HomeMy WebLinkAboutA058 - Second Supplemental Indenture of Trust dated November 1, 2012 - Series 2012 Mary Greeley,418663-44,2nd Supp Indenture
4829-2223-2593\2 10/30/20"
SECOND SUPPLEMENTAL
INDENTURE OF TRUST
Dated as of November 1, 2012
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
$26,000,000
Hospital Revenue Bonds (Mary Greeley Medical Center),
Series 2012
DORSEY & WHITNEY LLP
801 GRAND, SUITE 3900
DES MOINES, IA 50309-2790
(515) 283-1000 FAX: (515) 283-1060
Mary Greeley,418663-44,2nd Supp Indenture
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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:
City Clerk
[Execution Page for Second Supplemental Indenture of Trust]
Mary Greeley,4 1 8663-44,2nd Supp Indenture
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TABLE OF CONTENTS
This Table of Contents is not a part of this Second Supplemental Indenture of Trust and is
provided only for convenience of reference.
ARTICLE I
DEFINITIONS.................................................................................................................................3
Section1.01. Definitions....................................................................................................3
Section 1.02. Interpretation................................................................................................4
ARTICLE II
THE SERIES 2012 BONDS............................................................................................................6
Section 2.01. Authorization of Series 2012 Bonds............................................................6
Section 2.02. Terms of the Series 2012 Bonds..................................................................6
Section 2.03. Form of the Series 2012 Bonds....................................................................7
Section 2.04. Execution of the Series 2012 Bonds. ...........................................................7
ARTICLE III
ISSUANCE OF SERIES 2012 BONDS; APPLICATION OF PROCEEDS..................................8
Section 3.01. Issuance of the Series 2012 Bonds...............................................................8
Section 3.02. Application of Proceeds of the Series 2012 Bonds and Other Funds..........8
Section 3.03. Series 2012 Project Fund. ............................................................................8
Section 3.04. Refunding of the Prior Bonds. ...................................................................10
ARTICLE IV
REDEMPTION OF SERIES 2012 BONDS..................................................................................I I
Section 4.01. Terms of Redemption of Series 2012 Bonds.............................................I I
Section 4.02. Partial Redemption of Series 2012 Bonds. ................................................I I
Section 4.03. Purchase in Lieu of Redemption................................................................12
Section 4.04. Bond Sinking Fund Deposits—Mandatory Deposits.................................12
ARTICLE V
DEPOSITSTO FUNDS ................................................................................................................13
Section5.01. Interest Fund. .............................................................................................13
Section 5.02. Bond Sinking Fund. ...................................................................................13
Section 5.03. Debt Service Reserve Fund........................................................................14
Section 5.04. Series 2012 Rebate Fund. ..........................................................................14
ARTICLE VI
FORMOF SERIES 2012 BONDS ................................................................................................16
Section 6.01. Form of Series 2012 Bonds........................................................................16
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ARTICLE VII
SERIES 2012 BOND COVENANTS............................................................................................22
Section 7.01. Application of Series 2011 Bond Covenants.............................................22
Section 7.02. Merger, Consolidation, Sale or Conveyance. ............................................22
ARTICLE VIII
MISCELLANEOUS ......................................................................................................................23
Section 8.01. Limitation of Rights to Parties and Bond Owners.....................................23
Section 8.02. Severability of Invalid Provisions..............................................................23
Section 8.03. Applicable Provisions of Law....................................................................23
Section 8.04. Execution in Several Counterparts.............................................................23
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SECOND SUPPLEMENTAL
INDENTURE OF TRUST
THIS SECOND SUPPLEMENTAL INDENTURE OF TRUST, made and dated as of
November 1, 2012 (the "Second 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") among 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
Series 1992 Bonds (as defined in the Original Indenture) and the Series 1993 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
ratably secured by the Indenture with the Series 2003 Bonds and all other Additional
Indebtedness without preference, priority or distinction 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, pursuant to the Original Indenture, as supplemented and amended by the
First Supplemental Indenture of Trust dated as of October 1, 2011 (the "First Supplemental
