AMENDMENT NO. 3 REIMBURSEMENT AGREEMENT BY AND BETWEEN MEMORIAL HEALTH SYSTEM AND JPMORGAN CHASE BANK, N.A.

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1 AMENDMENT NO. 3 TO REIMBURSEMENT AGREEMENT BY AND BETWEEN MEMORIAL HEALTH SYSTEM AND JPMORGAN CHASE BANK, N.A. RE: $25,000,000 MAXIMUM AGGREGATE PRINCIPAL AMOUNT OF MEMORIAL HEALTH SYSTEM TAXABLE VARIABLE RATE DEMAND REVENUE BONDS, SERIES 2004 DATED AS OF DECEMBER I,

2 AMENDMENT NO. 3 TO REIMBURSEMENT AGREEMENT This Amendment No. 3 to Reimbursement Agreement dated as of December 1, 2015 (this "Amendment"), is by and between Memorial Health System, an Illinois not for profit corporation (together with its successors and assigns, the "Corporation"), and JPMorgan Chase Bank, N.A., a national banking association (as successor to Bank One, NA and, together with its successors and assigns, the "Ban"/C'). WI TN E S S E T H: WHEREAS, the Corporation and the Bank previously entered into that certain Reimbursement Agreement dated as of October 1, 2004, as previously amended by Amendment No. 1 to Reimbursement Agreement dated as of May 1, 2007 and Amendment No. 2 to Reimbursement Agreement dated as of October 23, 2012 (the "Original Reimbursement Agreement" and, as further amended by this Amendment, the "Reimbursement Agreement") in connection with the issuance by the Bank of its Irrevocable Transferable Direct Pay Letter of Credit No dated October 7, 2004 (the "Letter of Credit"), which was issued to secure payment of $25,000,000 Maximum Aggregate Principal Amount of the Memorial Health System Taxable Variable Rate Demand Revenue Bonds, Series 2004 (the "Bonds"); and WHEREAS, the Corporation has requested that the Bank agree to extend the Expiration Date of the Letter of Credit, to adjust certain fees payable in connection therewith, and to provide for certain other amendments as set forth herein, and the Bank has agreed to such amendments on the terms and conditions set forth herein; NOW, THEREFORE, in mutual consideration of the premises and agreements herein contained, and intending to be legally bound hereby, the Corporation and the Bank hereby agree as follows: Section 1. Definitions. (a) Unless otherwise defined herein, all capitalized terms used herein which are defined in the Original Reimbursement Agreement shall have the meanings assigned to them in the Original Reimbursement Agreement. (b) From and after the Effective Date of this Amendment, the defined term "Expiration Date" set forth in Section 1.1 of the Original Reimbursement Agreement is deleted in its entirety and replaced with the following: "Expiration Date" means July 15, 2018, or such later date to which the Letter of Credit is extended pursuant to Section 2.11 hereof. (c) From and after the Effective Date of this Amendment, the defined term "Term Loan Maturity Date" set forth in Section 1.1 of the Original Reimbursement Agreement is deleted in its entirety and replaced with the following: "Term Loan Maturity Date" means the date occurring twenty-four (24) months after a Term Loan is made, but in no event later than July 15, 2020.

3 ( d) The following definitions are hereby added to the Original Reimbursement Agreement in the appropriate alphabetical order: "Anti-Corruption Laws" means all laws, rules, and regulations of any jurisdiction applicable to the Corporation from time to time concerning or relating to bribery or corruption. "Sanctions" means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State. "Sanctioned Country" means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the time of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria). "Sanctioned Person" means, at any time, (a) any, Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, (b) any Person operating, organized or resident in a Sanctioned Country or ( c) any Person owned or controlled by any such Person or Persons described in the foregoing clauses (a) or (b). Section 2. Agreement. Amendment to Certain Provisions of the Original Reimbursement (a) From and after the Effective Date of this Amendment, Section 2.3 of the Original Reimbursement Agreement is deleted in its entirety and replaced with the following: "SECTION 2.3. Letter of Credit Fee. From and after the Effective Date of this Amendment, the Corporation hereby agrees to pay to the Bank certain fees in connection with the Letter of Credit and this Agreement, including an annual facility fee, amendment, draw, renewal and transfer fees, all as set forth in an Amended and Restated Fee Agreement dated December 1, 2015 and executed by the Corporation and the Bank (the "Fee Agreement")." (b) From and after the Effective Date of this Amendment, the following is added as a new Section 4.1 ( q) to the Original Reimbursement Agreement: "(q) Anti-Corruption Laws. The Corporation and each Affiliate have implemented and maintain in effect policies and procedures designed to ensure compliance by the Corporation, each Affiliate, their subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption laws and applicable Sanctions, and the Corporation, its Affiliates and their respective officers and employees and, to the knowledge of the Corporation, its directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) the Corporation, any Affiliate, any subsidiary, any of their respective directors, officers or employees, or (b) to the knowledge of 2

