FIRST AMENDMENT TO AMENDED AND RESTATED STANDBY BOND PURCHASE AGREEMENT

Transcription

1 SERIES 2008C-3A FIRST AMENDMENT TO AMENDED AND RESTATED STANDBY BOND PURCHASE AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED STANDBY BOND PURCHASE AGREEMENT (this "Amendment"), dated as of August 15, 2016, is entered into by and among ADVOCATE HEALTH CARE NETWORK, a not for profit corporation duly organized and validly existing under the laws of the State of Illinois ("Advocate"), ADVOCATE HEALTH AND HOSPITALS CORPORATION, a not for profit corporation duly organized and validly existing under the laws of the State of Illinois (the "AHHC"), ADVOCATE CONDELL MEDICAL CENTER, a not for profit corporation duly organized and validly existing under the laws of the State of Illinois ("Advocate Condell"), ADVOCATE NORTH SIDE HEALTH NETWORK, a not for profit corporation duly organized and validly existing under the laws of the State of Illinois ("North Side"), ADVOCATE SHERMAN HOSPITAL, a not for profit corporation duly organized and validly existing under the laws of the State of Illinois ("Advocate Sherman") (Advocate, AHHC, Advocate Condell, North Side and Advocate Sherman, as the members of the obligated group as of the date hereof, are referred to herein collectively as the "Borrowers," and each as a "Borrower"), THE NORTHERN TRUST COMPANY (the "Bank"), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Tender Agent (collectively, the "Bond Trustee"). WHEREAS, the Borrowers (other than Advocate Sherman), the Bond Trustee and the Bank are parties to that certain Amended and Restated Standby Bond Purchase Agreement dated as of January 17, 2013 (the "Original Standby Bond Purchase Agreement" and as such Original Standby Bond Purchase Agreement is amended by this Amendment, the "Amended Standby Bond Purchase Agreement"); and WHEREAS, the Borrowers have requested that the Bank amend the Original Standby Bond Purchase Agreement in certain respects and the Bank is willing to amend the Original Standby Bond Purchase Agreement in certain respects subject to the terms and conditions set forth in this Amendment. NOW, THEREFORE, in consideration of the premises and mutual agreements herein contained, the parties hereto agree as follows: SECTION 1 DEFINED TERMS Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Original Standby Bond Purchase Agreement. SECTION 2 AMENDMENTS TO ORIGINAL STANDBY BOND PURCHASE AGREEMENT 2.1 Amendment of Section 1.1 of the Original Standby Bond Purchase Agreement. Section 1.1 of the Original Standby Bond Purchase Agreement is hereby amended to restate the following definitions in their entirety:

2 "LIBOR Rate" means, for any day, the London interbank market offered rate for U.S. dollar deposits for a one month maturity, as reported on Bloomberg (or any successor) as of 11:00 a.m., London time, on such day, or if any day is not a Business Day, on the next preceding Business Day; provided, that, if any such rate is not reported on a Business Day, LIBOR Rate shall mean the rate as determined by the Bank from another recognized source or interbank quotation or, at the option of the Bank, the Prime Rate; provided, further, that, provided, that if the LIBOR Rate determined as provided herein would be less than 0.0% per annum, then the LIBOR Rate shall be deemed to be 0.0% per annum. "Stated Expiration Date" means the later of (i) 5:00 p.m. on August 15, 2021, or if such day is not a Business Day, the next succeeding Business Day to such day and (ii) 5:00 p.m. on the last day of any extension of such date pursuant to Section 9.4(b) or, if such day is not a Business Day, the next succeeding Business Day to such day. 2.2 Additions to Section 1.1 of the Original Standby Bond Purchase Agreement. Section 1.1 of the Original Standby Bond Purchase Agreement is hereby amended to include the following definition terms in the appropriate alphabetical order: "Anti-Corruption Laws" means all laws, rules, and regulations of any jurisdiction applicable to the Borrowers from time to time concerning or relating to bribery or corruption. "First Supplemental Master Indenture" means that certain First Supplemental Master Trust Indenture dated as of January 17, 2013 among the Borrowers and the Master Trustee, supplementing the Amended and Restated Master Indenture. "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). -2-

