MASTER TRUST INDENTURE BETWEEN MAPLE GROVE HOSPITAL CORPORATION AND. U.S. BANK NATIONAL ASSOCIATION, as Trustee. Dated as of May 1, 2017

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1 DRAFT: 3/30/2017 BETWEEN MAPLE GROVE HOSPITAL CORPORATION AND U.S. BANK NATIONAL ASSOCIATION, as Trustee Dated as of May 1, 2017 Relating to Notes of Obligated Group Members Including Maple Grove Hospital Corporation

2 Table of Contents (This Table of Contents is not a part of this Master Trust Indenture and is only for convenience of reference) GRANTING CLAUSES... 2 DIVISION I... 2 DIVISION II... 2 DIVISION III... 2 ARTICLE I DEFINITIONS AND SIMILAR TERMS... 4 Section 1.1 Definitions... 4 Section 1.2. Interpretation Section 1.3. Exhibit ARTICLE II THE NOTES Section 2.1. Series, Designation and Amount of Notes Section 2.2. Payment of Notes Section 2.3. Execution Section 2.4. Authentication Section 2.5. Form of Notes; Temporary Notes Section 2.6. Mutilated, Lost, Stolen or Destroyed Notes Section 2.7. Registration; Negotiability; Cancellation Upon Surrender; Exchange of Notes Section 2.8. Purposes for Which Notes May be Issued Section 2.9. Conditions Precedent to Issuance of Notes ARTICLE III PREPAYMENT OR REDEMPTION OF NOTES Section 3.1. Prepayment or Redemption Dates and Prices Section 3.2. Notice of Prepayment or Redemption Section 3.3. Cancellation Section 3.4. Partial Prepayment or Redemption of Notes Section 3.5. Effect of Call for Prepayment or Redemption Section 3.6. Purchase of Notes ARTICLE IV GENERAL COVENANTS Section 4.1. Payment of Principal, Premium, if any, and Interest Section 4.2. Performance of Covenants Section 4.3. Representations and Warranties by the Obligated Group Section 4.4. Obligated Group Member Section 4.5. Cessation of Status as an Obligated Group Member Section 4.6. Covenants as to Legal Existence, Maintenance of Properties, and Similar Matters Section 4.7. Insurance Section 4.8. Right to Perform Obligated Group s Covenants: Advances Section 4.9. Rates and Charges Section Damage or Destruction Section Condemnation Section Other Provisions with Respect to Net Proceeds i

3 Section Merger, Consolidation, Sale or Conveyance Section Financial Statements, Etc Section Negative Pledge Section Permitted Additional Indebtedness Section Calculation of Debt Service Coverage Section 4.18 Sale, Lease or Other Disposition of Assets Section Further Assurances; Additional Property; Release of Trust Estate for Permitted Encumbrance Section Indemnity Section Partnerships and Joint Ventures ARTICLE V REMEDIES Section 5.1. Extension of Payment; Penalty Section 5.2. Events of Default Section 5.3. Acceleration Section 5.4. Remedies; Rights of Noteholders Section 5.5. Direction of Proceedings by Holders Section 5.6. Appointment of Receiver Section 5.7. Application of Moneys Section 5.8. Remedies Vested in Trustee Section 5.9. Rights and Remedies of Noteholders Section Termination of Proceedings Section Waiver of Events of Default Section Obligated Group Members Rights of Possession and Use of Its Property Section Notice of Default ARTICLE VI THE TRUSTEE Section 6.1. Acceptance of the Trusts Section 6.2. Fees, Charges and Expenses of Trustee and any Additional Paying Agent Section 6.3. Notice to Noteholders if Default Occurs Section 6.4. Intervention by Trustee Section 6.5. Successor Trustee Section 6.6. Corporate Trustee Required; Eligibility Section 6.7. Resignation by the Trustee Section 6.8. Removal of Trustee Section 6.9. Appointment of Successor Trustee by the Noteholders; Temporary Trustee Section Concerning Any Successor Trustees Section Trustee Protected in Relying Upon Resolution, Etc Section Successor Trustee as Trustee of Funds, Paying Agent and Note Registrar Section Appointment of Separate or Co-Trustee ARTICLE VII SUPPLEMENTAL INDENTURES Section 7.1. Supplemental Indentures Not Requiring Consent of Holders Section 7.2. Supplemental Indentures Requiring Consent of Noteholders ARTICLE VIII SATISFACTION OF THE INDENTURE Section 8.1. Defeasance Section 8.2. Provision for Payment of Particular Series of Notes or Portion Thereof ii

4 ARTICLE IX ACTS OF HOLDERS; MANNER OF EVIDENCING OWNERSHIP; DISCOUNT NOTES AND BONDS Section 9.1. Acts of Holders; Proof of Ownership Section 9.2. Calculation of Principal Amount of Discount Notes and Bonds ARTICLE X MISCELLANEOUS Section Limitation of Rights Section Unclaimed Moneys Section Severability Section Notices Section Trustee as Paying Agent and Registrar Section Counterparts Section Applicable Law Section Immunity of Officers, Employees and Members of Corporation and Other Obligated Group Members Section Declaratory Relief and Construction of Indenture and Related Loan Documents Section Modification or Waiver of Provisions in Related Loan Documents or Other Security Documents and Obligated Group Agreement TESTIMONIUM SIGNATURES EXHIBIT A Obligated Group Agreement iii