Indenture") among the Issuer, the Hospital and the Trustee, the Issuer has heretofore issued its
$65,000,000 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 (as defined in the First Supplemental Indenture) and (ii)paying the costs of issuance
of the Series 2011 Bonds and costs related thereto; and
WHEREAS, it is deemed necessary and advisable that the Issuer borrow money and issue
its $26,000,000 principal amount of Hospital Revenue Bonds (Mary Greeley Medical Center),
Series 2012 (the "Series 2012 Bonds") for the purpose of(i) refunding the Series 2003 Bonds,
(ii) financing a portion of the costs of the Project, and (iii) paying costs of issuance of the Series
2012 Bonds and costs related thereto; and
WHEREAS, the Issuer intends to issue its Series 2012 Bonds pursuant to this Second
Supplemental Indenture and the Original Indenture (the Original Indenture as supplemented and
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amended by the First Supplemental Indenture and this Second Supplemental Indenture and as
further amended and supplemented from time to time is herein referred to as the "Indenture");
and
WHEREAS, Section 9.02(h) of the Original Indenture authorizes 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
WHEREAS, the execution and delivery of this Second Supplemental Indenture and the
issuance of the Series 2012 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 Second
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
Second Supplemental Indenture have been in all respects duly authorized;
THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH, that the Original
Indenture (as previously supplemented and amended) 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:
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ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
The terms used in this Second Supplemental Indenture, unless the context clearly requires
otherwise, shall have the same meanings as set forth in the Original Indenture as supplemented
and amended by the First Supplemental Indenture. In addition, unless the context otherwise
requires, the terms defined in this Section shall, for all purposes of the Second 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, among the Issuer, the Hospital and the Trustee.
"Indenture" means the Original Indenture as supplemented and amended by the First
Supplemental Indenture and the Second 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 2012 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 December 15, 2012 to and through the Maturity Date.
"Interest Period" means, with respect to the Series 2012 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 2012 Closing Date and run through and
including December 14, 2012 and the last Interest Period shall end on the date of final payment
of the Series 2012 Bonds.
"Market Value Adjustment" shall mean the positive (negative) amount, if any, earned
(incurred) by Original Purchaser on the Swap assuming the Swap is terminated on the
Redemption Date.
"Maturity Date"means, with respect to the Series 2012 Bonds, June 15, 2027.
"Original Indenture" means the Indenture of Trust among the Issuer, the Hospital and the
Trustee dated as of June 1, 2003.
"Original Purchaser" means MB Financial Bank, the original purchaser of the Series
2012 Bonds.
"Project" means the acquisition, construction, equipping, furnishing, expanding and
remodeling portions of the existing hospital facilities, including a new patient tower, a new
support service building, a new main entrance, an expanded emergency room department, related
land/site improvements thereto, and other improvements to the hospital facilities, all located at
1111 Duff Ave., Ames, Iowa.
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"Record Date" means, with respect to the Series 2012 Bonds, the first day of each June
and December(whether or not such day is a Business Day).
"Second Supplemental Indenture" means this Second Supplemental Indenture of Trust
dated as of November 1, 2012 among the Issuer,the Hospital and the Trustee.
"Series 2003 Bonds"means the Issuer's Hospital Revenue Refunding Bonds, Series 2003
(Mary Greeley Medical Center) originally issued in the amount of$29,385,000.
"Series 2003 Bonds Account" means the account by that name created in the Redemption
Fund in accordance with Section 3.04 of this Second Supplemental Indenture.
"Series 2012 Bonds" means the Issuer's $26,000,000 Hospital Revenue Bonds (Mary
Greeley Medical Center), Series 2012.
"Series 2012 Closing Date" means, with respect to the Series 2012 Bonds, the date on
which the Series 2012 Bonds are delivered to the Original Purchaser thereof in exchange for
payment of the purchase price therefor.
"Series 2012 Project Fund" means the fund by that name established pursuant to Section
3.03 of the Second Supplemental Indenture.
"Series 2012 Rebate Fund" means the fund established by Section 5.04 of this Second
Supplemental Indenture.
"Series 2012 Tax Exemption Agreement" means the Tax and Arbitrage Certificate dated
as of the Series 2012 Closing Date of the Issuer and the Hospital.
"Swap" shall mean the hypothetical hedging agreement (a "Swap") with respect to the
Series 2012 Bonds in the notional amount equal to the principal balance of the Series 2012
Bonds as of the Series 2012 Closing Date, with the same amortization payments as are provided
for in the Series 2012 Bond sinking fund schedule in Section 4.04 hereof and with the same
maturity date as the Maturity Date.
"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.