3 2.3 Amendment of Section 2.5 of the Original Standby Bond Purchase Agreement. Section 2.5 of the Original Standby Bond Purchase Agreement is hereby deleted in its entirety and replaced with the following: "The Borrowers agree, jointly and severally, to pay to the Bank fees in the amounts and at such times as set forth in the Amended and Restated Fee Agreement dated August 15, 2016 among the Borrowers and the Bank (as supplemented, amended and restated from time to time, the "Fee Agreement"). Any amounts due and payable under the Fee Agreement shall be considered due and payable hereunder for all purposes of this Agreement as if set forth herein in full. The terms of the Fee Agreement shall be deemed incorporated by reference into this Agreement and all references herein to this "Agreement" shall be deemed to include the Fee Agreement." 2.4 Amendment of Section 5(s) of the Original Standby Bond Purchase Agreement. Section 5(s) of the Original Standby Bond Purchase is hereby deleted in its entirety and replaced with the following: "(s) Federal Reserve Regulations; Use of Proceeds. No part of the proceeds of any Bonds will be used for the purpose, whether immediate, incidental or ultimate, to purchase or carry any margin stock (within the meaning of Regulation U or X of the Board of Governors of the Federal Reserve System, as amended from time to time), or to extend credit to others for the purpose of purchasing or carrying any margin stock, or for any other purpose that would violate any of the regulations of said Board of Governors. The Borrowers will not utilize the proceeds of the Series 2008C-3A Bonds, and the Borrowers will ensure that their respective Subsidiaries and their respective directors, officers, employees and agents will not use, the proceeds of the Series 2008C-3A Bonds (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." 2.5 Amendment to Section 5 of the Original Standby Bond Purchase Agreement. Section 5 of the Original Standby Bond Purchase Agreement is hereby amended to include the following as a new subsection (y) at the end thereof: "(y) Anti-Corruption Laws. The Borrowers have implemented and maintain in effect policies and procedures designed to ensure compliance by the Borrowers, each Subsidiary and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrowers, their Subsidiaries and, to the knowledge of the Borrowers, their respective officers and employees, directors and agents, are in compliance with Anti- Corruption Laws and applicable Sanctions in all material respects. None of (a) the Borrowers or any Subsidiary, or (b) to the knowledge of the Borrowers, any of -3-

4 their respective directors, officers, employees or agent of the Borrowers, or any of their Subsidiaries that will act in any capacity in connection with or benefit from the Agreement, is a Sanctioned Person. None of the 2008C-3A Bonds nor the use of the proceeds thereof or other transaction contemplated by this Agreement will violate any Anti-Corruption Law or applicable Sanctions." 2.6 Amendment of Section 6(c) of the Original Standby Bond Purchase Agreement. Section 6(c) of the Original Standby Bond Purchase Agreement is hereby amended to include the following sentence at the end thereof: "The Borrowers will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrowers, each Subsidiary and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions." 2.7 Addition of Section 6(cc) to the Original Standby Bond Purchase Agreement. Section 6 of the Original Standby Bond Purchase Agreement is hereby amended to include the following as a new Section 6(cc): "(cc) Redaction. The Borrowers agree to cause the Remarketing Agent to redact any information in this Agreement 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)." 2.8 Addition of Section 6(dd) to the Original Standby Bond Purchase Agreement. Section 6 of the Original Standby Bond Purchase Agreement is hereby amended to include the following as a new Section 6(dd): "(dd) Use of Proceeds. The Borrowers will not request any purchase of a 2008C-3A Bond, and the Borrowers and their respective Subsidiaries will not use, and will ensure that their respective subsidiaries, affiliates and their respective directors, officers, employees and agents will not use, the proceeds of any funds provided hereunder (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." 2.9 Amendment of Section 9.2 of the Original Standby Bond Purchase Agreement. Section 9.2 of the Original Standby Bond Purchase Agreement is hereby deleted in its entirety and replaced with the following: -4-