4 the Corporation, any agent of the Borrower, any Affiliate, or any of their subsidiaries that will act in any capacity in connection with or benefit from the Letter of Credit, is a Sanctioned Person. None of the Bonds, the Letter of Credit nor the use of the proceeds thereof or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions." ( c) From and after the Effective Date of this Amendment, Section 5.3 of the Original Reimbursement Agreement is hereby amended to include the following sentence at the end thereof: "The Corporation and each Affiliate will maintain in effect and enforce policies and procedures designed to ensure compliance by the Corporation, each Affiliate, their subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions." ( d) From and after the Effective Date of this Amendment, the following is added as a new Section 5.23 to the Original Reimbursement Agreement: "SECTION Redaction. The Corporation agrees to cause the Remarketing Agent to redact any information in the Agreement, the Letter of Credit or any other document filed under the Municipal Securities Rulemaking Board's Rule G-34 that reveals personal information about the Bank or its employees or agents or could be used in a fraudulent manner (including, but not limited to, fees, letter of credit number, bank account information, signatures and contact information)." ( e) From and after the Effective Date of this Amendment, the following is added as a new Section 5.24 to the Original Reimbursement Agreement: "SECTION Patriot Act. The Corporation (i) will comply with all foreign and domestic laws, rules and regulations (including the USA Patriot Act, foreign exchange control regulations, foreign asset control regulations and other trade-related regulations) now or hereafter applicable to the Letter of Credit, the transactions underlying such Letter of Credit or the Corporation's execution, delivery and performance of this Agreement; (ii) will maintain in effect and enforce policies and procedures designed to ensure compliance by the Corporation, its subsidiaries, affiliates and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions; (iii) will not use, and will ensure that its subsidiaries, affiliates and its or their respective directors, officers, employees and agents will not use, the proceeds of the Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto. Further, the Corporation acknowledges and agrees to provide the Bank additional 3

5 information, records, and docwnentation as requested by the Bank, pursuant to the Bank's programs enacted to comply with Section 326 of the USA Patriot Act, the applicable regulations promulgated thereunder, and Bank's Customer Identification Program and authorizes the Bank to verify information as per the USA Patriot Act Regulation." (f) From and after the Effective Date of this Amendment, Section 7.2 of the Original Reimbursement Agreement is deleted in its entirety and replaced with the following: "SECTION 7.2. Address for Notices. All notices and other communications provided for hereunder shall be in writing and mailed or delivered as follows: Ifto the JPMorgan Chase Bank, N.A. 10 South Dearborn Mail Code IL Chicago, Illinois Attention: Sara F. May Telephone: (312) Facsimile: (312) With copies to: JPMorgan Chase Bank, N.A. 131 South Dearborn 5tll Floor, Mail Code ILl-0236 Chicago, Illinois Attention: Standby Letter of Credit Unit Telephone: (800) Facsimile: (312) Nixon Peabody LLP 3500 Three First National Plaza Chicago, Illinois Attention: Julie K. Seymour Telephone: (312) Facsimile: (312) Ifto the Corporation, to: Memorial Health System 701 North First Street Springfield, Illinois Attention: Senior Vice President and Chief Financial Officer Telephone: (217) Facsimile: (217)

