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HomeMy WebLinkAboutOrdinance #4341 - Bond and Loan Agreements and Bonds in Connection with the Outstanding Health Care Facilities Revenue Bond, Series 2015BCERTIFICATE THE UNDERSIGNED CERTIFIES THAT SHE IS THE CITY CLERK FOR THE CITY OF CANTON, ILLINOIS, AND THAT THE CITY COUNCIL AT A REGULARLY CONSTITUTED MEETING OF SAID CITY COUNCIL OF THE CITY OF CANTON ON THE 10 DAY OF MAY, 2023 ADOPTED ORDINANCE NO. 4341 A TRUE AND CORRECT COPY OF WHICH IS CONTAINED IN THIS PAMPHLET. GIVEN UNDER MY HAND AND SEAL THIS 16TH DAY OF MAY, 2023. (SEAL) REA S_MITH_-WALTERS ITY CLERK ORDINANCE NO. 4341 AN ORDINANCE PROVIDING FOR THE APPROVAL BY THE CITY OF CANTON, FULTON COUNTY, ILLINOIS OF THE EXECUTION AND DELIVERY OF AMENDMENTS TO BOND AND LOAN AGREEMENTS AND BONDS IN CONNECTION WITH THE OUTSTANDING HEALTH CARE FACILITIES REVENUE BOND, SERIES 2015B (GRAHAM HOSPITAL ASSOCIATION PROJECT) AND HEALTH CARE FACILITIES REVENUE BOND, SERIES 2020 (GRAHAM HOSPITAL ASSOCIATION PROJECT); AND RELATED MATTERS. WHEREAS, the City of Canton, Fulton County, Illinois (the "City"), a municipality duly organized and validly existing under the Constitution and laws of the State of Illinois, and by virtue of the Constitution and laws of the State of Illinois, including The Industrial Project Revenue Bond Act, 65 ILCS 5/11-74-1 et seq., as supplemented and amended, including by the Illinois Bond Replacement Act, the Registered Bond Act, the Bond Authorization Act and the Local Government Debt Reform Act (collectively, the "Act"), is authorized and empowered, among other things: (a) to provide funds for the acquisition of privately owned industrial facilities, including health care facilities, (b) to issue its revenue bonds for the purposes set forth herein, (c) to secure such revenue bonds by a pledge and assignment of revenues and other available funds and other documents, as provided for herein, and (d) to enact this Ordinance and execute the Amendments, as hereinafter identified, and all other documents to be executed by it, upon the terms and conditions provided therein; and WHEREAS, the City, on October 20, 2015, adopted a resolution authorizing the issuance and delivery of its $26,755,000 original principal amount Health Care Facilities Revenue Bond, Series 2015B (Graham Hospital Association Project) (the "2015B Bond"); and WHEREAS, the 2015B Bond was issued pursuant to a Bond and Loan Agreement, dated as of November 1, 2015, among the City, Graham Hospital Association, an Illinois not-for-profit corporation (the "Borrower"), and BMO Harris Bank N.A., a national banking association (the 4862-0224-2657.2 "Original 2015B Purchaser"), as amended by a First Amendment to Bond and Loan Agreement and Related Documents, dated September 26, 2019 (together, the "2015B Bond and Loan Agreement"), among the City, the Borrower, and BMO Harris Investment Company LLC, a Nevada limited liability company, as assignee of the Original 2015B Purchaser (the "Purchaser"); and WHEREAS, the City, on June 16, 2020, adopted a resolution authorizing the issuance and delivery of its $17,000,000 original principal amount Health Care Facilities Revenue Bond, Series 2020 (Graham Hospital Association Project) (the "2020 Bond" and together with the 2015B Bond, the "Bonds"); and WHEREAS, the 2020 Bond was issued pursuant to a Bond and Loan Agreement, dated as of June 1, 2020 (the "2020 Bond and Loan Agreement" and together with the 2015B Bond and Loan Agreement, the "Bond and Loan Agreements"), among the City, the Borrower, and the Purchaser; and WHEREAS, the Borrower has requested the City and the Purchaser amend certain provisions of the Bond and Loan Agreements, in order to provide for certain amendments relating to the interest rate borne by the Bonds and make certain other changes; and WHEREAS, it is necessary and proper for the interests and convenience of the City to authorize such amendments to the Bond and Loan Agreements; and WHEREAS, the City has caused to be prepared and presented to this meeting drafts of the amendments to Bond and Loan Agreements and the amended Bonds, each to be dated as of June 1, 2023 (the "Amendments"), among the City, the Borrower, and the Purchaser, which the City proposes to enter into and which amend the Bond and Loan Agreements and the Bonds; and NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CANTON, FULTON COUNTY, ILLINOIS, AS FOLLOWS: -2- 4862-0224-2657.2 Section 1. That the form, terms, and provisions of the proposed Amendments be, and the same hereby are, in all respects approved, and that the Mayor and the City Clerk be, and they are hereby authorized, empowered, and directed to execute and deliver such instruments in the name and on behalf of the City, and to cause the Amendments to be delivered to the Borrower and the Purchaser. The Amendments are to be in substantially the forms attached to this Ordinance and are hereby approved, and the Mayor and City Clerk are hereby authorized to make changes to the Amendments as are consistent with this Ordinance. The execution of any and all documents related to the Amendments, and the Bonds by officials of the City shall constitute conclusive evidence of the City's approval of any and all changes or revisions therein from the form of the Amendments hereby approved; and that from and after the execution and delivery of such instruments, the officials, agents and employees of the City are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of such instruments as executed. The Amendments shall constitute and are hereby made a part of