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(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.
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ARTICLE II
THE SERIES 2012 BONDS
Section 2.01. Authorization of Series 2012 Bonds.
The Series 2012 Bonds are authorized to be issued hereunder in order to borrow money
to pay a portion of the cost of the Project, to refund the Series 2003 Bonds and to pay costs of
issuance related thereto. The Series 2012 Bonds shall be issued in the par amount of
$26,000,000.
The Indenture constitutes a continuing agreement with the registered Owners from time
to time of the Series 2012 Bonds to secure the full payment of the principal of and interest on all
such Series 2012 Bonds subject to the covenants,provisions and conditions herein contained.
Section 2.02. Terms of the Series 2012 Bonds.
The Series 2012 Bonds shall be originally issued as a single fully registered Bond in the
principal amount of $26,000,000, without coupons lettered R-1. The Series 2012 Bonds, as
originally issued will not be subject to the Book-Entry System referred to in Section 2.10 of the
Original Indenture. The Series 2012 Bonds shall be registered in the name of the Original
Purchaser.
The Series 2012 Bonds shall be dated as of the Series 2012 Closing Date and shall mature
on June 15, 2027 and shall bear interest from their date, payable semiannually on June 15 and
December 15 each year, commencing December 15, 2012 at the rate of %per annum.
Interest on the Series 2012 Bonds shall be calculated on the basis of a 360-day year
having twelve 30-day months.
Each Series 2012 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 Series 2012 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 Series 2012 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 the Paying Agent/Registrar 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, and such payment shall be
transmitted by wire transfer to a bank account maintained by such Owner in the United States of
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America and designated in written instructions given to the Paying Agent/Registrar as of the
Record Date preceding each Interest Payment Date.
The principal on this Bond payable upon redemption or maturity shall be paid by wire
transfer to a bank account maintained by the registered owner as such registered owner shall
have furnished to the Trustee prior to the payment date.
The Series 2012 Bonds shall be subject to redemption as provided in Article IV of the
Second Supplemental Indenture.
Section 2.03. Form of the Series 2012 Bonds.
The Series 2012 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 Series 2012 Bonds shall be in fully registered form, and the Owner of a Series 2012
Bond shall be regarded as the absolute owner thereof for all purposes of the Indenture.
Section 2.04. Execution of the Series 2012 Bonds.
The Series 2012 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 2012 Bond
shall be executed by the manual or facsimile signature of the City Treasurer. The Series 2012
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 2012
Bonds shall cease to be such officer or officers of the Issuer before the Series 2012 Bonds so
signed or attested shall have been authenticated or delivered by the Paying Agent/Registrar, or
issued by the Issuer, such Series 2012 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 2012 Bond may be signed and attested on behalf of the Issuer by such
persons as at the actual date of execution of such Series 2012 Bond shall be the proper officers of
the Issuer although at the nominal date of such Series 2012 Bond any such person shall not have
been such officer of the Issuer.
Only those Series 2012 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 2012 Bonds
so authenticated have been duly executed, authenticated and delivered hereunder and are entitled
to the benefits of this Indenture.
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ARTICLE III
ISSUANCE OF SERIES 2012 BONDS; APPLICATION OF PROCEEDS
Section 3.01. Issuance of the Series 2012 Bonds.
Upon execution of this Second Supplemental Indenture, the Issuer shall 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 2012 Bonds in the principal
amount of $26,000,000 to the Original Purchaser in exchange for the purchase price thereof.
Prior to the authentication and delivery of the Series 2012 Bonds by the Paying Agent/Registrar,
there shall have been filed with the Trustee each of the following:
(a) A copy of this Second Supplemental Indenture, duly executed;
(b) A copy of duly executed approving opinions, addressed to the Trustee, the
Hospital and the Issuer.
Section 3.02. Application of Proceeds of the Series 2012 Bonds and Other Funds.
The proceeds from the sale of the Series 2012 Bonds shall be delivered to the Trustee on
the Series 2012 Closing Date and deposited as follows:
(i) in the Series 2012 Project Fund,the amount of$ to be applied as
provided in Section 3.03 hereof to pay costs of the Project; and
(ii) in the Series 2003 Bonds Account of the Redemption Fund, the amount of
The amounts on deposit in the Debt Service Reserve Fund shall be transferred on the
Series 2012 Closing Date to the Series 2003 Bonds Account of the Redemption Fund.
