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HomeMy WebLinkAboutA022 - First Supplemental Indenture of Trust Mary Greeley, I"Supp Indenture 4816-8038-6570\1 8/8/2011 FIRST SUPPLEMENTAL INDENTURE OF TRUST Dated as of October 1, 2011 Among CITY OF AMES, IOWA as the "Issuer" and Wells Fargo Bank,National Association as the "Trustee" and"Paying Agent/Registrar" and Mary Greeley Medical Center as the "Hospital" Relating To The Issuance of the Issuer's Hospital Revenue Bonds (Mary Greeley Medical Center), Series 2011 DORSEY & WHITNEY LLP 801 GRAND, SUITE 3900 DES MOINES, IA 50309-2790 (515) 283-1000 FAX: (515) 283-1060 Mary Greeley, I°Supp Indenture 4 816-803 8-65 70\1 8/8120 1 1 TABLE OF CONTENTS This Table of Contents is not a part of this First Supplemental Indenture of Trust and is provided only for convenience of reference. ARTICLE I DEFINITIONS.................................................................................................................................3 Section 1.01. Definitions....................................................................................................3 Section 1.02. Interpretation................................................................................................4 ARTICLE 11 THE SERIES 2011 BONDS............................................................................................................5 Section 2.01. Authorization of Series 2011 Bonds............................................................5 Section 2.02. Terms of the Series 2011 Bonds..................................................................5 Section 2.03. Form of the Series 2011 Bonds....................................................................6 Section 2.04. Execution of the Series 2011 Bonds............................................................6 ARTICLE III ISSUANCE OF SERIES 2011 BONDS; APPLICATION OF PROCEEDS..................................8 Section 3.01. Issuance of the Series 2011 Bonds...............................................................8 Section 3.02. Application of Proceeds of the Series 2011 Bonds and Other Funds..........8 Section3.03. Project Fund.................................................................................................8 ARTICLE IV REDEMPTION OF SERIES 2011 BONDS..................................................................................10 Section 4.01. Terms of Redemption of Series 2011 Bonds.............................................10 Section 4.02. Partial Redemption of Series 2011 Bonds. ................................................10 Section 4.03. Purchase in Lieu of Redemption................................................................I I Section 4.04. Bond Sinking Fund Deposits—Mandatory Deposits.................................I I ARTICLE V DEPOSITSTO FUNDS ................................................................................................................13 Section 5.01. Interest Fund. .............................................................................................13 Section 5.02. Bond Sinking Fund. ...................................................................................13 Section 5.03. Debt Service Reserve Fund........................................................................13 Section 5.04. Series 2011 Rebate Fund. ..........................................................................14 ARTICLE VI FORM OF SERIES 2011 BONDS ................................................................................................15 Section 6.01. Form of Series 2011 Bonds........................................................................15 - i - Mary Greeley, V Supp Indenture 4816-8038-6570\1 8/8/2011 ARTICLE VII MISCELLANEOUS........................................................................................................................I Section 7.01. Limitation of Rights to Parties and Bond Owners.......................................I Section 7.02. Severability of Invalid Provisions........................................... Section 7.03. Applicable Provisions of Law......................................................................I Section 7.04. Execution in Several Counterparts...............................................................I - ii - Mary Greeley, I"Supp Indenture 4816-8038-6570\1 8/8/2011 FIRST SUPPLEMENTAL INDENTURE OF TRUST THIS FIRST SUPPLEMENTAL INDENTURE OF TRUST, made and dated as of October 1, 2011 (the "First Supplemental Indenture"), by and among the City of Ames, Iowa(the "Issuer"), Wells Fargo Bank, National Association (formerly Wells Fargo Bank Iowa, National Association), as trustee (the"Trustee") and paying agent/registrar(the"Paying Agent/Registrar") and Mary Greeley Medical Center(the "Hospital'). WITNESSETH: WHEREAS, the Hospital is a hospital and "city enterprise" organized and existing under the laws of the State of Iowa; and WHEREAS, the Hospital has undertaken a hospital improvement project to expand and remodel portions of its existing Hospital Facilities (the"Project'); and WHEREAS, pursuant to that certain Indenture of Trust dated as of June 1, 2003 (the "Original Indenture") between the Issuer, the Hospital and the Trustee, the Issuer has heretofore issued its $29,385,000 principal amount of Hospital Revenue Refunding Bonds (Mary Greeley Medical Center), Series 2003 (the "Series 2003 Bonds") for the purpose of(i)refunding the Prior Bonds (as defined in the Original Indenture); (ii) funding a debt service reserve fund; and (iii)paying the costs of issuance of the Series 2003 Bonds and costs related thereto; and WHEREAS, provisions were made in the Original Indenture for the Issuer, on behalf of the Hospital, to incur Additional Indebtedness from time to time which shall be equally and notably secured by the Indenture with the Series 2003 Bonds and all other Additional Indebtedness without preference, priority or destruction of any such Additional Indebtedness or Series 2003 Bonds over any other such Additional Indebtedness or Series 2003 Bonds except as provided in the Indenture with respect to the Debt Service Reserve Fund; and WHEREAS, it is deemed necessary and advisable that the Issuer borrow money and to issue its $ principal amount of Hospital Revenue Bonds (Mary Greeley Medical Center), Series 2011 (the "Series 2011 Bonds") for the purpose of(i) financing a portion of the costs of the Project, (ii) funding a deposit to the Debt Service Revenue Fund and (iii)paying the costs of issuance