this Ordinance and copies of such document shall be placed in the official records of the City, and shall be made available for public inspection. Section 2. That from and after the execution and delivery of the Amendments, the proper officials, agents, and employees of the City are hereby authorized, empowered, and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of said documents as executed and to further the purposes and intent of this Ordinance, including the preamble hereto. The Mayor and the City Clerk be, and they are each hereby, further authorized and directed for and on behalf of the City, to execute all papers, documents, certificates, the Amendments, and other instruments that may be required for the carrying out of the authority conferred by this Ordinance or to evidence said authority, including -3- 4862-0224-2657.2 without limitation the execution and delivery of a document setting forth the agreement and certification of the parties thereto relating to certain federal tax matters and changes in the documents approved hereby as approved by the officials of the City executing the same, and to exercise and otherwise take all necessary action to the full realization of the rights, accomplishments and purposes of the City under the Amendments and to discharge all of the obligations of the City thereunder. For purposes of certifying to matters of arbitrage, the Mayor is hereby designated an officer responsible for issuing the Bonds. Section 3. That all acts and doings of the officials of the City which are in conformity with the purposes and intent of this Ordinance and in furtherance of the amendment of the Bonds be, and the same hereby are, in all respects, approved and confirmed. Section 4. That the provisions of this Ordinance are hereby declared to be separable, and if any section, phrase, or provision shall, for any reason, be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases, or provisions. Section 5. That all ordinances, resolutions, orders, or parts thereof in conflict with the provisions of this Ordinance ("Conflicting Council Actions") are to be read as authorizing this Ordinance. To the extent such a reading is not possible, all Conflicting Council Actions are hereby superseded and repealed to the extent of such conflict. Section 6. This Ordinance shall be in full force and effect from and after its passage and approval, in accordance with law. -4- 4862-0224-2657.2 PASSED this 16th day of May, 2023. APPROVED this 16th day of May, 2023. AYES: Alderpersons Grimm, Nelson, Lovell, Hale, Gossett, Ketcham, Lingenfelter NAYS: ABSENT: Alderperson Chamberlin ATTEST: C' Clerk -5- 4862-0224-2657.2 THIS BOND AND THE TERMS CONTAINED HEREIN ARE SUBJECT TO THE PROVISIONS OF THAT CERTAIN INVESTOR LETTER OF THE PURCHASER (AS DEFINED HEREIN) DATED , 2023, THE FORM OF WHICH IS ATTACHED TO THE BOND AND LOAN AGREEMENT (AS DEFINED HEREIN) AS EXHIBIT B (THE "INVESTOR LETTER"), AND ANY TRANSFEREE OR ASSIGNEE OF THIS BOND (OR ANY PORTION THEREOF) IS REQUIRED TO EXECUTE AND DELIVER THE THEN CURRENT FORM OF THE INVESTOR LETTER AND AFFIRM THE REPRESENTATIONS CONTAINED THEREIN PRIOR TO ACCEPTANCE OF THIS BOND. THIS BOND AND THE OBLIGATION TO PAY PRINCIPAL OR PREMIUM, IF ANY, WITH RESPECT HERETO, AND INTEREST HEREON ARE SPECIAL, LIMITED OBLIGATIONS OF THE ISSUER, SECURED BY THE BOND AND LOAN AGREEMENT AND PAYABLE SOLELY FROM PAYMENTS MADE BY THE BORROWER PURSUANT TO THE BOND AND LOAN AGREEMENT AND AS OTHERWISE PROVIDED IN THE BOND AND LOAN AGREEMENT. THIS BOND AND THE OBLIGATION TO PAY PRINCIPAL OR PREMIUM, IF ANY, WITH RESPECT HERETO, AND INTEREST HEREON DO NOT AND SHALL NOT BE DEEMED TO CONSTITUTE AN INDEBTEDNESS OR AN OBLIGATION OF THE ISSUER, THE STATE OF ILLINOIS OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE PURVIEW OF ANY CONSTITUTIONAL OR STATUTORY LIMITATION OR PROVISION OR A CHARGE AGAINST THE GENERAL CREDIT OR TAXING POWERS, IF ANY, OF ANY OF THEM. NO OWNER OF THIS BOND SHALL HAVE THE RIGHT TO COMPEL ANY EXERCISE OF THE TAXING POWER OF THE ISSUER, THE STATE OF ILLINOIS OR ANY POLITICAL SUBDIVISION THEREOF TO PAY ANY PRINCIPAL INSTALLMENT OF, REDEMPTION PREMIUM, IF ANY, OR INTEREST ON THIS BOND. 1 4855-0023-1521.3 No. R-1 $23,040,000 UNITED STATES OF AMERICA STATE OF ILLINOIS CITY OF CANTON, FULTON COUNTY, ILLINOIS HEALTH CARE FACILITIES REVENUE BOND, SERIES 2015B (GRAHAM HOSPITAL ASSOCIATION PROJECT) DATED DATE: REGISTERED OWNER: MAXIMUM PRINCIPAL AMOUNT: MATURITY DATE: June 2023 BMO Harris Investment Company, LLC Twenty -Three Million Forty Thousand Dollars June 1, 2034 The CITY OF CANTON, FULTON COUNTY, ILLINOIS (the "Issuer"), a municipality duly organized and validly existing under the Constitution and the laws of the State of Illinois (the "State"), and by virtue of the Constitution and laws of the State, including The Industrial Project Revenue Bond Act, 65 ILCS 5/11-74-1 et seq., as supplemented and amended (the "Act'), for value received, hereby promises to pay, solely from the sources described in this Bond, to the Registered Owner identified above, or registered assigns, on the principal payment dates described below through the Maturity Date specified above (or if this Bond is called for earlier redemption as described herein, on the redemption date), the principal amount of this Bond solely from the sources described in this Bond. This Bond will bear interest from the date hereof on the balance of said principal sum from time to time remaining outstanding and unpaid at the rate or rates described below until the payment of principal in full. 1. Bond and Loan Agreement. This