6 or as to each party at such other address as shall be designated by such party in a written notice to the other party. All such notices and other communications shall, when mailed, be effective three (3) days after the date of deposit in the mail, addressed as aforesaid." (g) From and after the Effective Date of this Amendment, the following is added as a new Section 7.17 to the Original Reimbursement Agreement: "SECTION 7.17 Arm's Length Transaction. The Corporation acknowledges and agrees that the transaction described in this Agreement is an arm's length commercial transaction between the Corporation and the Bank in which (i) the Bank is acting solely as a principal and not as an advisor including, without limitation, a "Municipal Advisor" as such term is defined in Section 15B of the Securities and Exchange Act of 1934, as amended, and the related final rules (the "Municipal Advisor Rules"), agent or a fiduciary of the Corporation, (ii) the Bank is relying on the bank exemption in the Municipal Advisor Rules, (iii) the Bank has not provided any advice or assumed any advisory or fiduciary responsibility in favor of the Corporation with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (whether or not the Bank, or any affiliate of the Bank, has provided other services or advised, or is currently providing other services or advising the Corporation on other matters), (iv) the Bank has financial and other interests that differ from those of the Corporation, and (v) the Corporation has consulted with its own financial, legal, accounting, tax and other advisors, as applicable, to the extent it deemed appropriate." Section 3. Extension of Expiration Date of the Letter of Credit. Upon execution and delivery of this Amendment by the Corporation and the Bank and the payment of expenses of the Bank pursuant to Section 2.3 of the Reimbursement Agreement and Section 9 of this Amendment, the Bank will deliver a Notice of Extension of the Letter of Credit to the Trustee, extending the expiration date of the Letter of Credit to July 15, 2018, in substantially the form attached hereto as Exhibit A. Section 4. Representations and Warranties. In order to induce the Bank to enter into this Amendment and to extend the Expiration Date, the Corporation hereby represents and warrants to the Bank as follows as of the Effective Date of this Amendment: (a) This Amendment constitutes a legal, valid and binding obligation of the Corporation enforceable in accordance with its terms. The Corporation has taken all necessary and appropriate corporate action for the approval of this Amendment and the authorization of the execution, delivery and performance hereof. (b) As of the date hereof, there is no Default or Event of Default (each as defined in the Agreement) under the Agreement. ( c) Except as specifically modified herein, all representations and warranties contained in the Agreement, as modified hereby, continue to be true and correct, except to the 5

7 extent any such representation or warranty is stated to relate to an earlier date, in which case such representation or warranty is only warranted to be true and correct as of such earlier date. Section 5. Effective Date; Conditions Precedent. This Amendment will become effective upon its execution by the Corporation and the Bank on December 1, 2015 (the "Effective Date") and satisfaction of the following conditions precedent: (a) The Bank shall have received on or before the Effective Date the following, each dated such date and in such form and substance as is satisfactory to the Bank and its counsel: (i) Agreement; originally executed counterparts of this Amendment and the Fee (ii) evidence that the long-term unenhanced senior debt of the Obligated Group is rated as of the date hereof"al" by Moody's and "AA-" by S&P; and (iii) a certified copy of the resolutions of the Board of Directors of the Corporation authorizing the execution and performance of this Amendment and the Fee Agreement and the extension of the Expiration Date of the Letter of Credit. (b) The following statements shall be true and correct on the Effective Date as they pertain to the Corporation: (i) Since September 30, 2014, there has been no material adverse change in the operations, business, properties, condition (financial or otherwise) of the Obligated Group. (ii) On or prior to the Effective Date, the Bank shall have received reimbursement of the Bank's fees and expenses incurred in connection with this Amendment, plus all reasonable expenses incurred by the Bank in connection with the negotiation, preparation, execution, delivery, modification, amendment or enforcement of this Amendment, the Original Reimbursement Agreement as affected hereby and any related agreements, documents and instruments, including the reasonable fees and expenses of Nixon Peabody LLP, special counsel to the Bank, and any other counsel engaged by the Bank. By executing and delivering this Amendment, the Bank acknowledges and agrees that all conditions precedent to the effectiveness of this Amendment have been satisfied. Section 6. Counteroarts. This Amendment may be signed in one or more counterparts, each of which will constitute an original and all of which taken together will constitute one and the same document. Section 7. Ratification and Acknowledgment. All of the provisions, covenants, terms and conditions of the Reimbursement Agreement shall remain unaltered and in full force and effect, and the Reimbursement Agreement is in all respects agreed to, ratified and confirmed by the Corporation. The Corporation acknowledges and agrees that this Amendment granted herein 6