5 "Any notice, demand, direction, request or other instrument authorized or required by this Agreement to be given to or filed with the Bond Trustee, any Remarketing Agent, the Bond Trustee, the Bank or the Borrowers, shall be deemed or have been sufficiently given or filed for all purposes, if any, when delivered by hand or when sent by registered mail, return receipt requested, postage prepaid, and if given by telecopy shall be deemed given when transmitted (receipt confirmed): If to the Obligated Group: Advocate Health and Hospitals Corporation If to the Remarketing Agent: Citigroup Global Markets Inc. Attention: Telephone: Telecopier: If to the Bond Trustee: The Bank of New York Mellon Trust Company, N.A. Attention: Telephone: Telecopier: Attention: Telephone: Telecopier: If to the Bank: The Northern Trust Company Attention: Telephone: Telecopier: with a copy to: The Northern Trust Company Attention: Telephone: Telecopier: The foregoing addresses and telephone numbers may be changed by the respective parties by giving notice in the manner provided above." 2.10 Addition of Advocate Sherman as a Borrower. The parties hereto acknowledge and agree that, from and after the date hereof, Advocate Sherman shall be a party to the Amended Standby Bond Purchase Agreement. Advocate Sherman hereby agrees to become a party to the Amended Standby Bond Purchase Agreement and covenants to faithfully perform at -5-

6 all times any and all of the covenants, undertakings, stipulations and provisions contained therein "Springing" Amendments to the Original Standby Bond Purchase Agreement. Upon receipt of evidence acceptable to the Bank in its sole discretion that comparable amendments have been made in each Bank Agreement (as such term is defined in the First Supplemental Master Indenture) (the "Springing Amendment Effective Date"), the following amendments to the Original Standby Bond Purchase Agreement shall become effective: (a) Amendment of Section 6(a)(i)(1) of the Original Standby Bond Purchase Agreement. As of the Springing Amendment Effective Date, the Original Standby Bond Purchase Agreement is hereby amended by deleting Section 6(a)(i)(1) thereof and substituting the following therefor: "(1) unaudited consolidated financial statements of Advocate and its consolidated affiliates, for the preceding fiscal quarter of Advocate and consisting of unaudited consolidated balance sheets as of the end of such quarter and related statements of operations and cash flows for such quarter and for the current Fiscal Year to the end of such quarter, which shall be internally prepared and presented on a consistent basis, setting forth in each case in comparative form the figures for the corresponding portion of the previous Fiscal Year for Advocate and its consolidated affiliates (provided, however, the Obligated Group Agent shall not be required to provide comparative figures for the three fiscal quarters immediately following the first Fiscal Year in which NorthShore University HealthSystem is included as a consolidated affiliate of Advocate);" (b) Amendment of Section 6(a)(ii)(1) of the Original Standby Bond Purchase Agreement. As of the Springing Amendment Effective Date, the Original Standby Bond Purchase Agreement is hereby amended by deleting Section 6(a)(ii)(1) thereof and substituting the following therefor: "(1) consolidated financial statements of Advocate and its consolidated affiliates, which shall include a balance sheet and related statements of operations and changes in net assets and a statement of cash flows for such Fiscal Year, setting forth in each case in comparative form the figures for the previous Fiscal Year for Advocate and its consolidated affiliates (provided, however, the Obligated Group Agent shall not be required to provide such comparative figures for the first Fiscal Year in which NorthShore University HealthSystem is included as a consolidated affiliate of Advocate). Such audited financial statements shall be prepared and reported on without qualification by independent nationally recognized certified public accountants (or, if not nationally recognized, such accountants as shall be acceptable to the Bank (whose acceptance shall not be unreasonably withheld)) in accordance with GAAP, consistently applied, and shall fairly present the financial condition of -6-