Bond is the bond issued under the Bond and Loan Agreement, dated as of November 1, 2015, among the Issuer, BMO Harris Bank N.A., and Graham Hospital Association, an Illinois not for profit corporation (the "Borrower"), as amended by the First Amendment to Bond and Loan Agreement and Related Documents, dated September 26, 2019, among the Issuer, BMO Harris Investment Company LLC, as assignee of BMO Harris Bank N.A. (together with its successors and assigns and any successor owner of this Bond, the "Purchaser"), and the Borrower, and as further amended by the Second Amendment to Bond and Loan Agreement and Related Documents, dated , 2023, among the Issuer, the Purchaser, and the Borrower (collectively, the "Bond and Loan Agreement'), and is limited to $23,040,000 in authorized principal amount. The terms of this Bond include those in the Bond and Loan Agreement. 2 4855-0023-1521.3 The Issuer has loaned the Bond Proceeds to the Borrower pursuant to the Bond and Loan Agreement. The Borrower will use the Bond Proceeds, together with certain other moneys, to (a) refinance the Issuer's Adjustable Rate Demand Healthcare Facilities Revenue Bonds, Series 2009 (Graham Hospital Association Project), which were issued on behalf of the Borrower to finance and refinance health care and related office administrative facilities of the Borrower, including constructing an approximately 68,200 square foot medical office/clinic building, including furnishings and equipment therefor, to house family medicine, internal medicine, pediatrics, general and vascular surgery, orthopedics and obstetrics and gynecological surgery practices, located at 180 South Main Street, Canton, Illinois, 61520 and constructing, renovating, furnishing and equipping hospital facilities including obstetric facilities and an endoscopy suite located at 210 West Walnut Street, Canton, Illinois, 61520, and refund the outstanding City of Canton, Illinois Adjustable Rate Demand Industrial Revenue Bonds, Series 2006 (Graham Hospital Association Project), the proceeds of which were used to finance acute care facilities located at 210 West Walnut Street, Canton, Illinois 61520, and (b) finance or reimburse the Borrower for certain of the costs incurred in connection with the issuance of the Bond, all as permitted under the Act. 2. Definitions. To the extent not defined herein, capitalized terms used in this Bond shall have the same meanings as set forth in the Bond and Loan Agreement. 3. Payments on this Bond. This Bond is a special, limited obligation of the Issuer and, as provided in the Bond and Loan Agreement, is payable solely from payments to be made by the Borrower under the Bond and Loan Agreement at the designated office of the Purchaser as described below. The Borrower has agreed in the Bond and Loan Agreement to pay to the Purchaser amounts sufficient to pay all amounts coming due on this Bond. (a) Principal. Principal of this Bond shall be payable on December 1, 2015 in the amount set forth as a mandatory sinking fund redemption payment in Schedule I hereto and on November 1, 2025, which is the Purchase Date, subject to any optional redemption, mandatory tender or other prepayment of this Bond (including, without limitation, any acceleration of this Bond) as provided herein. Notwithstanding the foregoing, the Purchaser, the Borrower and the Issuer may designate in writing a different payment schedule, in substitution for Schedule 1 hereto, upon delivery to the Issuer, the Purchaser and the Borrower of an Opinion of Bond Counsel to the effect that the designation of such different payment schedule will not adversely affect the exclusion of interest on this Bond from gross income for federal income tax purposes; provided, however, that such schedule shall provide that the principal amount of this Bond remaining outstanding, if any, is in an Authorized Denomination. Upon the designation of any new payment schedule, Schedule I attached to the Bond and Loan Agreement and this Bond shall be amended to reflect the terms of such new payment schedule. Principal shall be 3 4855-0023-1521.3 paid by wire transfer on each date on which principal is due and payable to each owner to the wire transfer account number or at the address, as the case may be, shown on the registration books maintained by the Purchaser. (b) Interest. Subject to the provisions summarized in paragraph (c), (d), (e), (f), (g), and (h) below, this Bond shall bear interest at the Bank Purchase Rate from the Closing Date to and including the earlier of the day preceding (i) its redemption date, (ii) its prepayment date (by acceleration, mandatory tender or otherwise), and (iii) the Purchase Date. Interest on this Bond shall be payable on each Interest Payment Date. Interest shall be paid by wire transfer on each Interest Payment Date to each owner to the wire transfer account number or at the address, as the case may be, shown on the registration books maintained by the Purchaser. The initial Bank Purchase Rate shall be established by the Purchaser on the Closing Date and shall be effective for the period commencing on the Closing Date to, but not including, November 1, 2025 (the "Initial Interest Period"), which is the first Interest Rate Reset Date to occur immediately following the Closing Date. After the Initial Interest Period, the Purchaser shall determine the Bank Purchase Rate on each Computation Date, which rate shall be effective commencing on (and including) the first day of the applicable Index Interest Period to (and including) the last day of such Index Interest Period. Interest