Section 3.03. Series 2012 Project Fund.
There is hereby created and established with the Trustee a trust fund to be designated
"Series 2012 Project Fund — Mary Greeley Medical Center" (the "Series 2012 Project Fund")
which shall be expended in accordance herewith. The Trustee shall, from time to time, establish
such accounts in the Series 2012 Project Fund as may be requested by the Borrower. Moneys
received from the investment of moneys in the Series 2012 Project Fund shall be deposited into
the Series 2012 Project Fund.
(a) Disbursements from the Series 2012 Project Fund. Money on deposit in the
Series 2012 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 (not paid or
reimbursed from the proceeds of the Series 2011 Bonds), including the following purposes (but,
subject to the provisions of subparagraphs (d) and (e)hereof, for no other purposes):
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(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 the Project (including any preliminary study or
planning 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 Series 2012 Project Fund.
Money on deposit in the Series 2012 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; and (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 or similar provisions in the First Supplemental Indenture
relating to the Project Fund.
(c) Disposition of Series 2012 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 Series 2012
Project Fund, such money shall be deposited as follows: (1) if less than 95% of the net proceeds
of the Series 2012 Bonds (net of amounts applied to the refunding of the Series 2003 Bonds)
have been expended to pay the costs of construction, acquisition and/or installation of the
Project, the excess money in the Series 2012 Project Fund shall be transferred to 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 2012 Bonds, and
applied to redemption of Series 2012 Bonds pursuant to Section 4.01 hereof on the first date on
which such Series 2012 Bonds may be redeemed without premium, or (2)the excess money in
the Series 2012 Project Fund shall be transferred to the Bond Sinking Fund.
(d) Investment of Series 2012 Project Fund Money. Money on deposit in the Series
2012 Project Fund may be invested only in Investment Securities and the income therefrom
shall be credited to the Series 2012 Project Fund.
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Money on deposit in the Series 2012 Project Fund may be used to pay costs of issuance
of the Series 2012 Bonds.
Section 3.04. Ref niding_of the Prior Bonds.
The Trustee shall create a separate account in the Redemption Fund to be known as the
"Series 2003 Bonds Account". On the Series 2012 Closing Date the proceeds of the Series 2012
Bonds and amounts on deposit in the Debt Service Reserve Fund transferred pursuant to Section
3.02 hereof shall be deposited in the Series 2003 Bonds Account. The amounts on deposit
therein shall be used by the Trustee to purchase the United States Government Obligations listed
on Exhibit A hereto and to retain $ as a cash balance.
Maturing principal of and interest on the United States Government Obligations and the
beginning cash balance shall be held by the Trustee for (i) the payment of the interest on the
Series 2003 Bonds, as the same becomes due and payable on December 15s, 2012 and June 15,
2013, (ii) the payment of the principal of the Series 2003 Bonds maturing on June 15, 2013, and
(iii) to pay the redemption price on the remaining Series 2003 Bonds on June 15, 2013 (the
"Redemption Date") all as set forth in Exhibit A hereto.
The Trustee is hereby authorized and directed to give notice of redemption for the
outstanding Series 2003 Bonds on the Redemption Date, as required by the Indenture.
The deposit made pursuant to Section 3.02 constitutes an irrevocable deposit for the
benefit of the holders of the Series 2003 Bonds, and the moneys and United States Government
Obligations, together with any interest paid thereon, shall be held in trust, and shall be applied by
the Trustee solely in accordance with the provisions of this Section 3.04. Neither the United
States Government Obligations nor moneys deposited with the Trustee in the Series 2003 Bonds
Account nor principal or interest payments on the United States Government Obligations shall be
withdrawn or used for any purpose other than, and such United States Government Obligations,
moneys and funds shall be irrevocably pledged for, the payment of the principal of, premium,
and interest on the Series 2003 Bonds as and when provided in this Section 3.04.
The Trustee is hereby directed to give notice of defeasance in a form containing
substantially all of the information set forth in Exhibit B hereto by mailing a copy of such notice
by first class mail to the Bond Insurer and to the registered owner of each Series 2003 Bond at
the address for such owner shown on the registration books.
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ARTICLE IV
REDEMPTION OF SERIES 2012 BONDS
Section 4.01. Terms of Redemption of Series 2012 Bonds.
