions and restrictions in this Ordinance and any Commitment contained, may pass and accept an ordinance or ordinances supplemental hereto, which ordinance or ordinances thereafter shall form a part hereof, for any one or more of the following purposes:

(i) To add to the covenants and agreements of the County in this Ordinance contained, other covenants and agreements thereafter to be observed or to surrender, restrict or limit any right or power herein reserved to or conferred upon the County;

(ii) To make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Ordinance, or in regard to matters or questions arising under this Ordinance, as the County may deem necessary or desirable and not inconsistent with this Ordinance and which in the opinion of the Trustee shall not adversely affect the interests of the registered owners of the Bonds;

(iii) To designate one or more tender or similar agents of the Trustee, bond registrars or paying agents;

(iv) To comply with the provisions of Section 20 hereof when money and the Defeasance Obligations designated therein sufficient to provide for the retirement of Bonds shall have been deposited with the Trustee; and

(v) as to Bonds which are authorized but unissued hereunder to change in any way the terms upon which such Bonds may be issued or secured.

Any supplemental ordinance authorized by the provisions of this Section may be passed by the County and accepted by the Trustee without the consent of or notice to the registered owners of any of the Bonds at the time outstanding, but with notice to the Insurer, notwithstanding any of the provisions of paragraph (b) of this Section, but the Trustee shall not be obligated to accept any such supplemental ordinance which affects the Trustee’s own rights, duties or immunities under this Ordinance or otherwise.

(b) Supplemental Ordinances Requiring Consent of Bondholders. With the consent (evidenced as provided in Section 43) of the registered owners of not less than a majority in aggregate principal amount of the Bonds, at the time outstanding, and subject to any Commitment, the County, by the Corporate Authorities may pass, and the Trustee may accept from time to time and at any time an ordinance or ordinances supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Ordinance or of any supplemental ordinance; provided that no such modification or amendment shall extend the maturity or reduce the interest rate on or otherwise alter or impair the obligation of the County to pay the principal, interest or redemption premium, if any, at the time and place and at the rate and in the currency provided therein of any Bond, without the express consent of the registered owner of such Bond or permit the creation of a preference or priority of any Bond or Bonds over any other Bond or Bonds, or reduce the percentage of Bonds, respectively, required for the affirmative vote or written consent to an amendment or modification, or deprive the registered owners of the Bonds (except as aforesaid) of the right to payment of the Bonds from the Pledged Taxes without the consent of the registered owners of all the Bonds then outstanding. Upon receipt by the Trustee of a certified copy of such ordinance and upon the filing with the Trustee of evidence of the consent of Bondholders as aforesaid, the Trustee shall accept unless such supplemental ordinance affects the Trustee’s own rights, duties or immunities under this Ordinance or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, accept such supplemental ordinance.

It shall not be necessary for the consent of the Bondholders under this paragraph to approve the particular form of any proposed supplemental ordinance, but it shall be sufficient if such consent shall approve the substance thereof.

Promptly after the passage by the County and the acceptance by the Trustee of any supplemental ordinance pertaining to the Bonds pursuant to the provisions of this paragraph, the County shall publish a notice, setting forth in general terms the substance of such supplemental ordinance, at least once in a financial newspaper or journal printed in the English language, customarily published on each business day and of general circulation among dealers in municipal securities in the City of New York, New York. If, because of temporary or permanent suspension of the publication or general circulation of any financial newspaper or journal or for any other reason it is impossible or impractical to publish such notice of supplemental ordinance in the manner herein provided, then such publication in lieu thereof as shall be made with the approval of the Trustee shall constitute sufficient publication of notice. Any failure of the County to given such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such supplemental ordinance.

(c) Supplemental Ordinance to Modify this Ordinance. Upon the execution of any supplemental ordinance pursuant to the provisions of this Section, this Ordinance shall be modified and amended in accordance therewith and the respective rights, duties and obligations under this Ordinance of the County, the Trustee and all registered owners of Bondholders, respectively, outstanding thereunder shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendments, and all the terms and conditions of any such supplemental ordinance shall be and be deemed to be part of the terms and conditions of this Ordinance for any and all purposes.