on this Bond shall be computed on the basis of a 360 -day year, for the actual number of days elapsed. Notwithstanding anything in the Bond and Loan Agreement to the contrary, at no time shall the interest rate on this Bond exceed the Maximum Rate. The amount of interest due on this Bond on an Interest Payment Date shall be determined by the Purchaser and communicated to the Borrower by Electronic Notice or other written notice no later than noon, Chicago time, on the third Business Day prior to each Interest Payment Date (such communication to set forth the amount of interest due at the then applicable Bank Purchase Rate). (c) Rate Reset on Purchase Date. In connection with a Purchase Date, this Bond may be retained by the then existing Purchaser, remarketed to a new Purchaser or purchased by the Borrower, as described in Section 5 below. If this Bond will be retained by the then existing Purchaser or remarketed to a new Purchaser on a Purchase Date, then on or before noon, Chicago time, on each Purchase Date, the interest rate on this Bond will be established for the next succeeding Interest Period and will be the lowest rate of interest which will, in the reasonable judgment of the then existing Purchaser (if this Bond is to be retained by the then existing Purchaser) or the new Purchaser (if this Bond is to be remarketed to a new Purchaser), permit such Purchaser to buy this Bond at par, plus accrued interest (if any), on such Purchase Date. To effect such new interest n 4855-0023-1521.3 rate, (A) the Purchaser shall select a new Purchase Date, and (B) the definitions of Applicable Factor, Applicable Margin, Bank Purchase Rate, Taxable Rate, Adjusted SOFR Rate, Index Interest Period, Default Rate, Interest Period and Purchase Date (together with any other necessary definitions or provisions) contained in the Bond and Loan Agreement may be adjusted as needed so that the new interest rate borne by this Bond commencing on such Purchase Date is the lowest rate of interest which will, in the reasonable judgment of the then existing Purchaser or the new Purchaser, as applicable, permit such Purchaser to buy this Bond at par, plus accrued interest (if any), on such Purchase Date. Prior to the effectiveness of the interest rate on this Bond for the next succeeding Interest Rate Period, such interest rate shall be confirmed by a Calculation Agent as an interest rate, including an Applicable Factor, Applicable Margin, Bank Purchase Rate, Taxable Rate, Adjusted SOFR Rate, Index Interest Period, Default Rate, Interest Period and Purchase Date, on this Bond that will permit this Bond to be sold at par, plus accrued interest (if any), on the Purchase Date. Prior to the effectiveness of any such new interest rate and such adjustments, there shall be delivered to the Issuer, the Borrower and the then existing Purchaser (if this Bond is to be retained by the then existing Purchaser) or the new Purchaser (if this Bond is to be remarketed to a new Purchaser) an Opinion of Bond Counsel to the effect that such new interest rate and such adjustments will not adversely affect the exclusion of interest on this Bond from gross income for federal income tax purposes. If on a Purchase Date this Bond is neither retained by the then existing Purchaser as described in Section 5(a) below nor remarketed to one or more new Purchasers as described in Section 5(c) below, but is purchased by the Borrower as described in Section 5(b) hereof and not canceled, this Bond shall continue to bear interest at the interest rate borne by this Bond for the immediately preceding Interest Period. If this Bond is later remarketed on a date subsequent to such Purchase Date, on or before noon, Chicago time, on the date this Bond is to be remarketed, a new interest rate on this Bond will be established, which will be effective until the next succeeding Purchase Date or the Maturity Date, as applicable (subject to redemption or prepayment (by acceleration or otherwise)), and such new interest rate shall be the lowest rate of interest which will, in the reasonable judgment of the new Purchaser or Purchasers, as applicable, permit such Purchaser or Purchasers to buy this Bond at par, plus accrued interest (if any), on such date of remarketing. To effect such new interest rate, the definitions of Applicable Factor, Applicable Margin, Bank Purchase Rate, Taxable Rate, Adjusted SOFR Rate, Index Interest Period, Default Rate, Interest Period and Purchase Date (together with any other necessary definitions or provisions) contained in the Bond and Loan Agreement may be adjusted as needed so that the new interest rate borne by this Bond commencing on such date of remarketing is the lowest rate of interest which will, in the reasonable judgment of the new Purchaser or Purchasers, as applicable, permit such Purchaser or Purchasers to buy 5 4855-0023-1521.3 this Bond at par, plus accrued interest (if any), on such date of remarketing. Prior to the effectiveness of such new interest rate on this Bond on the remarketing date, such new interest rate shall be confirmed by a Calculation Agent as an interest rate, including an Applicable Factor, Applicable Margin, Bank Purchase Rate, Taxable Rate, Adjusted SOFR Rate, Index Interest Period, Default Rate, Interest Period and Purchase Date, on this Bond that will permit this Bond to be remarketed at par, plus accrued interest (if any), on the remarketing date. Prior to the effectiveness of any such new interest rate, adjustments and remarketing, there shall be delivered to the Issuer, the Borrower and the new Purchaser or