of the Series 2011 Bonds and costs related thereto; and WHEREAS, the Issuer intends to issue its Series 2011 Bonds pursuant to this First Supplemental Indenture and the Original Indenture (the Original Indenture as supplemented and amended by this First Supplemental Indenture and as further amended and supplemented from time to time is herein referred to as the "Indenture"); and WHEREAS, Section 9.02 of the Original Indenture authorized the execution and delivery of supplemental indentures without the consent of the Owners of the Bonds, to provide for the issuance of Additional Indebtedness; and - 1 - Mary Greeley, V Supp Indenture 4816-8038-6570\1 8/8/2011 WHEREAS, the execution and delivery of this First Supplemental Indenture and the issuance of the Series 2011 Bonds under the Act have been in all respects duly and validly authorized by resolution duly passed and approved by the Issuer; and WHEREAS, all acts and proceedings required by law necessary to constitute this First Supplemental Indenture a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of this First Supplemental Indenture have been in all respects duly authorized; THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH, that the Original Indenture is hereby supplemented and amended as hereinafter provided and the Issuer and the Hospital do hereby covenant to and agree with the Trustee, for the benefit of the respective Owners from time to time of the Bonds, as follows: - 2 - Mary Greeley, I'Supp Indenture 4816-8038-6570\1 8/8/2011 ARTICLE I DEFINITIONS Section 1.01. Definitions. The terms used in this First Supplemental Indenture, unless the context clearly requires otherwise, shall have the same meanings as set forth in the Original Indenture. In addition, unless the context otherwise requires,the terms defined in this Section shall, for all purposes of the First Supplemental Indenture, have the meanings herein specified, to be equally applicable to both the singular and plural forms of any of the terms herein defined. "First Supplemental Indenture" means the First Supplemental Indenture of Trust dated as of October 1, 2011 between the Issuer, the Hospital and the Trustee. "Indenture" means the Original Indenture as supplemented and amended by the First Supplemental Indenture and as it may from time to time be supplemented, modified or amended by any Supplemental Indenture. "Interest Payment Date" means, with respect to the Series 2011 Bonds, the fifteenth day of each June and December (or, if such day is not a Business Day, on the next succeeding Business Day), commencing June 15, 2012 to and through the Maturity Date. "Interest Period" means, with respect to the Series 2011 Bonds, June 15 through and including December 14 and December 15 through and including June 14, except that the first such Interest Period shall commence on the Series 2011 Closing Date and run through and including June 14, 2012 and the last Interest Period shall end on the date of final payment of the Series 2011 Bonds. "Maturity Date"means "Original Indenture" means the Indenture of Trust between the Issuer, the Hospital and the Trustee dated as of June 1, 2003. "Original Purchaser" means Piper Jaffray Inc., the original purchaser of the Series 2011 Bonds. "Project"means ... "Project Fund" means the fund by that name established pursuant to Section 3.03 of the First Supplemental Indenture. "Record Date" means, with respect to the Series 2011 Bonds, the first day of each June and December(whether or not such day is a Business Day). "Series 2011 Bonds" means the Issuer's $ Hospital Revenue Bonds (Mary Greeley Medical Center), Series 201 l. - 3 - Mary Greeley, I'Supp Indenture 4816-8038-6570\1 8/8/2011 "Series 2011 Closing Date" means, with respect to the Series 2011 Bonds, the date on which the Series 2011 Bonds are delivered to the Original Purchaser thereof in exchange for payment of the purchase price therefor. "Series 2011 Reserve Fund Requirement" shall mean for the Series 2011 Bonds an amount equal to $ . , which shall be funded on the Series 2011 Closing Date. "Series 2011 Rebate Fund" means the fund established by Section 5.04 of this First Supplemental Indenture. "Series 2011 Tax Exemption Agreement"means the Tax Exemption Agreement dated as of October 1, 2011 among the Trustee, the Issuer and the Hospital. "Written Request" means a request in writing of the Hospital signed by an Authorized Representative. Section 1.02. Interpretation. (a) Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to mean and include the neuter, masculine or feminine gender, as appropriate. (b) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof. (c) All references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture; the words "herein," "hereof," "hereby," "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, section or subdivision hereof. - 4 - Mary Greeley, I°Supp Indenture 4816-8038-6570\1 8/8/2011 ARTICLE II THE SERIES 2011 BONDS Section 2.01. Authorization of Series 2011 Bonds. The Series 2011 Bonds are authorized to be issued hereunder in order to borrow money to pay a portion of the cost of the Project, to make a deposit to the Debt Service Reserve Fund and to pay costs of issuance related thereto. The Series 2010 Bonds shall be issued in the amount of$ The Indenture constitutes a continuing agreement with the registered Owners from time to time of the Series 2011 Bonds to secure the full payment of the principal of and interest on all such Series 2011 Bonds subject to the covenants,provisions and conditions herein contained. Section 2.02. Terms of the Series 2011 Bonds. The Series 2011 Bonds shall be issued in Authorized Denominations as fully registered Bonds without coupons. Unless the Issuer shall otherwise direct, the Series 2011 Bonds shall be lettered R and shall be numbered consecutively from 1 upward. The Series 2011 Bonds shall be subject to the Book-Entry System in accordance with Section 2.10 of the Original Indenture and shall be registered to CEDE & Co. or any other nominee of DTC while the Book-Entry System is in effect. The Series 2011 Bonds shall be dated as of , 2011, and shall mature on June 15 in each of the years and shall bear interest from their date,payable semiannually on June 15 and December 15 each year, commencing June 15, 2012, at the interest rates set forth in the following table: Year June 15 Principal Amount Interest Rate Per Annum 2012 $ % 2013 $ % 2015 $ % 2017 $ % 2018 $ % 2019 $ % 2020 $ % 2021 $ % 2026 $ % 2031 $ % 2036 $ % Interest on the Series 2011 Bonds shall be calculated on the basis of a 360-day year having twelve 30-day months. - 5 - Mary Greeley, I'Supp Indenture 4816-8038-6570\1 8/8/2011 Each Bond shall bear interest from and including the date of its initial authentication and delivery by the Paying Agent/Registrar until payment of the principal thereof shall have been made or provided for at the rates set out above. The interest so payable on any Interest Payment Date will be paid to the persons in whose names the Bonds are registered at the close of business on the Record Date for such Interest Payment Date, except as provided below. Any interest not so punctually paid or duly provided for shall forthwith cease to be payable to the registered Owner on such Record Date and shall be paid to the person in whose name the Bond is registered at the close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Paying Agent/Registrar, notice whereof being given by the Paying Agent/Registrar to the Owners not less than 10 days prior to such Special Record Date. Interest shall be paid by check or draft of the Paying Agent/Registrar mailed on the date such interest is due to each Owner at the address shown on the registration books maintained by the Paying Agent/Registrar pursuant to Section 2.07 of the Original Indenture, except that interest payable to any Owner of Bonds in an aggregate principal amount of at least $500,000 may, at the option of such Owner, be transmitted by wire transfer to such Owner to the bank account number on file with the Paying Agent/Registrar as of the Record Date preceding each Interest Payment Date. Upon maturity, redemption or acceleration, the principal of the Bonds shall be payable in lawful money of the United States of America upon surrender thereof at the Principal Corporate Trust Office of the Paying Agent/Registrar. No payment of principal shall be made on any Bond unless and until such Bond is tendered to the Paying Agent/Registrar for cancellation. The Bonds shall be subject to redemption as provided in Article IV of the First Supplemental Indenture. Section 2.03. Form of the Series 2011 Bonds. The Series 2011 Bonds, the certificate of authentication and the form of assignment shall be substantially in the respective forms thereof set forth in Section 6.01 hereof and consistent with the Indenture. All Bonds shall be in fully registered form, and the Owner of a Series 2011 Bond shall be regarded as the absolute owner thereof for all purposes of the Indenture. Section 2.04. Execution of the Series 2011 Bonds. The Series 2011 Bonds shall be executed in the name and on behalf of the Issuer with the manual or facsimile signature of the Mayor, and shall be attested by the manual or facsimile signature of its City Clerk. The City Treasurer's Certificate appearing on each Series 2011 Bond shall be executed by the manual or facsimile signature of the City Treasurer. The Series 2011 Bonds shall then be delivered to the Paying Agent/Registrar for authentication by it on the date of issuance. In case any of the officers who shall have signed or attested any of the Series 2011 Bonds shall cease to be such officer or officers of the Issuer before the Series 2011 Bonds so - 6 - Mary Greeley, I°Supp Indenture 4816-803 8-6570\18/8/2011 signed or attested shall have been authenticated or delivered by the Paying Agent/Registrar, or issued by the Issuer, such Series 2011 Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as binding upon the Issuer as though those who signed and attested the same had continued to be such officers of the Issuer, and also any Series 2011 Bond may be signed and attested on behalf of the Issuer by such persons as at the actual date of execution of such Series 2011 Bond shall be the proper officers of the Issuer although at the nominal date of such Series 2011 Bond any such person shall not have been such officer of the Issuer. Only those Series 2011 Bonds that bear thereon a certificate of authentication substantially in the form hereinbefore recited, manually executed by the Paying Agent/Registrar, shall be valid or obligatory for any purpose or entitled to the benefits of this Indenture, and such certificate of the Paying Agent/Registrar shall be conclusive evidence that the Series 2011 Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of this Indenture. - 7 - Mary Greeley, I"Supp Indenture 4816-803 8-65 70\1 8/8/2011 ARTICLE III ISSUANCE OF SERIES 2011 BONDS; APPLICATION OF PROCEEDS Section 3.01. Issuance of the Series 2011 Bonds. Upon execution of this First Supplemental Indenture, the Issuer may execute and, upon satisfaction of the conditions set forth in this Section, the Paying Agent/Registrar shall authenticate and, upon request of the Issuer, deliver the Series 2011 Bonds in the principal amount of$ . Prior to the authentication and delivery of the Series 2011 Bonds by the Paying Agent/Registrar, there shall have been filed with the Trustee each of the following: (a) A copy of this First Supplemental Indenture, duly executed; (b) A copy of duly executed approving opinions, addressed to the Trustee, the Hospital and the Issuer. Section 3.02. Application of Proceeds of the Series 2011 Bonds and Other Funds. The proceeds from the sale of the Series 2011 Bonds shall be delivered to the Trustee and deposited as follows: (i) in the Interest Fund any accrued interest on the Series 2011 Bonds from the dated date thereof to the Series 2011 Closing Date; (ii) in the Project Fund, the amount of $ to be applied as provided in Section hereof to pay costs of the Project; and (iii) in the Debt Service Reserve Fund, the amount of$ Section 3.03. Project Fund. There is hereby created and established with the Trustee a trust fund to be designated Project Fund — Mary Greeley Medical Center (the "Project Fund") which shall be expended in accordance herewith. The Trustee shall, from time to time, establish such accounts in the Project Fund as may be requested by the Borrower. Moneys received from the investment of moneys in the Project Fund shall be deposited into the Project Fund. (a) Disbursements from the Project Fund. Money on deposit in the Project Fund shall be paid out from time to time by the Trustee to or upon the Written Request of the Hospital in order to pay or as reimbursement to the Hospital for payments made by it for the costs of acquiring, constructing and/or installing the Project, including the following purposes (but, subject to the provisions of subparagraphs (d) and (e)hereof, for no other purposes): (1) Payment or reimbursement to the Hospital of such amounts as shall be necessary to pay for or reimburse the Hospital for expenditures in connection with (i) the preparation of plans and specifications for any of the Project (including any preliminary - 8 - Mary Greeley, I'Supp Indenture 4816-8038-6570\1 8/8/2011 study or planning of any of the Project or any aspect thereof), and payment of any architectural, engineering or supervisory fees and expenses and (ii) any other costs and expenses relating to the Project; (2) Payment of expenses incurred in seeking to enforce any remedy against any contractor or subcontractor in respect of any default under a contract relating to any of the Project; and (3) Payment of any other costs and expenses relating to the Project. (b) Written Request of the Hospital for payments from the Project Fund. Money on deposit in the Project Fund shall be paid out from time to time by the Trustee to or upon the order of the Hospital in each case upon receipt by the Trustee of a Written Request of the Hospital: (A) Stating that costs of an aggregate amount set forth in such Written Request have been made or incurred and were necessary for the construction, acquisition and/or installation of the Project and were made or incurred in accordance with the construction contracts or purchase orders therefor then in effect; (B) Stating that the amount paid or to be paid, as set forth in such Written Request, is reasonable and represents a part of the amount payable for the costs of construction, acquisition and/or installation of the Project and that such payment was not paid in advance of the time, if any, fixed for payment and was made in accordance with the terms of any contracts or purchase orders applicable thereto and in accordance with usual and customary practice under existing conditions; (C) Stating that no part of the said costs of the Project was included in any Written Request previously filed with the Trustee under the provisions hereof. (c) Disposition of Project Fund Money After Completion. If after payment by the Trustee of all orders theretofore tendered to the Trustee under the provisions of subparagraph (b) of this Section 3.03 there shall remain any balance of money in the Project Fund, such money shall be deposited as follows: (1) if less than 95%of the proceeds of the Series 2011 Bonds have been expended to pay the costs of construction, acquisition and/or installation of the Project, the excess money in the Project Fund shall be transferred to a fund to be designated as the Redemption Fund (the "Redemption Fund") and shall be deposited into a separate subaccount therein created by the Trustee, invested in Investment Securities having a yield no greater than the yield on the Series 2011 Bonds, and applied to redemption of Series 2011 Bonds pursuant to Section 4.01 hereof on the first date on which such Series 2011 Bonds may be redeemed without premium, or(2)the excess money in the Project Fund shall be transferred to the Bond Fund. (d) Investment of Project Fund Money. Money on deposit in the Project Fund may be invested only in Investment Securities and the income therefrom shall be credited to the Project Fund. Money on deposit in the Project Fund may be used to pay costs of issuance of the Series 2011 Bonds so long as the aggregate amount of proceeds of the Series 2011 Bonds used to pay such costs of issuance (including underwriter's discount) does not exceed 2% of the proceeds of the Series 2011 Bonds. - 9 - Mary Greeley, I"Supp Indenture 4816-8038-6570\1 8/812011 ARTICLE IV REDEMPTION OF SERIES 2011 BONDS Section 4.01. Terms of Redemption of Series 2011 Bonds. (a) The Series 2011 Bonds maturing on June 15, , June 1-5, - - and June 15, , respectively, are subject to mandatory redemption by lot at 100 percent of the principal amount thereof to be redeemed, plus accrued interest to the redemption date in accordance with the mandatory Bond Sinking Fund schedule set forth in Section 4.04 hereof. (b) The Series 2011 Bonds maturing on or after June 15, 20_, are subject to redemption by the Issuer at the option of the Hospital on June 15, 20 and on any date thereafter in whole or in part in such amounts and maturities as designated by the Hospital and within any maturity by lot or other method deemed fair by the Trustee, at par, without premium. (c) The Series 2011 Bonds are subject to redemption in whole or in part in such maturities as designated by the Hospital and within a maturity by lot or other method deemed fair by the Trustee, at a redemption price equal to the principal amount thereof, together with interest accrued thereon to the date fixed for redemption, and without premium, in the event that the Hospital Facilities or any portion thereof, are destroyed by fire or other casualty or condemned or taken by eminent domain, and such damage, destruction or taking is estimated to equal or exceed five percent (5%) of the Book Value of the Hospital Facilities. In the event of such damage, destruction, condemnation or taking, the Issuer has the option (at the direction of the Hospital) to apply the applicable insurance or condemnation proceeds to the prepayment of its obligations thereunder, in whole or in part, which moneys will be deposited in the Redemption Fund and applied to the redemption of the Bonds. Section 4.02. Partial Redemption of Series 2011 Bonds. The Series 2011 Bonds in denominations larger than $5,000 may be redeemed in integral multiples of$5,000. Upon surrender of any Bond redeemed in part only, the Issuer shall execute and the Paying Agent/Registrar shall authenticate and deliver to the registered Owner thereof, at no expense to the Owner, a new Bond or Bonds of Authorized Denominations equal in aggregate principal amount to the unredeemed Portion of the Bond surrendered. Costs of printing and/or authentication of new Bonds shall be paid by the Hospital. If there is a partial redemption of the Bonds the Trustee shall make the appropriate adjustments required in the Bonds as directed by the Hospital. In the event of any partial redemption of the Series 2011 Bonds pursuant to this Section, the mandatory Bond Sinking Fund redemption payments relating to the Series 2011 Bonds shall be reduced in such order as the Hospital shall elect prior to such redemption or, if no such election is made, in the inverse order thereof. The Trustee shall (in such manner as it in its sole discretion shall choose) adjust the amount of each