HomeMy WebLinkAboutA056 - Continuing Disclosure Agreement - Mary Greeley, City of Ames, Wells Fargo Bank, National Association - Series 2012 CONTINUING DISCLOSURE AGREEMENT
This Continuing Disclosure Agreement (the "Disclosure Agreement") is executed and
delivered by and among Mary Greeley Medical Center(the "Medical Center"), the City of Ames,
Iowa (the "City"), and Wells Fargo Bank, National Association (the "Trustee"), in connection
with the issuance by the City of its $26,000,000 Hospital Revenue Bonds (Mary Greeley Medical
Center), Series 2012 (the "Bonds").
The Bonds are being issued pursuant to an Indenture of Trust, dated as of June 1, 2003, as
amended and supplemented by a First Supplemental Indenture of Trust, dated as of October 1,
2011 and a Second Supplemental Indenture of Trust, dated as of November 1, 2012 (collectively,
the "Indenture"), among the City, the Medical Center and the Trustee. The Medical Center will
make payments of principal and interest on the Bonds on behalf of the City under the terms of
the Indenture.
Pursuant to the Indenture, the City, the Medical Center and the Trustee covenant and
agree as follows:
SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is
being executed and delivered by the City, the Medical Center and the Trustee for the benefit of
the Holders and Beneficial Owners of the Bonds.
SECTION 2. Definitions. In addition to the definitions set forth in the Indenture, which
apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this
Section,the following capitalized terms shall have the following meanings:
"Annual Report" shall mean any Annual Report provided by the Medical Center, on
behalf of the City and itself, pursuant to, and as described in, Sections 3 and 4 of this Disclosure
Agreement.
"Beneficial Owner" shall mean any person who has provided evidence to the Trustee that
such person has the power, directly or indirectly, to vote or consent with respect to, or to dispose
of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or
other intermediaries).
"Disclosure Representative" shall mean an officer of the Medical Center or his or her
designee, or such other person as the Medical Center shall designate in writing to the Trustee
from time to time.
"Dissemination Agent" shall mean Wells Fargo Bank, National Association, acting in its
capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in
writing by the Medical Center and which has filed with the Trustee a written acceptance of such
designation.
4 843-4044-7249\2 10/3 0/2012
CITY OF AMES, IOWA
By:
Its: Mayor
Y•
Its: City Clerk
Signature Page to Continuing Disclosure Agreement
Mary Greeley Medical Center Bonds