Purchasers an Opinion of Bond Counsel to the effect that such new interest rate, such adjustments and such remarketing will not adversely affect the exclusion of interest on this Bond from gross income for federal income tax purposes. (d) Default Rate. In case any Event of Default occurs under the Bond and Loan Agreement and is continuing, this Bond shall bear interest at the Default Rate (as defined in the Bond and Loan Agreement). The Purchaser, the Borrower and the Issuer may agree in writing prior to any adjustment that this Bond will bear interest at a different Default Rate if there is delivered to the Issuer, the Purchaser and the Borrower an Opinion of Bond Counsel to the effect that the designation of such different Default Rate will not adversely affect the exclusion of interest on this Bond from gross income for federal income tax purposes. (e) Determination of Taxability. If a Determination of Taxability has occurred, this Bond (or portion thereof to which such Determination of Taxability applies) shall bear interest at the Taxable Rate from and after the Event of Taxability that gave occasion to such Determination of Taxability or such earlier period of time from which interest thereon (or portion of interest thereon) has been so determined to be taxable. (f) Unremarketed Bond. Notwithstanding anything herein to the contrary, Unremarketed Bonds shall bear interest on the dates, in the amounts and in the manner set forth in the Covenant Agreement. A Bond shall cease to be an Unremarketed Bond only if such Unremarketed Bond is remarketed and transferred or such Unremarketed Bond is redeemed in full. (g) Benchmark Transition. Notwithstanding anything to the contrary in the Bond and Loan Agreement, after the occurrence of a Benchmark Transition Event the Purchaser may propose an alternate index to replace the SOFR Index Rate as the index rate under the, which may include an adjustment, and shall provide 30 days' advance written notice to the Issuer and the Borrower of the proposed implementation of such index, and its effective date, and may propose any reasonable technical, administrative or conforming changes to the Bond and Loan Agreement and any other related documents, and may make any adjustments 0 4855-0023-1521.3 to such index or interest rate spreads, to reflect the adoption and implementation of the substitute index rate and to permit the administration thereof by the Purchaser and the Calculation Agent, and shall propose amendments to the Bond and Loan Agreement or any other related documents reflecting such conforming changes as provided in the Bond and Loan Agreement. In selecting any such alternate index, adjustment and conforming changes, the Purchaser shall give due consideration to (i) any selection or recommendation of a replacement index rate or the mechanism for determining such a rate by the Relevant Government Body, and (ii) any evolving or then -prevailing market convention by the official sector for determining an index as a replacement for the then current index for U.S. dollar- denominated bilateral credit facilities at such time. Until the new index is effective, this Bond will continue to bear interest with reference to the existing index so long as it is available and not unlawful or impracticable and otherwise, subject to clause (h) below, this Bond will bear interest with respect to the new index. Subject to compliance with the Bond and Loan Agreement, including subparagraph (h) below, this Bond and the Tax Agreement, the parties to the Bond and Loan Agreement agree to amend the Bond and Loan Agreement and this Bond (if necessary) to implement such new index that the Purchaser decides may be appropriate to reflect the adoption and implementation of the new index. (h) Opinion of Bond Counsel. Unless a rate described in clause (d), (e) or (f) above shall be in effect, upon the transition to an interest rate based upon a new index, adjustments to the index or interest rate spreads or any related changes pursuant to clause (g) above (including, without limitation, any technical, administrative or conforming changes in connection therewith), either (i) the Borrower, at its own expense, will deliver to the Issuer and the Purchaser, an Opinion of Bond Counsel addressed to and acceptable to the Issuer and the Purchaser (at no cost to the Issuer or the Purchaser) that the replacement of the current index with a replacement index and the proposed amendments related thereto pursuant to clause (g) above do not adversely affect the exclusion from gross income of interest on this Bond from gross income of the owner of the Bond or (ii) if no such opinion is delivered to the Issuer and the Purchaser on the proposed effective date of such replacement, the interest rate on the Bond shall equal the Taxable Rate, until such opinion is delivered. The Taxable Rate shall be based on (A) the then current Bank Purchase Rate, while the current index for such rate is available and not impracticable or unlawful, or (B) the Bank Purchase Rate utilizing the alternate index and adjustment, if any, if the prior index is unavailable, impracticable or unlawful. 