such reduction in required Bond Sinking Fund redemption payment, so that each such required Bond Sinking Fund redemption payment is made in integral amounts of$5,000. - 10 - Mary Greeley, I'Supp Indenture 4816-8038-6570\1 8/8/2011 Section 4.03. Purchase in Lieu of Redemption. In lieu of redeeming Bonds pursuant to Section 4.01 the Trustee may, at the request of the Hospital, use funds on deposit in the Redemption Fund to purchase the Series 2011 Bonds at a price not exceeding the redemption price then applicable hereunder. It is understood that in the case of any such redemption or purchase of Series 2011 Bonds with serial maturities, the Issuer shall receive credit against its required Bond Sinking Fund deposits with respect to the Series 2011 Bonds of such serial maturity. Section 4.04. Bond Sinking Fund Deposits—Mandatory Deposits. With respect to the payment of Series 2011 Bonds by maturities or mandatory redemption through the Bond Sinking Fund, the Issuer shall have on deposit in the Bond Sinking Fund moneys in the amounts and at the times, respectively, as follows: June 15 of Principal June 15 of Principal the Year Amount the Year Amount 2013 $ 2023 $ 2014 $ 2024 $ 2015 $ 2025 $ 2016 $ 2026 $ 2017 $ 2027 $ 2018 $ 2028 $ 2019 $ 2029 $ 2020 $ 2030 $ 2021 $ 2031 $ 2022 $ provided, that such amounts shall be reduced (a) by the amount of Series 2011 Bonds acquired and delivered in accordance with Section 4.03 hereof in satisfaction of such Bond Sinking Fund requirements, and (b) in connection with a partial redemption of Series 2011 Bonds in the manner provided in the last paragraph of Section 4.02 and Section 4.03 hereof. Moneys on deposit in the Bond Sinking Fund on June 15 of each of the years 2012 through and in the years 5 , and shall be applied to the payment of the Series 2011 Bonds maturing on such dates which have not been previously redeemed. Moneys on deposit in the Bond Sinking Fund on June 15 of the year shall be applied to redemption of a portion of the Series 2011 Bonds maturing on June 15, , moneys on deposit in the Bond Sinking Fund on June 15 of the year shall be applied to redemption of a portion of the Series 2011 Bonds maturing on June 15, , moneys on deposit in the Bond Sinking Fund on June 15 of each of the years through shall be applied to redemption of a portion of the Series 2011 Bonds maturing on June 15, , and moneys on deposit in the Bond Sinking Fund on June 15 of each of the years through shall be applied to redemption of a portion of the Series 2011 Bonds maturing on June 15, and in each case by lot and upon the notice and in the manner hereinafter provided in this Article IV. Payment or redemption of the Series 2011 Bonds through the Bond Sinking Fund shall be without premium. In the event the Series 2011 Bonds maturing on a specific date - 11 - Mary Greeley, I'Supp Indenture 4816-8038-6570\1 8/8/2011 as aforesaid have been fully paid and moneys are on deposit in the Bond Sinking Fund to redeem Series 2011 Bonds maturing on that specific maturity date, then such moneys on deposit in the Bond Sinking Fund shall be applied to Series 2011 Bonds maturing on the next succeeding maturity date in the order above set forth. The Series 2011 Bonds shall be redeemed by the Trustee pursuant to the provisions of this paragraph without any notice from or direction by the Issuer or the Hospital. - 12 - Mary Greeley, I'Supp Indenture 4816-8038-6570\1 8/8/2011 ARTICLE V DEPOSITS TO FUNDS Section 5.01. Interest Fund. Section 5.04 of the Original Indenture provided for the establishment and maintenance by the Trustee of the Interest Fund for the payment of the interest on the Series 2011 Bonds and any Additional Indebtedness. A deposit to the Interest Fund shall be made pursuant to Section 3.02 hereof. From and after the issuance of the Series 2011 Bonds and as long as the Series 2011 Bonds are outstanding, in addition to the payments required to be made into the Interest Fund by the Original Indenture with respect to interest on the Series 2003 Bonds and any other Additional Indebtedness, the Hospital shall deposit, from the Net Revenues, additional amounts into the Interest Fund for the payment of interest on the Series 2011 Bonds, on or before the l Oh day of each month commencing November 10, 2011 through and including June 10, 2011 an amount equal to 1/8 of the interest coming due on the Series 2011 Bonds on the next succeeding Interest Payment Date and thereafter on or before the IOth day of each month, commencing with the IOth day of July, 2012, an amount equal to 1/6 of the interest coming due on the Series 2011 Bonds on the next succeeding Interest Payment Date; provided, however, that no monthly deposit need be made to the extent that there is a sufficient amount already on deposit in the Interest Fund to pay interest on the Series 2011 Bonds on the next Interest Payment Date. Section 5.02. Bond Sinking Fund. The Original Indenture provides for the establishment and maintenance by the Trustee of the Bond Sinking Fund for the payment of the principal of the Series 2003 Bonds and any Additional Indebtedness. From and after the issuance of the Series 2011 Bonds and as long as the Series 2011 Bonds are outstanding, in addition to the payments required to be made into the Bond Sinking Fund by the Original Indenture with respect to the principal of the Series 2003 Bonds and any other Additional Indebtedness, the Hospital shall deposit, from the Net Revenues, additional amounts into the Bond Sinking Fund for the payment of principal of the Series 2011 Bonds, on or before the 10`h day of each month commencing November 10, 2011 through and including June 10, 2011 an amount equal to 1/8 of the principal coming due on the Series 2011 Bonds on the next succeeding June 15 and thereafter on or before the 10'h day of each month, commencing with the loth day of July, 2012, an amount equal to 1/12 of the principal coming due on the Series 2011 Bonds on the next succeeding June 15; provided, however, that no monthly deposit need be made to the extent that there is a sufficient amount already on deposit in the Bond Sinking Fund to pay principal on the Series 2011 Bonds on the next June 15. Section 5.03. Debt Service Reserve Fund. The Original Indenture provided for the establishment and maintenance by the Trustee of the Debt Service Reserve Fund. A deposit to the Debt Service Reserve Fund in the amount equal to the Series 2011 Reserve Fund Requirement shall be made on the Series 2011 Closing Date as provided