(a) The Series 2012 Bonds 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 2012 Bonds are subject to redemption by the Issuer at the option of
the Hospital on June 15, and on any date thereafter in whole or in part in such amounts
as designated by the Hospital by lot or other method deemed fair by the Trustee, at par, plus
accrued interest to the redemption date, without premium or negative Market Value
Adjustment but with the receipt of any positive Market Value Adjustment, if applicable. Prior
to June 15, , the Series 2012 Bonds are subject to redemption by the Issuer at the option of
the Hospital in whole or in part in such amounts as designated by the Hospital by lot or other
method deemed fair by the Trustee, at par, plus accrued interest to the redemption date but
subject to a Market Value Adjustment (whether a positive or negative amount).
(c) The Series 2012 Bonds are subject to redemption in whole or in part as
designated by the Hospital 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. If Additional Indebtedness is issued on a parity with the Bonds, such
insurance or condemnation proceeds will be apportioned among the Bonds and the Additional
Indebtedness in proportion to the respective outstanding amounts thereof.
Section 4.02. Partial Redemption of Series 2012 Bonds.
The Series 2012 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 2012 Bonds pursuant to this Section,
the mandatory Bond Sinking Fund redemption payments relating to the Series 2012 Bonds shall
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be reduced 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.
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 2012 Bonds at a
price not exceeding the redemption price then applicable hereunder.
Section 4.04. Bond Sinking Fund Deposits—Mandatory Deposits.
With respect to the payment of Series 2012 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 [$1,620,000 2025 $805,000
2014 2,045,000 2026 830,000
2015 2,095,000 2027 855,0001
2016 2,150,000
2017 2,200,000
2018 2,255,000
2019 2,310,000
2020 2,375,000
2021 2,430,000
2022 2,490,000
2023 760,000
2024 780,000
provided, that such amounts shall be reduced (a) by the amount of Series 2012 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 2012 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, 2027 shall be applied to the payment of the Series
2012 Bonds maturing on such date which has not been previously redeemed. Moneys on deposit
in the Bond Sinking Fund on June 15 of the years 2013 through 2026 shall be applied to
redemption of a portion of the Series 2012 Bonds maturing on June 15, 2027. Payment or
redemption of the Series 2012 Bonds through the Bond Sinking Fund shall be without premium.
In the event the Series 2012 Bonds maturing on a specific date as aforesaid have been fully paid
and moneys are on deposit in the Bond Sinking Fund to redeem Series 2012 Bonds maturing on
that specific maturity date, then such moneys on deposit in the Bond Sinking Fund shall be
applied to Series 2012 Bonds maturing on the next succeeding maturity date in the order above
set forth. The Series 2012 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.
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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 2012 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 2012 Bonds and as long as the Series 2012
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 the First
Supplemental Indenture with respect to interest on the Series 2011 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 2012 Bonds, on or before the 100'
day of December, 2012 an amount equal to the interest coming due on the Series 2012 Bonds on
the next succeeding Interest Payment Date and thereafter on or before the 1 oth day of each
month, commencing with the loth day of January, 2013, an amount equal to 1/6 of the interest
coming due on the Series 2012 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 Bonds on the next Interest Payment
Date.
Section 5.02. Bond Sinking Fund.
The Indenture provides for the establishment and maintenance by the Trustee of the Bond
Sinking Fund for the payment of the principal of the Bonds. From and after the issuance of the
Series 2012 Bonds and as long as the Series 2012 Bonds are outstanding, in addition to the
payments required to be made into the Bond Sinking Fund by the Indenture with respect to
principal of any Bonds currently Outstanding, the Hospital shall deposit, from the Net Revenues,
additional amounts into the Bond Sinking Fund for the payment of principal of the Series 2012
Bonds on or before the 1 oth day of each month, commencing with the 101h day of December,
2012 through and including the loth day of June, 2013 an amount equal to 1/7 of the principal
coming due on the Series 2012 Bonds on June 15, 2013, and thereafter on or before the loth day
of each month, commencing with the loth day of July, 2013, an amount equal to 1/12 of the
principal coming due on the Series 2012 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 Bonds on the next June 15.