4. Redemption. This Bond is subject to redemption only as described below: (a) Optional Redemption. Subject to any limitations set forth in the Covenant Agreement, this Bond shall be subject to optional redemption prior to 7 !fUE111-IMBF-MR] maturity, at the direction of the Borrower, in whole or in part (provided that this Bond may not be redeemed in part if the principal amount remaining outstanding after such partial redemption would not be an Authorized Denomination), on a date selected by the Borrower, upon not less than 10 days' prior written notice to the Issuer and the Purchaser (or such shorter time as agreed to by the Issuer and the Purchaser), at a redemption price equal to 100% of the principal amount of such Bond to be redeemed plus accrued interest thereon to the redemption date, and without premium; provided, however, that, in addition to such redemption price, the Borrower shall also pay to the Purchaser any amounts prescribed in Section 4.04 or 4.05 of the Covenant Agreement with respect to any such redemption. Notwithstanding anything in the Bond and Loan Agreement to the contrary, at no time will the unredeemed portion of this Bond be in a principal amount less than $150,000. Partial redemption payments shall be allocated to the principal installments payable on this Bond pro -rata among the remaining principal installments unless the Purchaser and the Borrower otherwise agree and there is delivered to the Issuer, the Purchaser and the Borrower an Opinion of Bond Counsel to the effect that crediting such payments in another manner will not adversely affect the exclusion of interest on this Bond from gross income for federal income tax purposes. Schedule I attached hereto shall be amended as promptly as possible to reflect the effect of such payment. (b) Mandatory Sinking Fund Redemption. This Bond is subject to mandatory sinking fund redemption in accordance with the schedule set forth in Schedule I attached hereto. (c) Unremarketed Bond. Any Unremarketed Bond is subject to special mandatory redemption at a redemption price equal to 100% of the principal amount of the Bond to be redeemed plus accrued interest thereon at the Purchaser Rate (as defined in the Covenant Agreement) to but not including the date of such redemption, on the dates, in the amounts and in the manner set forth in the Covenant Agreement. 5. Tender. (a) Tender on Purchase Date. Subject to the provisions of the following paragraph, this Bond is subject to mandatory tender for purchase on each Purchase Date. The purchase price shall be 100% of the outstanding principal amount thereof plus accrued interest to the Purchase Date. This Bond shall bear interest on and after each Purchase Date at the rate established in accordance with the requirements of Section 3(c) or (d) above, including the requirement for the delivery of an Opinion of Bond Counsel to the effect that the establishment of such 8 4855-0023-1521.3 rate will not adversely affect the exclusion of interest on this Bond from gross income for federal income tax purposes. The Borrower may, by written notice to the Purchaser, not sooner than 180 days but no later than ninety (90) days prior to the Purchase Date, request that the Purchaser continue holding this Bond following such Purchase Date. If the Borrower so requests, the Purchaser agrees in the Bond and Loan Agreement that it will make reasonable efforts to respond to such request within thirty (30) days after receipt of all information necessary, in the Purchaser's reasonable judgment, to permit the Purchaser to make an informed credit decision. The Purchaser may, in its sole and absolute discretion, decide to accept or reject any such request, and no consent shall become effective unless the Purchaser shall have consented thereto in writing; provided, however, that the failure of the Purchaser to respond to such a request to extend the Purchase Date within such thirty (30) day period shall be deemed an election by the Purchaser not to continue holding this Bond following such Purchase Date. In its sole and absolute discretion, the Purchaser may propose the length of the new Interest Period (including the new Purchase Date) and the interest rate to be effective during such new Interest Period, including the Applicable Factor, the Applicable Margin and any other conditions precedent to its decision to continue to hold this Bond. In the event the Purchaser determines that it will not make such proposal, this Bond shall be subject to mandatory tender pursuant to the provisions of the Bond and Loan Agreement described in this Section 5. If the Purchaser does make such proposal, the Borrower may, in its sole and absolute discretion, decide to approve, reject or renegotiate any such proposal, and no approval of the Borrower with respect thereto shall become effective unless in writing. In the event the Borrower rejects such proposal or fails to definitively respond to such proposal on or before thirty (30) days prior to the related Purchase Date, the Borrower shall be deemed to have rejected or failed to approve such proposal and this Bond shall be subject to mandatory tender pursuant to the provisions of the Bond and Loan Agreement described in this Section 5. The agreement by the Purchaser to continue to hold this Bond shall be conditioned upon the preparation, execution and delivery of documentation in form and substance satisfactory in all respects to the Purchaser. If the Purchaser agrees to hold this Bond during the new Interest Period, the interest rate to be borne by this Bond shall be established by the Purchaser and confirmed by the Calculation Agent as described in Section 3(c) above and there shall be delivered to the Issuer, the Borrower and the Purchaser an Opinion of Bond Counsel to the effect that the establishment of such rate will not adversely affect the exclusion of interest on this Bond from gross income for federal income tax purposes. E 4855-0023-1521.3 (b) Obligation to Purchase. In the event of any tender, the Borrower has agreed