5 THIS dated as of May 1, 2017, between Maple Grove Hospital Corporation, a nonprofit corporation duly organized and validly existing under the laws of the State of Minnesota (the Corporation ), and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States of America, with its principal corporate trust office located at St. Paul, Minnesota (the Trustee ). W I T N E S S E T H: WHEREAS, the Corporation is authorized by law, and deems it necessary and desirable, to enter into this Indenture for the purpose of providing for the issuance from time to time of Notes of one or more series, not limited as to number, which Notes will be joint and several obligations of the Members of the Obligated Group, including the Corporation, in order to obtain financing or refinancing for the acquisition or betterment of health care facilities or of other facilities and for other lawful and proper corporate purposes; and WHEREAS, all acts and things necessary to constitute this Indenture a valid indenture and agreement according to its terms have been done and performed, the Corporation has duly authorized the execution and delivery of this Indenture, and the Corporation, in the exercise of the legal right and power vested in it, executes this Indenture and proposes to make, execute, issue and deliver to the Trustee one or more Notes of each series, constituting obligations (in accordance with their terms) of Members of the Obligated Group; and WHEREAS, at the time Notes of each series are issued and authenticated and delivered by the Trustee, in accordance with the provisions of this Indenture and of the Related Supplemental Indenture creating Notes of such series, all acts and things necessary to authorize such Notes and constitute such Notes the valid, binding and legal obligations of the Members of the Obligated Group will have been done and performed; and WHEREAS, the Corporation has determined that the Notes are to be issued in fully registered form without coupons and that the form of each such Note, the certificate of authentication by the Trustee, and the registration provisions shall be substantially as set forth in the Related Supplemental Indenture, with such modifications, insertions, omissions and changes as are required or permitted by this Indenture or any Related Supplemental Indenture hereafter entered into under the provisions of this Indenture; and WHEREAS, that certain Master Trust Indenture dated as of May 1, 2007, between the Corporation and Wells Fargo Bank, National Association has been satisfied and discharged by reason of the defeasance of the obligations outstanding thereunder. * * * * * * NOW, THEREFORE, THIS INDENTURE WITNESSETH: That in order to declare the terms and conditions upon which Notes of each series are authenticated, issued and delivered, and in consideration of the premises, of the purchase and acceptance of Notes of each series by the holders thereof and of the sum of One Dollar to it duly paid by the Trustee at the time of execution of these presents, the receipt of which is hereby acknowledged, the Corporation and each other Member of the Obligated Group covenants and 1

6 agrees with the Trustee, for the equal and proportionate benefit of the respective holders from time to time of Notes, as follows: GRANTING CLAUSES That the Corporation and each other Member of the Obligated Group in consideration of the premises and of the purchase of the Notes and of other good and lawful consideration, the receipt of which is hereby acknowledged, and to secure the payment of the principal of, premium, if any, and interest on the Notes and the performance and observance of all of the covenants and conditions herein or therein contained, but subject to the provisions of this Master Indenture, has executed and delivered this Indenture and has conveyed, mortgaged, granted, assigned, transferred, pledged, set over and confirmed a security interest in, and by these presents does hereby convey, mortgage, grant, assign, transfer, pledge, set over and confirm a security interest in, unto the Trustee, its successor or successors and its or their assigns forever, with power of sale, all and singular the property, real and personal, hereinafter described (such property being referred to as the Trust Estate ) to-wit: DIVISION I All revenues of the Corporation and each other Member of the Obligated Group, including accounts receivable, contract rights, general intangibles, rents, issues, profits, condemnation awards, insurance proceeds, gifts, grants, bequests, donations and contributions (other than gifts, grants, bequests, donations and contributions to the Corporation or other Member of the Obligated Group, heretofore or hereafter made, and the income and gains derived therefrom, which are specifically restricted by the donor or grantor to a particular purpose which is inconsistent with their use for payments required under this Indenture or on the Notes), and all other revenues, money, instruments, securities and income arising from the business of the Corporation or any other Member of the Obligated Group or owing to the Corporation or any other Member of the Obligated Group or received in the course of business of the Corporation or any other Member of the Obligated Group, or arising from the Corporation or an Obligated Group Member s ownership and operation of its property and that of others (such property being hereinafter referred to as the Revenues ), subject however to Permitted Encumbrances as defined herein; and DIVISION II Any and all Pass-Through Obligations in favor of the Corporation or any other Member of the Obligated Group with respect to which the related Covered Indebtedness is evidenced by Notes and Obligated Group Agreements, as those terms are hereinafter defined; and DIVISION III Any and all other property of every kind and nature from time to time hereafter, by delivery or by writing of any kind, conveyed, pledged, assigned or transferred as and for additional security hereunder by the Corporation or any other Member of the Obligated Group or by anyone on its behalf to the Trustee, including without limitation, funds of the Corporation or any other Member of the Obligated Group held by the Trustee as security for the payment of any of the Notes; 2