(d) Trustee May Rely Upon Opinion of Counsel Re: Supplemental Ordinance. The Trustee may receive an opinion of counsel as conclusive evidence that any supplemental ordinance executed pursuant to the provisions of this Section complies with the requirements of this Section.

(e) Notation. Bonds authenticated and delivered after the execution of any supplemental ordinance pursuant to the provisions of this Section may bear a notation, in form approved by the Trustee, as to any matter provided for in such supplemental ordinance, and if such supplemental ordinance shall so provide, new bonds, so modified as to conform, in the opinion of the Trustee and the Corporate Authorities, to any modification of this Ordinance contained in any such supplemental ordinance, may be prepared by the County, authenticated by the Trustee and delivered without cost to the registered owners of the Bonds then outstanding, upon surrender for cancellation of such Bonds in equal aggregate principal amounts.

SECTION 40. EFFECT OF CONSENTS.

After an amendment or supplement to this Ordinance becomes effective, it will bind every Bondholder. For purposes of determining the total number of Bondholders’ consents, each Bondholder’s consent will be effective with respect to the Bondholder who consented to it and each subsequent holder of a Bond or portion of a Bond evidencing the same debt as the consenting holder’s Bond.

SECTION 41. SIGNING BY TRUSTEE OF AMENDMENTS AND SUPPLEMENTS.

The Trustee will sign any amendment or supplement to the Ordinance or the Bonds authorized hereunder if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may, but need not, sign it. In signing an amendment or supplement, the Trustee will be entitled to receive and (subject to Section 21 of this Ordinance) will be fully protected in relying on an opinion of counsel stating that such amendment or supplement is authorized by this Ordinance.

SECTION 42. NOTICES.

(a) Subject to a different provision in an Indenture for Variable Rate Bonds, any notice, request, direction, designation, consent, acknowledgment, certification, appointment, waiver or other communication required or permitted by this Ordinance or the Bonds must be in writing except as expressly provided otherwise in this Ordinance or the Bonds.

(b) Subject to a different provision in an Indenture for Variable Rate Bonds, any notice or other communication shall be sufficiently given and deemed given when delivered by hand or mailed by first-class mail, postage prepaid, addressed as follows: if to the County, to the County of Cook, Illinois, 118 North Clark Street, Room 500, Chicago, Illinois 60602, Attention: Chief Financial Officer; if to the Trustee, to Amalgamated Bank of Chicago, One West Monroe Street, Chicago, Illinois 60603, Attention: Corporate Trust Administration. Any addressee may designate additional or different addresses for purposes of this Section.

(c) Subject to a different provision in an Indenture for Variable Rate Bonds, any notice or other communication required to any Bondholder shall be sufficiently given and deemed given when delivered by hand or mailed by first-class mail, postage prepaid, addressed to such Bondholder at the address set forth in the Bond Register.

(d) Any notice or other communication required to be given directly to any beneficial owner of $500,000 or more in aggregate principal amount of Bonds then outstanding shall be sufficiently given and deemed given when delivered by hand or mailed by first-class mail, postage prepaid, to such beneficial owner at the address provided by the Depository.

SECTION 43. BONDHOLDERS’ CONSENTS.

Subject to a different provision in an Indenture for Variable Rate Bonds, any consent or other instrument required by this Ordinance to be signed by Bondholders may be in any number of concurrent documents and may be signed by a Bondholder by the holder’s agent appointed in writing. Proof of the execution of such instrument or of the instrument appointing an agent and of the ownership of Bonds, if made in the following manner, shall be conclusive for any purposes of this Ordinance with regard to any action taken by the Trustee under the instrument:

(a) The fact and date of a person’s signing an instrument may be proved by the certificate of any officer in any jurisdiction who by law has power to take acknowledgments within that jurisdiction that the person signing the writing acknowledged before the officer the execution of the writing, or by an affidavit of any witness to the signing.