7 Advocate and its consolidated affiliates as at the end of such Fiscal Year and, additionally, Advocate will provide a consolidating balance sheet and related statement of operations for itself and its consolidating affiliates for such Fiscal Year;" (c) Amendment of Section 6(b) of the Original Standby Bond Purchase Agreement. As of the Springing Amendment Effective Date, the Original Standby Bond Purchase Agreement is hereby amended by deleting Section 6(b) thereof and substituting the following therefor: "(b) Notice of Default. Promptly and in no event later than three (3) Business Days after the chief executive officer, the chief financial officer, the vice president, finance and corporate controller or the general counsel of any Member shall have obtained knowledge of the occurrence of an Event of Default or Default, provide to the Bank the written statement of the Obligated Group Agent setting forth the details of each such Event of Default or Default and the action that the Obligated Group proposes to take with respect thereto." (d) Deletion of Section 6(g)(v) of the Original Standby Bond Purchase Agreement. As of the Springing Amendment Effective Date, the Original Standby Bond Purchase Agreement is hereby amended by deleting Section 6(g)(v) thereof. (e) Amendment of Section 7.1(d) of the Original Standby Bond Purchase Agreement. As of the Springing Amendment Effective Date, the Original Standby Bond Purchase Agreement is hereby amended by deleting Section 6.1(d) thereof and substituting the following therefor: "(d) the breach by the Obligated Group or any Member thereof of any of the other terms or provisions of this Agreement (other than as set forth in (a) or (b) above) (including, but not limited to, such other terms or provisions incorporated by reference pursuant to Section 6(o)) which are not remedied within thirty (30) Business Days after written notice thereof shall have been received by the Obligated Group or any Member thereof from the Bank; provided, however, that if the breach is other than nonpayment of monies and cannot be corrected within such 30-Business Day cure period, the Bank shall not unreasonably withhold its consent to a onetime extension of such cure period for an additional fifteen (15) Business Day period (commencing as of the last day of the initial 30-Business Day cure period) so long as the Obligated Group or any Member thereof shall have instituted corrective action and such corrective action shall be being diligently pursued; provided, further, however, that there shall be no cure period for a failure to observe or perform any covenant or agreement set forth in or contemplated by Section 6(b), (f), (g), (j), (m), (n), (y), (z) or (aa); or" (f) Amendment of Section 7.1(k) of the Original Standby Bond Purchase -7-

8 Agreement. As of the Springing Amendment Effective Date, the Original Standby Bond Purchase Agreement is hereby amended by deleting Section 7.1(k) thereof and substituting the following therefor: "(k) a notice of intent to terminate a Plan or Plans having aggregate Unfunded Liabilities in excess of $100,000,000 (collectively, "Restricted Plans") shall be filed under Title IV of ERISA by or on behalf of a member of the ERISA Group or the PBGC shall institute proceedings under Title IV of ERISA to terminate, to impose liability (other than for premiums under Section 4007 of ERISA) or to cause a trustee to be appointed to administer any Restricted Plan; or a proceeding under ERISA shall be instituted by a fiduciary of any Restricted Plan against any member of the ERISA Group to enforce Section 515 of ERISA; or a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Restricted Plan must be terminated, or any member of the ERISA Group shall fail to pay when due withdrawal liability in excess of $15,000,000 that it shall have become liable to pay to a "multiemployer" plan as such term is defined in Section 3(37) of ERISA; and, in the case of any event described in this clause (j), the aggregate amount of liability of the members of the ERISA Group to the PBGC under Section 4062, 4063 or 4064 of ERISA or to a multiemployer plan, as the case may be, shall exceed $100,000,000; or" SECTION 3 REPRESENTATIONS AND WARRANTIES Each Borrower hereby jointly and severally represents and warrants to the Bank that: 3.1 Due Authorization, Etc. The execution and delivery by it of this Amendment and the performance by it of its obligations under the Original Standby Bond Purchase Agreement have been duly authorized by proper corporate proceedings, and no further approval, authorization or consents are required by law or otherwise for that purpose, do not and will not conflict with, result in any violation of or constitute any default under any provision of its organizational documents or any material agreement or other document binding upon or applicable to it (or any of its properties) or any material law or governmental regulation or court decree or order applicable to it, and will not result in or require the creation or imposition of any Lien on any of its properties pursuant to the provisions of any agreement binding upon or applicable to it. 3.2 Validity. This Amendment has been duly executed and delivered by such Borrower and, together with the Original Standby Bond Purchase Agreement and the Related Documents, are the legal, valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective terms subject, as to enforcement only, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceability of the rights of creditors generally. -8-