7 TO HAVE AND TO HOLD, all and singular, the properties and the rights and privileges hereby conveyed, assigned and pledged (or intended so to be) by the Corporation or any other Member of the Obligated Group, unto the Trustee and its successors and assigns forever, in trust, nevertheless, with power of sale for the equal and pro rata benefit and security of each and every holder of the Notes issued and to be issued hereunder, without preference, priority or distinction as to participation in the lien, benefit and protection hereof of one Note over or from the others, by reason of priority in the issue or negotiation or maturity thereof, or for any reason whatsoever, except as herein otherwise expressly provided, so that each and all of such Notes shall have the same right, lien and privilege under this Indenture and shall be equally secured hereby with the same effect as if the same had all been made, issued and negotiated simultaneously with the delivery hereof and were expressed to mature or be payable on one and the same date; PROVIDED, NEVERTHELESS, and these presents are upon the express condition, that if the Corporation or its successors or assigns or other Members of the Obligated Group or their successors or assigns shall well and truly pay or cause to be paid the principal of all Notes with interest, according to the provisions set forth in the Notes and each of them or shall provide for the payment or redemption of such Notes by depositing or causing to be deposited with the Trustee the entire amount of funds or securities requisite for payment or redemption thereof when and as authorized by the provisions hereof, and shall also pay or cause to be paid all other sums payable hereunder by the Corporation and the other Members of the Obligated Group, then these presents and the estate and rights hereby granted shall cease, determine and become void, and thereupon the Trustee, on payment of its lawful charges and disbursements then unpaid, on demand of the Corporation and all other Members of the Obligated Group and upon the payment of the cost and expenses thereof, shall duly execute, acknowledge and deliver to the Corporation and all other Members of the Obligated Group such instruments of satisfaction or release as may be necessary or proper to discharge this Indenture of record, and if necessary shall grant, reassign and deliver to the Corporation and such other Members of the Obligated Group and its or their successors or assigns, all and singular the property, rights, privileges and interests by it or them hereby granted, conveyed and assigned, and all substitutes therefor, or any part thereof, not previously disposed of or released as herein provided; otherwise this Indenture shall be and remain in full force and effect. 3

8 ARTICLE I DEFINITIONS AND SIMILAR TERMS Section 1.1 Definitions. For all purposes of this Indenture (and any Related Supplemental Indenture), the following capitalized terms shall have the following meanings, respectively, unless the context in which the defined term is used clearly requires a different interpretation: Accountant shall mean an Independent certified public accountant or Independent firm of certified public accountants employed or retained by the Corporation. Accreted Value means, when used with respect to Discount Note(s) or Discount Related Bonds and as of any particular date, the accreted value of such Discount Note(s) as of such date as set forth in a table in the Related Supplemental Indenture or the accreted value of such Discount Related Bonds as of such date as set forth in a table in the Related Bond Indenture; provided that if no such table is included in the Related Supplemental Indenture or in the Related Bond Indenture, the Accreted Value shall at all times be equal to the principal amount of such Notes or Bonds. Additional Indebtedness means any Indebtedness (including all Notes) incurred, assumed or guaranteed subsequent to the issuance of the Initial Notes under the Initial Supplemental Indenture by a Member of the Obligated Group, subsequent to its becoming a Member of the Obligated Group. Architect means an Independent Person who is a registered architect in any one or more states selected by the Corporation. Assumed Amortization Period means, when used with respect to Balloon Indebtedness, the number of years over which such Indebtedness is assumed to mature for the purpose of compliance with the conditions precedent to the issuance of such Indebtedness under Section 4.16 hereof and for the purpose of determining the Long-Term Debt Service Requirement. Assumed Interest Rate means, when used with respect to Variable Rate Indebtedness and Balloon Indebtedness, the rate of interest such Indebtedness is assumed to bear, as provided in Section 4.17 hereof, for the purpose of compliance with the conditions precedent to the issuance of such Indebtedness under Section 4.16 hereof and for the purpose of determining the Long-Term Debt Service Requirement. Balloon Indebtedness means Long-Term Indebtedness 25% or more of the original principal amount of which (i) is due or required to be purchased by the issuer thereof (other than at the option of the Holder) in any 12-month period or (ii) may, at the option of the Holder thereof, be required to be redeemed, prepaid, purchased directly or indirectly by the issuer of such Indebtedness or otherwise paid in any 12-month period, other than by redemption or acceleration thereof upon the occurrence of an event of default; provided, that, in calculating the principal amount of such Indebtedness due or required to be redeemed, prepaid, purchased or otherwise paid in any 12-month period, such principal amount shall be reduced to the extent that all or any portion of such amount is required to be amortized prior to such 12-month period. 4