8 shall not be construed as establishing a course of conduct on the part of the Bank upon which the Corporation may rely at any time in the future. Section 8. Reference to and Effect on the Reimbursement Agreement. Upon the effectiveness of this Amendment, each reference in the Reimbursement Agreement and in other documents describing or referencing the Reimbursement Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like import referring to the Reimbursement Agreement, shall mean and be a reference to the Reimbursement Agreement as modified by the Amendment. Section 9. Expenses. The Corporation agrees to pay, or to reimburse on demand, all reasonable costs and expenses incurred by the Bank in connection with the negotiation, preparation, execution, delivery, modification, amendment or enforcement of this Amendment, the Reimbursement Agreement as affected hereby and any related agreements, documents and instruments, including the reasonable fees and expenses of Nixon Peabody LLP, special counsel to the Bank, and any other counsel engaged by the Bank. [Signature Page Follows] 7

9 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to Reimbursement Agreement to be duly executed of delivered by their respective officers thereunto duly authorized, as of the date first above written. MEMORIAL HEALTH SYSTEM By: N am e: Title: ~~"'"""'~~1-:T--=-~~-'-~~~~~~- JPMORGAN CHASE BANK, N.A. By: ~~~~~~~~~~~~~~~~ Name: Title: Whitney Brady Authorized Officer [Signature Page to Amendment No. 3 to Reimbursement Agreement, Series 2004]

10 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to Reimbursement Agreement to be duly executed of delivered by their respective officers thereunto duly authorized, as of the date first above written. MEMORIAL HEALTH SYSTEM By: ~~~~~~~~~~~~~~~~ Name: Title: Edgar J. Curtis President and Chief Executive Officer JPMORGAN CHASE BANK, N.A. [Signature Page to Amendment No. 3 to Reimbursement Agreement, Series 2004]

11 EXHIBIT A NOTICE OF EXTENSION AMENDMENT JPMORGAN CHASE BANK, N.A. IRREVOCABLE TRANSFERABLE DIRECT PAY LETTER OF CREDIT NO CUSIP No AP2 The Bank of New York Mellon Trust Company, N.A., as successor Trustee 2 North LaSalle Street Chicago, Illinois Attention: Corporate Trust Department RE: $25,000,000 MAXIMUM AGGREGATE PRINCIPAL AMOUNT OF MEMORIAL HEALTH SYSTEM TAXABLE VARIABLE RATE DEMAND REVENUE BONDS, SERIES 2004 Reference is hereby made to that certain Irrevocable Transferable Direct Pay Letter of Credit No dated October 7, 2004 (the "Letter of Credit"), established by us in favor of The Bank of New York Mellon Trust Company, N.A., as successor bond trustee (the "Bond Trustee") under that certain Bond Trust Indenture dated as of October 1, 2004 (the "Bond Indenture") between Memorial Health System and the Bond Trustee. We hereby notify you that the Expiration Date of the Letter of Credit has been extended to July 15, 2018, in accordance with the terms of the Bond Indenture and the Reimbursement Agreement dated as of October 1, 2004, as amended by that certain Amendment No. 1 to Reimbursement Agreement dated as of May 1, 2007, that certain Amendment No. 2 to Reimbursement Agreement dated as of October 23, 2012, and that certain Amendment No. 3 to Reimbursement Agreement dated as of December 1, 2015, each between Memorial Health System and us. This Letter of Credit is amended in the following respects: 1. The last sentence of Paragraph 11 of the Letter of Credit is deleted in its entirety and replaced with the following: "Communications with respect to this Letter of Credit shall be addressed to us at JPMorgan Chase Bank, N.A., 131 South Dearborn, 5th Floor, Mail Code ILl-0236, Chicago, IL , Attention: Standby Letter of Credit Unit, specifically referring to the number of this Letter of Credit. For telephone A-1

12 assistance, please contact the Standby Client Service Unit at or , and have this Letter of Credit number available." All capitalized terms used herein and not otherwise defined herein shall have the same meanings herein as in the Letter of Credit. This notice should be attached to the Letter of Credit and made a part thereof. [Signature Page Follows] Dated: December 1, JPMORGAN CHASE BANK, N.A. A-2