9 3.3 Representations and Warranties. The representations and warranties contained in Section 5 of the Original Standby Bond Purchase Agreement are true and correct on the date of this Amendment, except to the extent (a) that such representations and warranties solely relate to an earlier date or (b) have been changed by circumstances permitted by the Original Standby Bond Purchase Agreement. SECTION 4 CONDITIONS PRECEDENT This Amendment shall become effective upon satisfaction of all of the following conditions precedent: 4.1 Receipt of Documents. The Bank shall have received all of the following, each in form and substance satisfactory to the Bank: (a) Amendment. A counterpart original of this Amendment duly executed by each Borrower and the Bond Trustee. (b) Officer's Certificate. An officer's certificate dated the date hereof or such other date as shall be acceptable to Bank, substantially in the form of Exhibit A to this Amendment. (c) Other. Such other documents as the Bank may reasonably request. 4.2 Other Conditions. No Event of Default or Default shall have occurred and be continuing. SECTION 5 MISCELLANEOUS 5.1 Warranties and Absence of Defaults. In order to induce the Bank to enter into this Agreement, each Borrower hereby jointly and severally warrants to the Bank, as of the date of the actual execution of this Amendment, that except as disclosed to and consented to by the Bank, (a) no Event of Default or Default has occurred which is continuing as of such date and (b) the representations and warranties in Section 3 of this Amendment are true and correct. 5.2 Documents Remain in Effect. Except as amended and modified by this Amendment, the Original Standby Bond Purchase Agreement and the other Related Documents remain in full force and effect and each Borrower hereby ratifies, adopts and confirms its representations, warranties, agreements and covenants contained in, and obligations and liabilities under, the Original Standby Bond Purchase Agreement and the other Related Documents to which such Borrower is party. 5.3 Reference to Standby Bond Purchase Agreement. On and after the effective date of this Amendment, each reference in the Original Standby Bond Purchase Agreement to "this Amended and Restated Standby Bond Purchase Agreement," "this Agreement," "hereunder," -9-

10 "hereof," "herein" or words of like import, and each reference to the "Amended and Restated Standby Bond Purchase Agreement" or the "Standby Bond Purchase Agreement" in any Related Documents, or other agreements, documents or other instruments executed and delivered pursuant to the Original Standby Bond Purchase Agreement, shall mean and be a reference to the Amended Standby Bond Purchase Agreement. 5.4 Headings. Headings used in this Amendment are for convenience of reference only, and shall not affect the construction of this Amendment. 5.5 Counterparts. This Amendment may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment. 5.6 Expenses. The Borrowers agree, jointly and severally, to pay on demand all costs and expenses of the Bank (including reasonable fees, charges and disbursements of the Bank's attorneys) in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. In addition, the Borrowers agree, jointly and severally, to pay, and save the Bank harmless from all liability for, any stamp or other taxes which may be payable in connection with the execution or delivery of this Amendment, and the execution and delivery of any instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. All obligations provided in this Section 5.6 shall survive any termination of this Amendment or the Amended Standby Bond Purchase Agreement. 5.7 Governing Law. This Amendment shall be a contract made under and governed by the internal laws of the State of Illinois. Wherever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable laws, but if any provision of this Amendment shall be prohibited by or invalid under such laws, such provisions shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment. 5.8 Successors. This Amendment shall be binding upon the Borrowers, the Bank, the Bond Trustee and their respective successors and assigns, and shall inure to the benefit of the Borrowers, the Bank, the Bond Trustee and the successors and assigns of the Bank and the Bond Trustee. [signature page attached] -10-

11 IN WITNESS WHEREOF, the parties hereto, by their officers or representatives thereunto duly authorized, have executed and deliver this Amendment, effective as of the day and year first above written. ADVOCATE HEALTH CARE NETWORK ADVOCATE HEALTH AND HOSPITALS CORPORATION ADVOCATE NORTH SIDE HEALTH NETWORK ADVOCATE CONDELL MEDICAL CENTER ADVOCATE SHERMAN HOSPITAL By Na e: THE NORTHERN TRUST COMPANY THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. [Signature Page to First Amendment to Amended and Restated Standby Bond Purchase Agreement]

12 IN WITNESS WHEREOF, the parties hereto, by their officers or representatives thereunto duly authorized, have executed and deliver this Amendment, effective as of the day and year first above written. ADVOCATE HEALTH CARE NETWORK ADVOCATE HEALTH AND HOSPITALS CORPORATION ADVOCATE NORTH SIDE HEALTH NETWORK ADVOCATE CONDELL MEDICAL CENTER ADVOCATE SHERMAN HOSPITAL THE NORTHERN TRUST COMPANY THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. [Signature Page to First Amendment to Amended and Restated Standby Bond Purchase Agreement]