9 Balloon Year means the twelve month period in which 25% or more of the principal amount of Balloon Indebtedness is due or required to be purchased by the issuer thereof (other than at the option of the Holder) or may at the option of the Holder thereof, be required to be redeemed, prepaid, purchased directly or indirectly by the issuer of such Indebtedness or otherwise paid other than by redemption or acceleration thereof upon the occurrence of an event of default. Board means the Board of Directors or the Board of Trustees (however denominated) of the Corporation or of any other Member of the Obligated Group, as the case may be, or any committee thereof duly authorized to exercise the power or authority of the Board with respect to the action or question in issue. Bond Counsel means any Independent firm of nationally recognized bond counsel experienced in matters relating to tax-exempt financing, selected by the Corporation (on behalf of the Obligated Group). Book Value when used with reference to any Property of any Person or group of Persons, means the value of such Property, net of accumulated depreciation and amortization, as reflected in the most recent audited financial statements of such Person or Persons which have been prepared in accordance with generally accepted accounting principles; and, when used with reference to any Property of the Obligated Group as a whole, means the aggregate value of such Property, net of accumulated depreciation and amortization, as reflected in the most recent audited combined financial statements of the Obligated Group which have been prepared in accordance with generally accepted accounting principles, provided that such aggregate value shall be calculated in such a manner that no portion of the value of any Property of any Member of the Obligated Group shall be included more than once. In the case of Property acquired since the date of the most recent audited financial statements of a Person, Book Value means the value of such Property, net of accumulated depreciation and amortization, as reflected or as it would be reflected, in conformity with generally accepted accounting principles, in the books, records or other accounts of such Person as of the then most recent practicable date. Capitalization Ratio means as of any date of calculation the ratio (stated as a percentage) consisting of a numerator equal to the amount of the Indebtedness of the Members of the Obligated Group, other than any Crossover Refunding Indebtedness of the Members of the Obligated Group, and a denominator equal to (i) the amount of the numerator, plus (ii) the Fund Balances of the Obligated Group. For the purpose of calculating the Capitalization Ratio there shall be included in the Indebtedness of the Obligated Group (A) with respect to any Guaranty constituting Indebtedness of the Obligated Group, only that portion of the principal amount of such Indebtedness subject to the Guaranty equal to the percentage of annual debt service included under Section 4.17(d) hereof in calculating the Maximum Annual Debt Service Requirement of the Obligated Group, and (B) with respect to any Covered Indebtedness of the Obligated Group, only that portion of the principal amount of such Covered Indebtedness equal to the percentage of annual debt service included under Section 4.17(d) hereof in calculating the Maximum Annual Debt Service Requirement of the Obligated Group. 5

10 Capitalized Interest means that amount of the proceeds of the sale of any Note, Related Bond or other Indebtedness which is to be used to pay all or a portion of the interest accruing on any Note or Related Bond or other Indebtedness during the period (or any portion of the period) in which any Facilities to be financed or refinanced with the proceeds of such Note, Related Bond or other Indebtedness are to be acquired, constructed, remodeled, renovated, rehabilitated or equipped. Capitalized Lease means any lease of Property which, in accordance with generally accepted accounting principles, is required or permitted to be capitalized on the financial statements of the lessee. Capitalized Rentals means, as of the date of determination, the amount at which the aggregate Net Rentals due and to become due under a Capitalized Lease would be reflected as a liability on a balance sheet of the lessee under such Capitalized Lease. Code means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. Commitment, when used with respect to Balloon Indebtedness or Put Indebtedness, means a binding written commitment from a financial institution, surety or insurance company to refinance or purchase such Indebtedness on or prior to the maturity date thereof, including without limitation any letter of credit (and the reimbursement agreement relating thereto), line of credit, purchase agreement or other commitment made to assure payment or purchase of such Indebtedness. Completion Indebtedness means Indebtedness incurred to complete the acquisition, construction, rehabilitation, renovation, remodeling or equipping of Facilities, and for which Long-Term Indebtedness has been previously incurred; provided that the term Completion Indebtedness shall only include that principal amount of Indebtedness which is necessary to (i) finance the completion of such acquisition, construction, rehabilitation, renovation, remodeling or equipping, (ii) pay any related issuance expenses, including any underwriting discount, (iii) fund any Capitalized Interest relating thereto, and (iv) in connection with any Related Bonds, fund any reserve fund established by the Related Bond Indenture. Construction Index means the health care component of the implicit price deflator for the gross national product as reported by the United States Department of Commerce or its successor agency or, if such index is no longer published, such other index which is certified to be comparable and appropriate by the Corporation in an Officer s Certificate delivered to the Trustee. Consultant means an Independent Person who is a nationally recognized professional health care management consultant having the skill and experience necessary to render the particular report required and is selected by the Trustee. Consultant s Report means a written report of a Consultant delivered to the Trustee. Contributions means the aggregate amount of all contributions, grants, gifts, bequests and devises actually received in cash or marketable securities by a Person during any particular 6