In addition to the payments required to be made in Section 5.05 of the Original Indenture
and in Section 5.02 of the First Supplemental Indenture, money on deposit in the Bond Sinking
Fund, other than income earned thereon which is to be transferred to other funds created
hereunder, shall be applied by the Trustee to pay principal on the Series 2012 Bonds as it
becomes due and to redeem the Series 2012 Bonds in accordance with the mandatory Bond
Sinking Fund redemption schedule provided for in Section 4.04 hereof. In lieu of such
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• 4829-2223-2593\210/30/2012
mandatory Bond Sinking Fund redemption, the Trustee may, at the request of the Hospital,
purchase from amounts on deposit in the Redemption Fund an equal principal amount of Series
2012 Bonds of the maturity to be redeemed at prices not exceeding the principal amount of the
Series 2012 Bonds being purchased plus accrued interest. In addition, the amount of the Series
2012 Bonds to be redeemed on any date pursuant to the mandatory Bond Sinking Fund
redemption schedule shall be reduced in inverse order, by the principal amount of the Series
2012 Bonds of the maturity required to be redeemed which are acquired by the Hospital or the
Issuer and delivered to the Trustee for cancellation or which have been redeemed pursuant to the
second paragraph of Section 4.02 hereof.
As provided in Section 5.05 of the Original Indenture and Section 5.02 of the First
Supplemental Indenture, if and to whatever extent any Additional Indebtedness is issued or
incurred under the conditions and restrictions set forth in this Indenture, provision shall be made
for increasing the payments into the Bond Sinking Fund to meet principal installments of such
Additional Indebtedness when due (whether by maturity or mandatory sinking fund redemption
provisions).
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 will not be made on
the Series 2012 Closing Date and the Series 2012 Bonds shall not be secured by the Debt Service
Reserve Fund.
Section 5.04. Series 2012 Rebate Fund.
The Trustee shall establish and maintain so long as any Series 2012 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 subaccount created in the Rebate Fund established in the
Original Indenture to be known as the "Series 2012 Rebate Fund — Mary Greeley Medical
Center" (the "Series 2012 Rebate Fund"). The Trustee shall make information regarding the
Series 2012 Bonds and investments hereunder available to the Hospital. The Trustee shall make
deposits and disbursements from the Series 2012 Rebate Fund in accordance with the Series
2012 Tax Exemption Agreement pursuant to written instructions from the Hospital, shall invest
the amounts held in the Series 2012 Rebate Fund pursuant to written instructions from the
Hospital and shall deposit income from such investments immediately upon receipt thereof in the
Series 2012 Rebate Fund. Anything in the Indenture to the contrary notwithstanding, this
Section 5.04 and the Series 2012 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 2012 Bonds to be included in gross income for federal income tax
purposes.
If a deposit to the Series 2012 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 2012 Rebate Fund. If amounts in excess of that required to be rebated to
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Mary Greeley,418663-44,2nd Supp Indenture
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the United States of America accumulate in the Series 2012 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 2012 Bonds are no longer outstanding.
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ARTICLE VI
FORM OF SERIES 2012 BONDS
Section 6.01. Form of Series 2012 Bonds.
The Series 2012 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 2012
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, 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 December 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 to the registered
owner as of the Record Date by wire transfer to a bank account maintained by such registered
owner in the United States of America and designated in written instructions given to the Trustee
at least fifteen days prior to an Interest Payment Date. The principal on this Bond payable upon
redemption or maturity shall be paid by wire transfer to a bank account maintained by the
registered owner as such registered owner shall have furnished to the Trustee prior to the
payment date.
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This Bond and the series of which it is a part (the "Series 2012 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 a First
Supplemental Indenture of Trust dated as of October 1, 2001 and as supplemented and amended
by the Second Supplemental Indenture of Trust dated as of November 1, 2012 (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 2012 Bonds
and the rights of the owners of the Series 2012 Bonds.
The Series 2012 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), refunding the Series 2003 Bonds (as defined in the Indenture) and the funding of
bond issuance expenses. The Series 2012 Bonds are not general obligations of said Issuer, but
the Series 2012 Bonds, together with the Issuer's previous issue of Hospital Revenue Bonds
(Mary Greeley Medical Center), Series 2011 (the "Series 2011 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 pledged to the payment thereof(except the Rebate Fund) held
by the Trustee under the Indenture. The Series 2012 Bonds are not secured by a debt service
reserve fund. 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 2012 Bonds, the
Series 2011 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 2012 Bonds are subject to redemption by the Issuer at the option of the
Hospital on June 15, and on any date thereafter in whole or in part in such amounts as
designated by the Hospital by lot or other method deemed fair by the Trustee, at par, plus
accrued interest to the redemption date, without premium or negative Market Value
Adjustment but with the receipt of any positive Market Value Adjustment, if applicable. Prior
to June 15, , the Series 2012 Bonds are subject to redemption by the Issuer at the option of
the Hospital in whole or in part in such amounts as designated by the Hospital by lot or other
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Mary Greeley,418663-44,2nd Supp Indenture
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method deemed fair by the Trustee, at par, plus accrued interest to the redemption date but
subject to a Market Value Adjustment (whether a positive or negative amount).