13 IN WITNESS WHEREOF, the parties hereto, by their officers or representatives thereunto duly authorized, have executed and deliver this Amendment, effective as of the day and year first above written. ADVOCATE HEALTH CARE NETWORK ADVOCATE HEALTH AND HOSPITALS CORPORATION ADVOCATE NORTH SIDE HEALTH NETWORK ADVOCATE CONDELL MEDICAL CENTER ADVOCATE SHERMAN HOSPITAL THE NORTHERN TRUST COMPANY THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee [Signature Page to First Amendment to Amended and Restated Standby Bond Purchase Agreement]

14 Exhibit A Officer's Certificate [see attached]

15 OFFICER'S CERTIFICATE To: The Northern Trust Company This Certificate is being furnished pursuant to Section 4.1(b) of that certain First Amendment to Amended and Restated Standby Bond Purchase Agreement (the "Amendment"), dated as of August 15, 2016 by and among ADVOCATE HEALTH CARE NETWORK, a not for profit corporation duly organized and validly existing under the laws of the State of Illinois ("Advocate"), ADVOCATE HEALTH AND HOSPITALS CORPORATION, a not for profit corporation duly organized and validly existing under the laws of the State of Illinois (the "AHHC"), ADVOCATE CONDELL MEDICAL CENTER, a not for profit corporation duly organized and validly existing under the laws of the State of Illinois ("Advocate Condell"), ADVOCATE NORTH SIDE HEALTH NETWORK, a not for profit corporation duly organized and validly existing under the laws of the State of Illinois ("North Side"), ADVOCATE SHERMAN HOSPITAL, a not for profit corporation duly organized and validly existing under the laws of the State of Illinois ("Advocate Sherman") (Advocate, AHHC, Advocate Condell, North Side and Advocate Sherman, as the members of the obligated group as of the date hereof, are referred to herein collectively as the "Borrowers", and each as a "Borrower"), THE NORTHERN TRUST COMPANY, and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Tender Agent, which amends that certain Amended and Restated Standby Bond Purchase Agreement dated as of January 17, 2013 (the "Original Standby Bond Purchase Agreement" and as such Original Standby Bond Purchase Agreement is amended by this Amendment, the "Amended Standby Bond Purchase Agreement"). Capitalized terms not defined herein shall have the meaning ascribed to such terms in the Amendment. The undersigned is the Corporate Secretary of each Borrower and, hereby certifies, solely in such capacity as an officer, on behalf of each Borrower, that: 1. Such Borrower has adopted resolutions sufficient to authorize its proper officers to execute and deliver the Amendment in the name and on behalf of such Borrower. Such resolutions have not been rescinded or amended and are in full force and effect on and as of the date hereof. 2. Other than the resolutions referred to in paragraph 1 above, there is no corporate action, consent or governmental approval required for the execution, delivery and performance by such Borrower of the Amendment or any other document, instrument or agreement contemplated by the Amendment. 3. The following named person was duly elected to, and is validly acting in, the office listed opposite his name and is authorized to execute on behalf of and in the name of each Borrower the Amendment and any and all other agreements, instruments or documents contemplated by the Amendment, and his signature set forth below is his genuine signature. 1

16 Name Title Signature 4. The undersigned knows of no proceeding for the dissolution or liquidation of any Borrower or threatening the existence of any Borrower. 5. Attached hereto and marked as Exhibit A are copies of the Articles of Incorporation of the Borrowers, certified by the Secretary of State of the State of Illinois as of August 5, 2016, and said Articles of Incorporation have not been amended since such date and are on this date in full force and effect. 6. Attached hereto and marked as Exhibit B is a true and correct copy of the Bylaws of each Borrower and said Bylaws, in the form attached hereto, are on this date in full force and effect. 7. As of the date hereof, no Event of Default or Default has occurred and is continuing. [signature page attached] 2

17 IN WITNESS WHEREOF, each of the undersigned has executed this Certificate on August 15, [Signature Page of Officer's Certificate]