(b) The fact of ownership of Bonds, the amount or amounts, numbers and other identification of such Bonds and the date of holding shall be proved by the registration books kept pursuant to this Ordinance.

Any action, consent or other instrument shall be irrevocable and shall bind any subsequent owner of such Bond or any Bond delivered in substitution therefor.

For purposes of determining consent under this Ordinance of holders of the Bonds, the outstanding principal amount of the Bonds shall be deemed to exclude the Bonds owned by or under the control of the County.

SECTION 44. LIMITATION OF RIGHTS.

Nothing expressed or implied in this Ordinance or the Bonds shall give any person other than the Trustee, the County, or the Bondholders any right, remedy or claim under or with respect to this Ordinance.

SECTION 45. PARTIAL INVALIDITY.

If any section, paragraph, clause or provision of this Ordinance shall be held invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the other provisions of this Ordinance.

SECTION 46. LIST OF BONDHOLDERS.

The Trustee shall maintain a list of the names and addresses of the holders of all Bonds and upon any transfer shall add the name and address of the new Bondholder and eliminate the name and address of the transferor Bondholder.

SECTION 47. RIGHTS AND DUTIES OF TRUSTEE.

If requested by the Trustee, the President and County Clerk of the County are authorized to execute the Trustee’s standard form of agreement between the County and the Trustee with respect to the obligations and duties of the Trustee as Bond Registrar hereunder which may include the following:

(a) to act as bond registrar, authenticating agent, paying agent and transfer agent as provided herein;

(b) to maintain a list of Bondholders as set forth herein and to furnish such list to the County upon request, but otherwise to keep such list confidential;

(d) to cancel and/or destroy Bonds which have been paid at maturity or upon earlier redemption or submitted for exchange or transfer;

(e) to furnish the County at least annually a certificate with respect to Bonds cancelled and/or destroyed; and

(f) to furnish the County at least annually an audit confirmation of Bonds paid, Bonds Outstanding and payments made with respect to interest on the Bonds.

The County Clerk of the County is hereby directed to file a certified copy of this Ordinance with the Trustee.

SECTION 48. PRIOR INCONSISTENT PROCEEDINGS.

All ordinances, resolutions, motions or orders, or parts thereof, in conflict with the provisions of this Ordinance, are to the extent of such conflict hereby repealed.

SECTION 49. IMMUNITY OF OFFICERS AND EMPLOYEES OF COUNTY.

No recourse shall be had for the payment of the principal of or premium or interest on any of the Bonds or for any claim based thereon or upon any obligation, covenant or agreement in this Ordinance contained against any past, present or future elected or appointed officer, director, member, employee or agent of the County, or of any successor public corporation, as such, either directly or through the County or any successor public corporation, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such elected or appointed officers, directors, members, employees or agents as such is hereby expressly waived and released as a condition of and consideration for the passage of this Ordinance and the issuance of such Bonds.

SECTION 50. CONTINUING DISCLOSURE UNDERTAKINGS.

The Designated Officers are hereby authorized to execute and deliver one or more Continuing Disclosure Undertakings, each in customary form, to effect compliance with Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934. When any Continuing Disclosure Undertaking is executed and delivered on behalf of the County, it will be binding on the County and the officers, agents, and employees of the County, and the same are hereby authorized and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of such Continuing Disclosure Undertaking as executed and delivered. Notwithstanding any other provisions hereof, the sole remedies for failure to comply with any Continuing Disclosure Undertaking shall be the ability of the beneficial owner of any Bond to seek mandamus or specific performance by court order, to cause to the County to comply with its obligations thereunder.

SECTION 51. PASSAGE AND APPROVAL.

PRESENTED, PASSED, APPROVED AND RECORDED by The County of Cook, Illinois, a home rule unit of government, this 21st day of February, 2002.

JOHN H. STROGER, JR., President

Cook County Board of Commissioners

(S E A L)

Attest: DAVID ORR, County Clerk