11 period of time which are not restricted in any way which would prevent their application to the payment of debt service on Indebtedness. Corporation means Maple Grove Hospital Corporation, a nonprofit corporation organized and existing under the laws of the State of Minnesota, and its successors and assigns and any surviving, resulting or transferee entity as permitted under Section 4.13 hereof. Counsel means an attorney duly admitted to practice law before the highest court of any state and, without limitation, may include legal counsel for the Corporation, the Trustee or any Related Bond Trustee. Covered Indebtedness means all or that portion of any Indebtedness, including interest and any redemption premium thereon, of any Member of the Obligated Group to the extent that a Pass-Through Obligation provides for payment of such Indebtedness. Crossover Date means the date on which or by which the proceeds of Crossover Refunding Indebtedness as specified in the documents relating to the Crossover Refunding Indebtedness are to be applied so as to render Outstanding Indebtedness no longer Outstanding. Crossover Refunding Escrow means an escrow established in connection with the issuance of Crossover Refunding Indebtedness in which the proceeds of the Crossover Refunding Indebtedness, less all or a portion of the amounts to be used to pay costs of issuance thereof and to fund any reserve or similar account established in connection therewith, are deposited upon the issuance thereof into a separate segregated account, the amounts in which are required at some future time to be used, to pay principal of and premium, if any, on the Outstanding Indebtedness to be refinanced or refunded with such Crossover Refunding Indebtedness or are to be applied in such a manner so as to render the Outstanding Indebtedness to be refinanced or refunded no longer outstanding, and prior to being used for such purpose, amounts in such escrow may only be applied to pay debt service on the Crossover Refunding Indebtedness and such amounts are sufficient to pay all debt service on the Crossover Refunding Indebtedness scheduled to come due prior to the Crossover Date for such Crossover Refunding Indebtedness. Crossover Refunding Indebtedness means all Indebtedness incurred, assumed or guaranteed for the purpose of refinancing or refunding Outstanding Indebtedness, the proceeds of which, less all or a portion of the amounts to be used to pay costs of issuance thereof and to fund any reserve or similar account established in connection therewith, are to be deposited in a Crossover Refunding Escrow upon the issuance thereof. Current Assets and Current Liabilities mean such assets and liabilities of any Person as shall be determined in accordance with generally accepted accounting principles; provided, however, that (a) such current assets shall include: (i) Board Designated Funds, to the extent that such Funds would be classified as current assets in accordance with generally accepted accounting principles if they were not so designated, and (ii) any Capitalized Interest which is to be used to pay interest on Indebtedness which is classified as a current liability in accordance with generally accepted accounting principles, and (b) such current liabilities shall exclude any Short-Term Indebtedness which qualifies as Balloon Indebtedness. 7

12 Current Ratio means as of any date of calculation the ratio (stated as a percentage) consisting of a numerator equal to the amount determined by dividing the Current Assets of the Members of the Obligated Group by the Current Liabilities of the Members of the Obligated Group and a denominator of one. Current Value means, with respect to Property not constituting land, buildings or fixtures, the Book Value thereof, and means, with respect to any Property constituting land, buildings or fixtures, 125% of the Book Value thereof. Notwithstanding the foregoing, the Person owning such Property may elect to have such Property appraised, in which case Current Value shall mean (i) the fair market value of all Property as evidenced by a written report delivered to the Trustee within 24 months prior to the date such computation of Current Value is made, which report is dated not more than 24 months prior to the date of submission to the Trustee, by an appraiser who is a Member of the Appraisal Institute (MAI) and selected by the Corporation, increased or decreased by a percentage equal to the percentage increase or decrease in the Construction Index from the date of such report to the date on which the Construction Index has last been reported prior to the date as of which Current Value is to be calculated; (ii) plus the Book Value of any Property acquired since the date of such written report increased or decreased by a percentage equal to the percentage increase or decrease in the Construction Index from the date of acquisition of such Property to the date on which the Construction Index has last been reported prior to the date as of which Current Value is to be calculated; and (iii) minus the Book Value of any Property disposed of since the date of such written report as certified by such Person to the Trustee. Discount Notes or Discount Related Bonds means (i) in the case of Notes, any Note issued to secure Discount Related Bonds or initially offered to the public at a price less than the principal amount thereof, and (ii) in the case of Discount Related Bonds, any Related Bonds initially offered (other than to the underwriters thereof) at a price less than the principal amount thereof. Facilities means all land, leasehold interests and buildings and all fixtures and equipment owned by a particular Person or group of Persons and which, under generally accepted accounting principles, may be depreciated, and all land. Fiscal Year means the 12-month period ending on December 31 of each year, or such other 12-month period set forth in an Officer s Certificate of the Corporation filed with the Trustee as the fiscal year of the Corporation for accounting purposes. Except as otherwise provided herein, whenever reference is made in this Indenture to a determination of revenues, expenses, debt coverage or other accounting calculations to be made for, or with respect to, a Fiscal Year, such reference shall be to that Fiscal Year immediately preceding the date of such determination or calculation for which audited financial statements have been prepared and are then available. Fitch means Fitch Investors Service, Inc., a corporation organized and existing under the laws of the State of New York, its successors and assigns. Fund Balances shall mean the fund balances of any Person, if such Person is a nonprofit corporation, the shareholders equity of any Person, if such Person is a for-profit 8