under the Bond and Loan Agreement to purchase this Bond in whole at a purchase price of 100% of the principal amount hereof plus accrued interest to the Purchase Date. Upon the purchase of this Bond, this Bond shall thereafter be registered in the name of the Borrower, or such other person or entity as the Borrower shall designate, subject to the requirements of paragraph (c) below, or at the direction of the Borrower, shall be canceled by the Bond Registrar. No such purchase of this Bond shall be deemed to be an extinguishment of the debt represented by this Bond unless this Bond is canceled following such purchase. (c) Remarketing. It is expressly acknowledged in the Bond and Loan Agreement by the parties to the Bond and Loan Agreement that in the event this Bond is tendered for purchase on a Purchase Date, the Borrower may seek to remarket such tendered Bond to one or more new Purchasers and may apply any proceeds thereof to the payment of the purchase price of such tendered Bond; provided, however, that this Bond may only be remarketed if (i) the interest rate to be borne by this Bond is established in accordance with Section 3(c) above, (ii) there is delivered to the Issuer, the Borrower and each new Purchaser an Opinion of Bond Counsel to the effect that the remarketing of this Bond to each new Purchaser will not adversely affect the exclusion of interest on this Bond from gross income for federal income tax purposes, (iii) each new Purchaser makes the representations set forth in Section 2.3 and Section 2.4 of the Bond and Loan Agreement and executes and delivers an Investor Letter, (iv) the Borrower complies with (A) all applicable rules and procedures of the Issuer and (B) all applicable state and federal securities and other laws in connection with such remarketing and (v) the Purchaser shall have received (A) 100% of the principal amount of such tendered Bond to be remarketed, plus accrued interest thereon, and (B) payment and satisfaction in full of all Obligations (as defined in the Covenant Agreement) under the Covenant Agreement. 6. Denominations; Transfer, Exchange. This Bond is initially issued as a single fully registered Bond without coupons in the denomination equal to the then outstanding principal amount hereof. A registered owner may transfer this Bond in accordance with the Bond and Loan Agreement. The Purchaser, as bond registrar (the "Bond Registrar"), may require a registered owner, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Bond and Loan Agreement. 7. Persons Deemed Owners. The registered owner of this Bond may be treated as the absolute owner thereof for all purposes whether or not this Bond shall be overdue, and shall not be bound by any notice to the contrary. Ito] 4855-0023-1521.3 8. Defaults and Remedies. The Bond and Loan Agreement provides that the occurrences of certain events constitute Events of Default. If an Event of Default occurs and is continuing, the Purchaser may declare the entire principal of this Bond to be due and payable immediately, as further described in the Bond and Loan Agreement. An Event of Default and its consequences may be waived as provided in the Bond and Loan Agreement. 9. Authentication. This Bond shall not be valid until the Bond Registrar or an authenticating agent signs the Certificate of Authentication attached hereto. 11 4855-0023-1521.3 IN WITNESS WHEREOF, as provided by the Act, the City of Canton, Fulton County, Illinois has caused this Bond to be executed in its name and on its behalf by the manual or facsimile signature of its Mayor and its corporate seal to be hereunto affixed manually or by facsimile and attested to by the manual or facsimile signature of its City Clerk. CITY OF CANTON, FULTON COUNTY, ILLINOIS By:4 ), Its: ayor [SEAL] Attest: By: IL' Its: City Clerk 12 4855-0023-1521.3 CERTIFICATE OF AUTHENTICATION BMO HARRIS INVESTMENT COMPANY LLC, as Bond Registrar, certifies that this is the Bond referred to in the Bond and Loan Agreement. BMO HARRIS INVESTMENT COMPANY LLC, as Bond Registrar By: Its: Date of Authentication: , 2023 13 4855-0023-1521.3 Senior Vice President FORM OF ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond, and does hereby irrevocably constitute and appoint , attorney to transfer the Bond on the books kept for registration and transfer of the within Bond, with full power of substitution in the premises. Dated: Note: The signature to this Assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without enlargement or alteration or any change whatsoever. Signature guaranteed by: Note: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Bond Registrar, which requirements include membership or participation in Stamp or such other "signature guaranty program" as may be determined by the Bond Registrar in addition to or in substitution for Stamp, all in accordance with the Securities Exchange Act of 1934, as amended. 