The Series 2012 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
2013 through 2026 shall be applied to the redemption of a portion of the Series 2012 Bonds
maturing on June 15, 2027, 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 2012 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 2012 Bonds are subject to redemption in whole or in part at any time as
designated by the Hospital 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
2012 Bonds and the Series 2011 Bonds, such insurance or condemnation proceeds will be
apportioned among the Series 2012 Bonds, the Series 2011 Bonds and the Additional
Indebtedness in proportion to the respective outstanding amounts thereon.
Series 2012 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 2012 Bonds are to be redeemed, the
particular Series 2012 Bonds to be redeemed shall be selected by the Trustee by lot or other
method deemed fair by the Trustee. The Series 2012 Bonds may be called in part in one or more
units of $5,000. If less than the entire principal amount of any Series 2012 Bond in a
denomination of more than $5,000 is to be redeemed, the Trustee will issue a new Series 2012
Bond for the amount of the original Series 2012 Bond not redeemed and deliver it to the
Bondholder. Notice of such redemption as aforesaid identifying the Series 2012 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 2012 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
the Trustee, duly executed by the registered owner or his duly authorized attorney or the
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4829-2223-2593\2 10/30/2012
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 2012
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 2012 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 2012 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
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' 4829-2223-2593\210/30/2012
(On each Series 2012 Bond there shall be a registration date line and a certificate of
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 and Paying Agent/Registrar
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.
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Mary Greeley,41866344,2nd Supp Indenture
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(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.
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Mary Greeley,418663-44,2nd Supp Indenture
' 4829-2223-2593\2 10/30/2012
ARTICLE VII
SERIES 2012 BOND COVENANTS
Section 7.01. Application of Series 2011 Bond Covenants.
So long as the Series 2012 Bonds are Outstanding, the Series 2011 Bond Covenants
contained in Article VII of the First Supplemental Indenture shall apply to the Series 2012
Bonds, notwithstanding the payment and satisfaction of the Series 2011 Bonds.
Section 7.02. Merger Consolidation Sale or Conveyance.
[So long as the Series 2012 Bonds are outstanding, the Hospital agrees that it will not
merge into or consolidate with one or more Persons, allow one or more such Persons to merge
into it, or sell or convey or lease on a capitalized basis all or substantially all of its assets to any
Person unless (a) the surviving or successor or transferee Person assumes in writing all of the
Issuer's and the Hospital's obligations under the Indenture and the Bonds and (b) the Hospital
(or the surviving, successor or transferee Person) delivers to the Trustee and the Original
Purchaser (i) an Officer's Certificate to the effect that the Hospital (or such Person) will be in
compliance with Sections 6.08 and 7.03 of the Original Indenture and the First Supplemental
Indenture, respectively, both on a pro forma basis, and (ii) an Opinion of Bond Counsel to the
effect that such merger, consolidation, sale, conveyance or lease will not affect the tax exempt
status of the Bonds.]
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Mary Greeley,41866344,2nd Supp Indenture
4829-2223-2593\210/30/2012
ARTICLE VIII
MISCELLANEOUS
Section 8.01. Limitation of Rights to Parties and Bond Owners.
Nothing in this Second 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 Second 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 8.02. Severability of Invalid Provisions.
If any one or more of the provisions contained in this Second 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 Second Supplemental Indenture and such invalidity, illegality or
unenforceability shall not affect any other provision of this Second Supplemental Indenture, and
this Second Supplemental Indenture shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein.
Section 8.03. Applicable Provisions of Law.
This Second Supplemental Indenture shall be governed by and construed in accordance
with the laws of the State of Iowa.
Section 8.04. Execution in Several Counterparts.
This Second 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.