in Section 5.09 of the Original Indenture. The Series 2011 Bonds shall be secured by - 13 - Mary Greeley, V Supp Indenture 4816-8038-6570\1 8/8/2011 the Debt Service Reserve Fund upon deposit of the Series 2011 Reserve Fund Requirement into the Debt Service Reserve Fund. Section 5.04. Series 2011 Rebate Fund. The Trustee shall establish and maintain so long as any Series 2011 Bonds are Outstanding and are subject to a requirement of the Code that arbitrage profits be rebated to the United States of America, a separate account to be known as the "Series 2011 Rebate Fund — Mary Greeley Medical Center" (the "Series 2011 Rebate Fund"). The Trustee shall make information regarding the Series 2011 Bonds and investments hereunder available to the Hospital. The Trustee shall make deposits and disbursements from the Series 2011 Rebate Fund in accordance with the Series 2011 Tax Exemption Agreement pursuant to written instructions from the Hospital, shall invest the amounts held in the Series 2011 Rebate Fund pursuant to written instructions from the Hospital and shall deposit income from such investments immediately upon receipt thereof in the Series 2011 Rebate Fund. Anything in the Indenture to the contrary notwithstanding, this Section 5.04 and the Series 2011 Tax Exemption Agreement may be superseded or amended by new instructions delivered by the Hospital and accompanied by an opinion of Bond Counsel addressed to the Trustee and the Issuer to the effect that the use of the new instructions will not cause interest on the Series 2011 Bonds to be included in gross income for federal income tax purposes. If a deposit to the Series 2011 Rebate Fund is required as a result of the computations made or caused to be made by the Hospital, the Hospital shall pay such amount to the Trustee, together with written direction from the Hospital, and the Trustee shall accept such payment for deposit into the Series 2011 Rebate Fund. If amounts in excess of that required to be rebated to the United States of America accumulate in the Series 2011 Rebate Fund, the Trustee shall upon written direction from the Hospital transfer such amount to the Hospital. Records of the determinations required by this Section and the instructions must be retained by the Trustee until six years after the Series 2011 Bonds are no longer outstanding. - 14 - Mary Greeley, I M Supp Indenture 4816-8038-6570\1 8/8/2011 ARTICLE VI FORM OF SERIES 2011 BONDS Section 6.01. Form of Series 2011 Bonds. The Series 2011 Bonds shall be in substantially the following form with necessary or appropriate variations, omissions and insertions, as permitted or required by this Indenture: UNITED STATES OF AMERICA STATE OF IOWA COUNTY OF STORY CITY OF AMES, IOWA HOSPITAL REVENUE BOND (MARY GREELEY MEDICAL CENTER) SERIES 2011 R-1 $ DATED DATE MATURITY DATE INTEREST RATE CUSIP NO. PRINCIPAL AMOUNT: REGISTERED OWNER: The City of Ames, Iowa (the "Issuer"), for value received, hereby promises to pay in lawful money of the United States of America to the registered owner specified above or registered assigns, on the maturity date specified above, unless this Bond shall be redeemable and shall have previously been called for redemption and payment of the redemption price made or provided for, but solely from the sources hereinafter identified, upon surrender hereof, the principal sum specified above and to pay interest on such principal amount in like manner, but solely from the sources hereinafter identified, at the interest rate specified above payable June 15 and December 15 of each year (the "Interest Payment Dates") commencing June 15, 2012, until payment of such principal amount, or provision therefor, shall have been made upon redemption or at maturity. The principal of this Bond and the premium, if any, payable upon redemption, are payable at the designated corporate trust office of Wells Fargo Bank, National Association, as Trustee (the "Trustee"). Interest payments hereon shall be made to the registered owners hereof appearing on the registration books of the Issuer (the "Bond Register") maintained by the Trustee, as bond registrar, as of the close of business of the Trustee on the June 1 or December 1 immediately preceding the Interest Payment Date (the "Record Date") and shall be paid (a) by check or draft of the Trustee mailed on the Interest Payment Date to such registered owner at such owner's address as it appears on the Bond Register or at such other address furnished in writing by such registered owner to the Trustee on or before the Record Date, or(b)to the registered owner as of the Record Date of$500,000 or more in aggregate principal amount of the Series 2011 Bonds (as hereinafter defined) by wire transfer to a bank account maintained by such registered owner in - 15 - Mary Greeley, I'Supp Indenture 4816-803 8-6570\1 8/8/2011 the United States of America and designated in written instructions given to the Trustee at least fifteen days prior to an Interest Payment Date. This Bond and the series of which it is a part (the "Series 2011 Bonds") are issued by the Issuer pursuant to and in strict compliance with the provisions of Division V of Chapter 384 of the Code of Iowa, 2011, and all other laws amendatory thereof and supplemental thereto (the "Act"), and in conformity with a resolution of the City Council of the Issuer (the "Resolution") and an Indenture of Trust dated as of June 1, 2003 as supplemented and amended by the First Supplemental Indenture of Trust dated as of October 1, 2011 (as supplemented and amended from time to time, the "Indenture") among the Issuer, Mary Greeley Medical Center (the "Hospital") and the Trustee, and reference is hereby made to the Resolution and the Indenture for a more complete statement as to the source of payment of the Series 2011 Bonds and the rights of the owners of the Series 2011 Bonds. The Series 2011 Bonds are issued for the purpose of providing the proceeds to the Hospital for the purpose of financing a portion of the cost of a Project (as defined in the Indenture), funding a deposit to the Debt Service Reserve Fund created in the Indenture, and the funding of bond issuance expenses. The Series 2011 Bonds are not general obligations of said Issuer, but the Series 2011 Bonds, together with the Issuer's previous issue of Hospital Revenue Refunding Bonds (Mary Greeley Medical Center), Series 2003 (the "Series 2003 Bonds"), and certain additional bonds, notes or other obligations (the "Additional Indebtedness") as may