13 corporation, or the net worth of any other Person, if such Person is not a corporation, as shall be determined in accordance with generally accepted accounting principles. Unless otherwise specifically stated herein, the term Fund Balances shall refer to the combined or consolidated Fund Balances of each Member of the Obligated Group. Government Obligations means (a) direct general obligations of, or obligations the prompt payment of the principal of and the interest on which are fully and unconditionally guaranteed by, the United States of America, (b) obligations the payment of the principal of, premium, if any, and interest on which are fully guaranteed as a full faith and credit obligation of the United States of America, (c) bonds, notes or other debt obligations issued by a State or political subdivision or municipal corporation thereof which are then payable solely from an escrow or similar fund or account containing only cash and/or obligations of the type described in clause (a) or (b) above, (d) certificates or other evidence of ownership in principal to be paid or interest to accrue on a pool of obligations of the types described in clause (a) or (b) above, which obligations are held by a custodian (any obligations described in clause (a) or (b) above may be issued or held in book entry form on the books of the Department of Treasury of the United States of America.) Gross Revenues means, for any period of calculation, the aggregate, calculated in accordance with generally accepted accounting principles of all operating and non-operating revenues of the Person or group of Persons for which the calculation is made, including, but without limiting the generality of the foregoing, (a) net patient service revenues less contractual allowances and discounts for uncompensated care, (b) other operating revenues, less contractual allowances, (c) Contributions, (d) unrestricted investment income, (e) unrestricted endowment income, (f) net proceeds from business interruption insurance, and (g) any Capitalized Interest to be applied during the period of calculation; provided, that any calculation of the Gross Revenues of the Obligated Group or any Member thereof shall not take into account (A) any items which in accordance with generally accepted accounting principles are extraordinary or nonrecurring items, or (B) any amounts received by any Member of the Obligated Group on any Pass-Through Obligation (other than amounts, if any, received by such Person during the period of calculation in excess of the debt service on the corresponding Covered Indebtedness) or (C) any revenues derived from Property which secures Non-Recourse Indebtedness which are used or are expected to be used to pay principal of and interest on such Non-Recourse Indebtedness, or (D) any investment income on amounts held in a Crossover Refunding Escrow or any other escrow or similar fund, if and to the extent such investment income is taken into account for the purpose of reducing debt service on Indebtedness in calculating the Long Term Debt Service Requirement, or (E) any unrealized gains on the valuation of investments and provided, further that, if such calculation of Gross Revenues is being made with respect to the Obligated Group, Gross Revenues shall be calculated in a manner such that Gross Revenues attributable to transactions between any Member of the Obligated Group and any other Member of the Obligated Group shall be excluded. Guaranty means all obligations of the Corporation or any other Obligated Group Member guaranteeing in any manner any obligation of any Third Party which would, if such obligation were the obligation of the Corporation or such Obligated Group Member, constitute Indebtedness. 9

14 Historical Debt Service Coverage Ratio means, for any particular period of time, a ratio (stated as a percentage) consisting of a numerator equal to the amount determined by dividing Income Available for Debt Service for that period by the Long-Term Debt Service Requirement for such period and a denominator of one. Unless otherwise specified in the text in which the defined term is used, Historical Debt Service Coverage Ratio shall be that ratio which is applicable to the Obligated Group. Historical Maximum Annual Debt Service Coverage Ratio means, for any period of time, the ratio (stated as a percentage) consisting of a numerator equal to the amount determined by dividing Income Available for Debt Service for that period by the Maximum Annual Debt Service Requirements and a denominator of one. Unless otherwise specified in the text in which the defined term is used, Historical Maximum Annual Debt Service Coverage Ratio shall be that ratio which is applicable to the Obligated Group. Historical Pro Forma Debt Service Coverage Ratio means, for any period of time, the ratio (stated as a percentage) consisting of a numerator equal to the amount determined by dividing Income Available for Debt Service for that period by the Maximum Annual Debt Service Requirement for the Long-Term Indebtedness then outstanding (other than any Long- Term Indebtedness being refunded with the Long-Term Indebtedness then proposed to be issued) and the Long-Term Indebtedness then proposed to be issued and a denominator of one. Unless otherwise specified in the text in which the defined term is used, Historical Pro Forma Debt Service Coverage Ratio shall be the ratio that is applicable to the Obligated Group. Holders, when used with respect to a Note, shall mean the registered owner of such Note, as shown on the books and records of the Trustee kept for that purpose; when used with respect to a Related Bond, shall mean (if such Related Bond is registered) the registered owner of such Related Bond, as shown on the books and records of the Related Bond Trustee kept for that purpose or (if such Related Bond is in non-registered form) the holder thereof; and, when used with respect to other Indebtedness, shall mean the owner or holder thereof or a trustee representing the holders thereof. Income Available for Debt Service means, for any period of calculation, the excess of Gross Revenues over Operating Expenses of the Person or group of Persons for which the calculation is made. Unless otherwise specifically stated herein, the term Income Available for Debt Service shall mean the Income Available for the Debt Service of the Obligated Group. Indebtedness means all guaranties, all obligations for borrowed money, all installment purchase, capital lease and similar obligations, incurred or assumed by a particular Person or group of Persons, but excluding any such obligation for which there has been established an escrow or similar fund or account, satisfactory to the Holder of such obligation, for the payment in full of such obligation when due and for which such Holder has exclusive recourse. In calculating Indebtedness of the Obligated Group, there shall be excluded (A) Indebtedness incurred by any Member of the Obligated Group to another Member of the Obligated Group, (B) any Guaranty by any Member of the Obligated Group of Indebtedness of any other Member of the Obligated Group and, (C) accounts payable, trade accounts or accrued expenses or liabilities or similar obligations incurred or assumed by a Person in the ordinary course of business. 10