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Mary Greeley,41866344,2nd Supp Indenture
* 4829-2223-2593\2 10/30/2012
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. Jwl ems-
Mayor
Attest:
By
City Clerk
[Execution Page for Second Supplemental Indenture of Trust]
Mary Greeley,4 1 8663-44,2nd Supp Indenture
4829-2223-2593\2 10/30/2012
IN WITNESS WHEREOF, the Hospital has caused this Indenture to be signed in its
name by an authorized officer, all as of the day and year first above written.
MARY GREELEY MEDICAL CENTER
By
President
[Execution Page for Second Supplemental Indenture of Trust]
* Mary Greeley,41866344,2nd Supp Indenture
4829-2223-2593\2 10/30/2012
IN WITNESS WHEREOF, the Trustee, in acceptance of the trusts created hereunder, has
caused this Second 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:
Vice President
[Execution Page for Second Supplemental Indenture of Trust]
f
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Mary Greeley,418663-44,2nd Supp Indenture
4829-2223-2593\210/30/2012
EXHIBIT A
UNITED STATES GOVERNMENT OBLIGATIONS
Type of Security Maturity Date Par Amount Rate
12/15/12 $ %
6/15/13 $ %
SCHEDULE OF SERIES 2003 BONDS
Optional
Principal Redemption
Payment Date Interest Maturinp, Principal Premium
12/15/12 $434,150 - 0 - - 0 - N/A
6/15/13 $434,150 $1,420,000 $16,270,000 N/A
A-1
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�a
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M ' Y Greele . PP 418663-44,2nd Su Indenture
�
4829-2223-2593\2 10/30/2012
EXHIBIT B
NOTICE OF DEFEASANCE
City of Ames, Iowa
Hospital Revenue Refunding Bonds
(Mary Greeley Medical Center)
Series 2003
Dated: June 1, 2003
NOTICE IS HEREBY GIVEN that pursuant to and under the authority of the Indenture
of Trust dated as of June 1, 2003 (the "Indenture") among the City of Ames, Iowa(the "Issuer"),
Mary Greeley Medical Center (the "Hospital") and Wells Fargo Bank,National Association (the
"Trustee") authorizing the issuance thereof, the Hospital Revenue Refunding Bonds (Mary
Greeley Medical Center), Series 2003 of the Issuer dated as originally issued as of June 1, 2003
which are to mature on June 15 in each of the years and principal amounts and bearing interest,
and CUSIP numbers as set forth below (the "Defeased Bonds"), are now payable from a special
account established within the Redemption Fund created in the Indenture:
Year Principal Amount Interest Rate CUSIP No.
2013 $1,420,000 5.00% 030850 CX7
2015 $3,045,000 5.00% 030850 CY5
2017 $3,345,000 5.00% 030850 CZ2
2021 $720,000 4.25% 030850 DB4
2021 $7,000,000 5.00% 030850 DA6
2022 $2,160,000 4.50% 030850 DC2
The Defeased Bonds not previously paid at maturity shall be called for optional
redemption on June 151, 2013, at a redemption price equal to 100% of the principal amount
thereof plus accrued interest to the date of redemption.
The account has been established with the undersigned, as Trustee, with cash and United
States Government Obligations, as defined in the Indenture, in an aggregate amount such that the
cash and amounts to be received as principal of and interest on the United States Government
Obligations are sufficient to pay all of the principal of the Defeased Bonds on their stated
maturity date or upon redemption as described above and to pay all of the interest to become due
thereon from the date hereof to such stated maturity date or redemption date. Accordingly, the
Defeased Bonds are deemed to have been paid in accordance with Article X of the Indenture, as
amended and supplemented, authorizing the issuance of the Bonds, and are no longer entitled to
any lien, benefit or security under the Indenture but shall be payable solely from the cash and
United States Government Obligations above referred to and income therefrom.
Bondholders are instructed not to surrender their Defeased Bonds until maturity unless
the Bondholder receives a notice of redemption prior to that time.
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Mary Greeley,418663-44,2nd Supp Indenture
4829-2223-2593\2 10/30/2012
The CUSIP numbers are for convenience only. Wells Fargo Bank, National Association
makes no representation as to the correctness of the CUSIP numbers and reliance should be
placed on the description of the Defeased Bonds themselves.
Wells Fargo Bank,National Association
as Trustee
Dated: November 2012
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