be hereafter issued and outstanding from time to time ranking on a parity therewith under the conditions set forth in the Indenture, are payable solely and only out of the future Net Revenues of the Hospital, a sufficient portion of which has been ordered set aside and pledged for that purpose, and the amounts on deposit in the funds and accounts (except the Rebate Fund) held by the Trustee under the Indenture. This Bond is not payable in any manner by taxation, and under no circumstances shall the Issuer be in any manner liable by reason of the failure of the said Net Revenues to be sufficient for the payment of this Bond and the interest hereon. The Series 2011 Bonds, the Series 2003 Bonds and any such Additional Indebtedness and the interest and premium; if any, payable thereon are not obligations of the State of Iowa(the "State"), or of any political subdivision thereof, other than the Issuer, and are special limited obligations of the Issuer payable solely from the Net Revenues of the Hospital pledged to their payment pursuant to the Indenture and other amounts pledged therefor in accordance with the Indenture. Upon the occurrence of an event of default under the Indenture, the sole remedy of the Trustee and the Bondholders is a proceeding in law or in equity by suit, action or mandamus to enforce and compel performance of the duties set forth in Division V of the Act and the terms of the Indenture or to obtain the appointment of a receiver to take possession of and operate the Hospital Facilities and to perform the duties required by Division V of the Act and the terms of the Indenture. The Series 2011 Bonds maturing on or after June 15, are subject to redemption at the option of the Issuer, at the direction of the Hospital, prior to maturity in whole or in part on any date on or after June 15, , in such amounts and maturities as designated by the Hospital and within any maturity by lot or other method deemed fair by the Trustee, at par plus accrued interest to the date of redemption, without premium. - 16 - Mary Greeley, IA Supp Indenture 4816-803 8-6570\1 8/82011 The Series 2011 Bonds are entitled to the benefits of a Bond Sinking Fund as provided in the Indenture. Moneys on deposit in the Bond Sinking Fund on June 15 of each of the years and through shall be applied to the redemption of a portion of the Series 2003 Bonds maturing on June 15, , June 15, and June 15, , respectively, in each case by lot upon the notice and in the manner as provided in Article IV of the Indenture. Payment or redemption of Series 2011 Bonds through the Bond Sinking Fund shall be without premium. The Issuer will receive credit against the required Bond Sinking Fund deposits to reflect Bonds purchased or redeemed from amounts on deposit in the Redemption Fund or acquired by the Issuer or the Hospital and delivered to the Trustee in accordance with the provisions of the Indenture. The Series 2011 Bonds are subject to redemption in whole or in part at any time in such maturities as designated by the Hospital and within a maturity by lot or other method deemed fair by the Trustee, at a redemption price equal to the principal amount thereof, together with interest accrued thereon to the date fixed for redemption, and without premium, in the event that the Hospital Facilities or any portion thereof, are destroyed by fire or other casualty or condemned or taken by eminent domain, and such damage, destruction or taking is estimated to equal or exceed five percent (5%) of the Book Value of the Hospital Facilities. In the event of such damage, destruction, condemnation or taking, the Issuer has the option(at the direction of the Hospital)to apply the applicable insurance or condemnation proceeds to the prepayment of its obligations thereunder, in whole or in part, which moneys will be deposited in the Redemption Fund and applied to the redemption of Bonds. If Additional Indebtedness is hereafter issued on a parity with the Series 2011 Bonds and the Series 2003 Bonds, such insurance or condemnation proceeds will be apportioned among the Series 2011 Bonds, the Series 2003 Bonds and the Additional Indebtedness in proportion to the respective outstanding amounts thereon. Series 2011 Bonds in denominations larger than $5,000 may be redeemed in part in integral multiples of$5,000. If less than all of the Series 2011 Bonds are to be redeemed, the Hospital shall determine the maturities and the amounts thereof to be redeemed. If less than all of the Series 2011 Bonds of any like maturity are to be redeemed, the particular part of those Series 2011 Bonds to be redeemed shall be selected by the Trustee at random. The Series 2011 Bonds may be called in part in one or more units of $5,000. If less than the entire principal amount of any Series 2011 Bond in a denomination of more than $5,000 is to be redeemed, the Trustee will issue a new Series 2011 Bond for the amount of the original Series 2011 Bond not redeemed and deliver it to the Bondholder. Notice of such redemption as aforesaid identifying the Series 2011 Bond or Bonds (or portion thereof) to be redeemed shall be mailed by first-class mail to the registered owner at the address shown on the Bond Register not less than 45 nor more than 60 days prior to such redemption date. All of such Series 2011 Bonds as to which the Issuer reserves and exercises the right of redemption and as to which notice as aforesaid shall have been given and for the redemption of which funds are duly provided shall cease to bear interest on the redemption date. This Bond is fully negotiable but shall be fully registered as to both principal and interest in the name of the owner on the books of the Issuer in the office of the Trustee, as bond registrar, after which no transfer shall be valid unless made on said books and then only upon presentation of this Bond to the Trustee, together with either a written instrument of transfer satisfactory to - 17 - Mary Greeley, I Supp Indenture 4816-8038-6570\1 8/8/2011 the Trustee, duly executed by the registered owner or his duly authorized attorney or the assignment form hereon completed and duly executed by the registered owner or his duly authorized attorney. The Issuer, the Trustee and any Paying Agent may deem and treat the registered owner hereof as the absolute owner for the purposes of receiving payment of or on account of principal hereof, premium, if any, and interest due hereon and for all other purposes, and the Issuer, the Trustee and any Paying Agent shall not