15 Indenture means this Master Indenture, as the same may be from time to time amended or supplemented in accordance with the terms hereof. Independent, when used with respect to any specified Person, means such a Person who (i) does not have any direct financial interest in the Corporation or any other Obligated Group Member, other than the payment to be received under the contract for services to be performed by such Person; and (ii) is not an officer, employee, underwriter, partner, affiliate, subsidiary, or person performing similar functions for any Obligated Group Member and (iii) when used with respect to any Person other than Counsel, is not a trustee or director of any Obligated Group Member. Independent Architect means an architect, engineer or firm of architects or engineers selected by the Corporation and licensed by, or permitted to practice in, the state where the construction involved is located, which architect, engineer or firm of architects or engineers shall have no interest, direct or indirect, in the Corporation and, in the case of an individual, shall not be a partner, member, director, officer, controlling shareholder or employee of the Corporation and, in the case of a firm, shall not have a partner, member, director, officer or employee who is a partner, member, director, officer, controlling shareholder or employee of the Corporation; it being understood that an arm s-length contract with the Corporation for the performance of architectural or engineering services shall not in and of itself be regarded as creating an interest in or an employee relationship with such entity and that the term Independent Architect may include an architect or engineer or a firm of architects or engineers who otherwise meet the requirements of this definition and who also are under contract to construct the facility which they have designed. Initial Note means the Series 2017A Note in the aggregate principal amount of $, to be issued in connection with the issuance of a series of Related Bonds by the City of Maple Grove, Minnesota. Initial Supplemental Indenture means Supplemental Indenture No. 1 pursuant to which the Initial Note is issued. Insurance Consultant means an Independent Person appointed by the Corporation or another Member of the Obligated Group, qualified to survey risks and to recommend insurance coverage for hospital or health care facilities and services of the type involved, and having a favorable reputation for skill and experience in such surveys and such recommendations. Insurer means any insurance company, bank, bond insurer or other financial institution which has issued an insurance policy or similar instrument insuring or guaranteeing, or in effect insuring or guaranteeing, all or a portion of the principal and interest payments to be made on scheduled payment dates on a particular Note or Notes all or a portion of or the principal and interest payments to be made on scheduled payment dates on a particular series of Related Bonds. Lien means any mortgage or pledge of, security interest in or lien, charge or encumbrance on any Property of the Corporation or any other Member of the Obligated Group which secures any obligation to any Third Party. 11

16 Liquid Assets means cash and cash equivalents, board designated investments and marketable securities (other than accounts receivable). Long-Term Debt Service Requirement means, for any particular period of time, the aggregate, without duplication, of the payments to be made during such period in respect of principal and interest (including mandatory sinking fund obligations) on Outstanding Long-Term Indebtedness of each Person or group of Persons with respect to which the calculation is being made. In calculating the Long-Term Debt Service Requirement; (i) debt service payments shall be calculated in accordance with all applicable assumptions contained in Section 4.16 and 4.17 hereof; (ii) with respect to Indebtedness subject to mandatory redemption or purchase in specified amounts and at specified times, the amount of principal coming due on such dates shall be taken into account; (iii) the principal of and interest on Non-Recourse Indebtedness payable from revenues derived from the Property which secures such Non-Recourse Indebtedness shall be excluded; (iv) in the case of Indebtedness incurred to finance the acquisition, construction, remodeling, renovation or equipping of Facilities, the interest on such Indebtedness shall be excluded from the determination of Long-Term Debt Service Requirement to the extent that (A) the same is to be provided from Capitalized Interest and (B) such Capitalized Interest is not included in Income Available for Debt Service against which the Long-Term Debt Service Requirement is being compared. Long-Term Indebtedness means, with respect to a particular Person or group of Persons, all Indebtedness incurred or assumed by such Person or group of Persons for any of the following: (a) payments of principal and interest with respect to money borrowed for an original term, or renewable for a period from the date originally incurred, longer than one year; (b) Capitalized Rentals under Capitalized Leases having an original term, or renewable for a period from the date originally incurred, longer than one year; and (c) payments under installment purchase contracts or similar contracts for the purchase or acquisition of Property having an original term in excess of one year. including Guaranties of obligations which constitute Long-Term Indebtedness, and the current portion of Long-Term Indebtedness. Matured Guaranty means, as of any particular date, a Guaranty under the provisions of which a Member of the Obligated Group was required to make a payment or payments on the most recent date on which principal of and/or interest was due and payable on the obligation guaranteed by such Guaranty. Maximum Annual Debt Service Requirement means the highest Long-Term Debt Service Requirement for the then current or any succeeding Fiscal Year. Moody s means Moody s Investors Service, a corporation organized and existing under the laws of the State of Delaware, its successors and assigns. 12

17 Net Proceeds means, when used with respect to any insurance or condemnation award, the gross proceeds from the insurance or condemnation award with respect to which that term is used remaining after payment of all expenses (including attorney s fees, adjuster s fees and any expenses incurred in the collection of such gross proceeds). Net Rentals means all fixed rents (including as such all payments which the lessee is obligated to make to the lessor on termination of the lease or surrender of the Property other than upon termination of the lease for a default thereunder) payable under a lease or sublease of Property excluding any amounts required to be paid by the lessee (whether or not designated as rents or additional rents) on account of maintenance, repairs, insurance, taxes and similar charges. Non-Recourse Indebtedness means any Indebtedness secured by a Lien, liability for which is effectively limited to the Property purchased or otherwise acquired with the proceeds of such Indebtedness with no recourse, directly or indirectly, to any other Property of any Obligated Group Member. Note shall mean a Note issued under this Indenture. References to a series of Notes or Notes of a particular series are to all of the Notes issued under one Related Supplemental Indenture. Noteholder or Holder of a Note or Owner of a Note shall mean the registered owner of a Note. Obligated Group means, as of any particular date, collectively, the Corporation and all other Members of the Obligated Group as of that date. Obligated Group Agreement means an agreement between and among the Corporation, all other Members of the Obligated Group, if any, and any Person, and the Trustee, substantially in the form attached hereto as Exhibit A, pursuant to which such Person specifically (i) agrees to become an Obligated Group Member, (ii) agrees to be bound by all of the terms and provisions of this Indenture, including those covenants, agreements and restrictions applicable to Obligated Group Members, (iii) agrees that it is liable, jointly and severally, with all other Members of the Obligated Group for the payment when due of all Notes previously issued and to be issued under this Indenture, (iv) pledges and grants a security interest to the Trustee in the Revenues of such Person, and (v) agrees that the Trustee can enforce the same against such Person; which Agreement shall be delivered to the Trustee together with the documents described in Section 4.4 hereof. Obligated Group Member or Member of the Obligated Group means, as of any particular date, the Corporation and any other Person which has on or prior to such date executed an Obligated Group Agreement, subject to the provisions of Section 4.4 hereof. Officer s Certificate means, with reference to the Corporation or any other Obligated Group Member, a certificate in writing signed by the President or a Vice President or the chief financial officer of the Corporation or such other Obligated Group Member, as the case may be, or any other officer or officers designated by the Corporation or such other Obligated Group Member, as the case may be; provided that any Officers Certificate required by this Indenture 13

18 from the Obligated Group shall be executed by the President or a Vice President or the chief financial officer of the Corporation or other officer designated by the Corporation. Operating Expenses means, for any period of calculation, the aggregate, calculated under generally accepted accounting principles of all losses and expenses (determined, however, so as not to be counted more than once), including any deductions from Gross Revenues not previously taken into account in calculating Gross Revenues, taxes and other governmental charges, if any, incurred by the Person or group of Persons for which the calculation is made during such period, excluding therefrom interest on Long-Term Indebtedness, depreciation and amortization expenses, unrealized losses on the valuation of investments, the termination value and unrealized losses of any hedging, derivative, interest exchange or similar contract and any losses or expenses which in accordance with generally accepted accounting principles are extraordinary or nonrecurring and, if such calculation of Operating Expenses is being made with respect to the Obligated Group, any such expenses attributable to transactions between any Member of the Obligated Group and any other Member of the Obligated Group shall be excluded. Outstanding means (i) when used with respect to Indebtedness other than Notes and as of any particular date, that portion of the principal amount of such Indebtedness which remains unpaid on such date and for which there has not been established as of such date an escrow or similar fund or account, satisfactory to the Holder of such Indebtedness, for the payment in full of such Indebtedness (including the principal, premium, if any, and interest thereof) when due and for which such Holder has exclusive recourse and (ii) when used with respect to Related Bonds, the meaning given to such term in the Related Bond Indenture. Outstanding Notes or Notes Outstanding means all Notes which have been duly authenticated and delivered by the Trustee under this Indenture, except: (a) Notes canceled after purchase in the open market or because of payment at or prepayment or redemption prior to maturity (other than Notes constituting Put Indebtedness purchased by the Obligated Group, or any Member thereof, for resale or eventual resale to a Third Party); (b) Notes for the payment or redemption of which cash or Government Obligations shall have been theretofore deposited with the Trustee as provided in Article VIII hereof or (with respect to Notes the payments on which are to be applied to the payment of Related Bonds) for which cash or Government Obligations shall have been theretofore deposited with the Related Bond Trustee for the payment or redemption of the Related Bonds (whether upon or prior to the maturity, prepayment or redemption date of any such Notes) to the extent required by the Related Bond Indenture under which such Related Bonds were issued; provided that if such Notes (or Related Bonds) are to be prepaid or redeemed prior the maturity thereof, notice of such prepayment or redemption shall have been given or arrangements satisfactory to the Trustee or the Related Bond Trustee shall have been made therefor, or waiver of such notice satisfactory in form to the Trustee or the Related Bond Trustee shall have been filed with the Trustee or the Related Bond Trustee; 14