be affected by any notice to the contrary. And It Is Hereby Certified, Recited and Declared that all conditions, acts and things required to exist, happen and be performed precedent to and in the issuance of the Series 2011 Bonds, have existed, have happened and have been performed in due time, form and manner, as required by law, and that the issuance of this Bond does not exceed or violate any constitutional or statutory limitation or provision. IN WITNESS WHEREOF, the City of Ames, Iowa has caused this Bond to be executed in its name and on its behalf by the facsimile signature of its Mayor and by the facsimile signature of its City Clerk and its facsimile seal to be hereunto affixed, all as of the Dated Date specified above. CITY OF AMES IOWA By Mayor Attest: City Clerk (SEAL) (On each Series 2011 Bond the following certificate shall be executed with the duly authorized facsimile signature of the City Treasurer): STATE OF IOWA ) CITY OF AMES ) SS: CITY TREASURER'S CERTIFICATE COUNTY OF STORY ) The original issuance of the Series 2011 Bonds, of which this Bond is a part, was duly and properly recorded in my office as of the Dated Date specified above, pursuant to Section 384.83(4) of the Code of Iowa. City Treasurer - 18 - i Mary Greeley, I'Supp Indenture 4816-8038-6570\1 8/8/2011 On each Series 2011 Bond there shall be a registration date line and a certificate of ( g authentication of the Trustee in the following form:) Registration Date: This Bond is one of the Bonds described in the within-mentioned Indenture. Wells Fargo Bank,National Association as Trustee By Authorized Officer So long as the Book-Entry System is in effect and the Bonds are registered to CEDE & Co, or any other nominee of the DTC,the Bonds shall bear the following legend: Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC'), to the Issuer or the Trustee for registration of transfer, exchange, or payment, and any Bond issued is registered in the name of CEDE & Co. or in such other name requested by an authorized representative of DTC (and any payment is made to CEDE & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof,CEDE&Co., has an interest herein. (Legend as to Abbreviations) The following abbreviations, when used in this Bond, shall be construed as though they were written out in full according to UNIF TRANSFER MIN ACT Custodian TEN COM - as tenants in common (cust) (minor) TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of under Uniform Gifts to Minors Act survivorship and not as tenants in common (State) Additional abbreviations may also be used though not in the list above. - 19- Mary Greeley, I'Supp Indenture 4816-8038-6570\1 8/8/2011 (Form of Assignment) (An Assignment, in the form hereinafter set out, should be printed on each Bond:) ASSIGNMENT For valuable consideration, receipt of which is hereby acknowledged, the undersigned, sells, transfers and assigns this Bond to (Please print or type name and address of Assignee) PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE and does hereby irrevocably appoint Attorney,to transfer this Bond on the books kept for registration thereof with full power of substitution. Dated: Signature guaranteed: NOTE: The signature(s) to this Power must correspond with the name(s) as written upon the face of the Certificate(s) or Note(s) in every particular without alteration or enlargement or any change whatever. Signature guarantee must be provided in accordance with the prevailing standards and procedures of the Paying Agent/Registrar. Signature must be guaranteed by a participant in a recognized signature guaranty medallion program or other signature guarantor program acceptable to the Trustee. - 20 - Mary Greeley, I'Supp Indenture 4816-8038-65 70\1 8/8/2011 ARTICLE VII MISCELLANEOUS Section 7.01. Limitation of Rights to Parties and Bond Owners. Nothing in this First Supplemental Indenture or in the Bonds expressed or implied is intended or shall be construed to give to any person other than the Issuer, the Hospital, the Trustee, the Paying Agent/Registrar and the Owners of the Bonds, any legal or equitable right, remedy or claim under or in respect of this First Supplemental Indenture or any covenant, condition or provision therein or herein contained, and all such covenants, conditions and provisions are and shall be held to be for the sole and exclusive benefit of the Issuer, the Hospital,the Trustee, the Paying Agent/Registrar and the Owners of the Bonds. Section 7.02. Severability of Invalid Provisions. If any one or more of the provisions contained in this First Supplemental Indenture or in the Bonds shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions contained in this First Supplemental Indenture and such invalidity, illegality or unenforceability shall not affect any other provision of this First Supplemental Indenture, and this First Supplemental Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. Section 7.03. Applicable Provisions of Law. This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of Iowa. Section 7.04. Execution in Several Counterparts. This First Supplemental Indenture may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts, or as many of them as the Issuer, the Hospital, the Trustee and the Paying Agent/Registrar shall preserve undestroyed, shall together constitute but one and the same instrument. - 1 - Mary Greeley,I'Supp Indenture 4816-8038-6570\1 8J8f2011 IN WITNESS WHEREOF, the Issuer has caused this Indenture to be signed in its name by its Mayor and attested by its City Clerk, all as of the day and year first above written. CITY OF AMES, IOWA By Mayor Attest: By City Clerk [Execution Page for First Supplemental Indenture of Trust] Mary Greeley, I'Supp Indenture 4816-8038-6570\1 8/8/2011 IN WITNESS WHEREOF, the Hospital has caused this Indenture to be signed in its name by the Chairperson and Secretary of its Board of Trustees, all as of the day and year first above written. MARY GREELEY MEDICAL CENTER By President [Execution Page for First Supplemental Indenture of Trust) Mary Greeley,V Supp Indenture 4816-8038-6570\1 8/8/2011 IN WITNESS WHEREOF, the Trustee, in acceptance of the trusts created hereunder, has caused this First Supplemental Indenture to be signed in its corporate name by its officer thereunder duly authorized all as of the day and year first above written. WELLS FARGO BANK,NATIONAL ASSOCIATION, as Trustee and Paying Agent/Registrar By: 4816-8038-6570,v. 1 [Execution Page for First Supplemental Indenture of Trust]