14 4855-0023-1521.3 FORM OF REGISTRATION INFORMATION Under the terms of the Bond and Loan Agreement, the Bond Registrar will register the Bond in the name of a transferee only if the owner of the Bond (or his duly authorized representative) provides as much of the information requested below as is applicable to such owner prior to submitting this Bond for transfer. Name: Address: Social Security or Employer Identification Number: If a Trust, Name and Address of Trustee(s) and Date of Trust: 15 4855-0023-1521.3 SCHEDULE I TO THE BOND PRINCIPAL PAYMENTS June 1 of the Year Amount 2020 1,050,000 2021 1,110,000 2022 1,165,000 2023 1,225,000 2024 1,290,000 2025 1,355,000 2026 1,425,000 2027 1,500,000 2028 1,575,000 2029 1,660,000 2030 1,745,000 2031 1,835,000 2032 1,930,000 2033 2,035,000 2034 2,140,000 Schedule I 4855-0023-1521.3 SECOND AMENDMENT TO BOND AND LOAN AGREEMENT AND RELATED DOCUMENTS This Second Amendment to Bond and Loan Agreement and Related Documents (this "Amendment") made as of the _ day of , 2023 (the "Amendment Date"), by and among BMO HARRIS INVESTMENT COMPANY LLC, a Nevada limited liability company, GRAHAM HOSPITAL ASSOCIATION, an Illinois not-for- profit corporation (the "Borrower"), and the CITY OF CANTON, FULTON COUNTY, ILLINOIS, a municipality duly organized and validly existing under the Constitution and laws of the State of Illinois (the "Issuer"). RECITALS: WHEREAS, the Issuer issued its $26,755,000 Health Care Facilities Revenue Bond, Series 2015B (Graham Hospital Association Project) (the "Bond") and BMO Harris Bank N.A., a national banking association (the "Original Purchaser") purchased the Bond pursuant to that certain Bond and Loan Agreement, dated as of November 1, 2015 (the "Original Bond and Loan Agreement"), by and among the Issuer, Borrower and Original Purchaser, as amended by that certain First Amendment to Bond and Loan Agreement and Related Documents, dated September 26, 2019 (the "First Amendment" and together with the Original Bond and Loan Agreement, the "Bond and Loan Agreement"), by and among the Issuer, Borrower and BMO Harris Investment Company LLC, a Nevada limited liability company, as successor to the Original Purchaser (the "Purchaser"); and WHEREAS, the proceeds of the Bond were loaned by the Issuer to the Borrower for use in the Project (as defined in the Bond and Loan Agreement), and the Borrower is obligated to pay to the Purchaser amounts sufficient to pay the principal of, premium, if any, and interest on the Bond when due; and WHEREAS, the parties hereto wish to amend the Bond and Loan Agreement and the Related Documents pursuant to this Amendment to modify the interest rate of the Bond. NOW, THEREFORE, in consideration of the foregoing and the mutual undertakings herein set forth, the parties hereto agree as follows: 1. Definitions. Capitalized terms not otherwise defined herein shall have the meanings given them in the Bond and Loan Agreement. 2. Conditions Precedent. The agreement by the Purchaser to amend the Bond and Loan Agreement and the Related Documents shall be subject to satisfaction in full of the following conditions: 4874-7102-8321.3 2.1 All of the representations, warranties and covenants of the Borrower contained in the Bond and Loan Agreement and any of the other Related Documents shall be true and correct in all material respects as of the date hereof. 2.2 No event or condition has occurred and is continuing as of the date hereof which constitutes an Event of Default under the Bond and Loan Agreement or any of the other Related Documents or which, with notice or lapse of time, would constitute an Event of Default under the Bond and Loan Agreement or any of the other Related Documents. 2.3 No event has occurred which would reasonably be expected to have a material adverse effect on the financial condition of the Borrower. 2.4 Receipt by the Purchaser of any other documents, instruments and opinions of counsel as the Purchaser may reasonably require. 3. Amendments to Bond and Loan Agreement. 3.1 The definition of `Bank Purchase Rate" in Article I of the Bond and Loan Agreement shall be deleted in its entirety and replaced with the following: "Bank Purchase Rate" means the per annum interest rate borne by the Bond equal to the sum of (i) the product of (a) the Applicable Factor times (b) the Adjusted SOFR Rate for each Index Interest Period, as determined on each Computation Date, plus (ii) the Applicable Margin. The Bank Purchase Rate shall be rounded up to the fifth decimal place. 3.2 The definition of `Base Rate" in Article I of the Bond and Loan Agreement shall be deleted in its entirety and replaced with the following: "Base Rate" means, for any day, a fluctuating rate of interest per annum equal to the greatest of (i) the Prime Rate in effect at such time, (ii) the Federal Funds Rate in effect at such time plus two percent (2.00%), (iii) the Daily Simple SOFR in effect at such time plus three percent (3.00%), and (iv) seven percent (7.00%). Each change in the Base Rate shall take effect simultaneously with the corresponding change or changes in the Prime Rate, the Federal Funds Rate or the Daily Simple SOFR, as the case may be. 3.3 The definition of "Business Day" in Article I of the Bond and Loan Agreement shall be deleted in its entirety and replaced with the following: "Business Day" means a day which is not (a) a Saturday, Sunday or legal holiday on which banking institutions in New York, New York, Chicago, Illinois or the State are authorized by law to close, (b) a day on which the New York Stock Exchange or the Federal Reserve Bank is 2 4874-7102-8321.3 closed or (c) a day on which the principal office of the Calculation Agent or the Purchaser is closed. When used while the Bond bears interest at a rate based on SOFR or any direct or indirect calculation or determination of SOFR, in order for a day to be a Business Day, such day must also be a U.S. Government Securities Business Day. 3.4 The definition of "Computation Date" in Article I of the Bond and Loan Agreement shall be deleted in its entirety and replaced with the following: "Computation Date" means the second Business Day immediately preceding each Interest Rate Reset Date. 3.5 The definition of "LIBOR Interest Period" in Article I of the Bond and Loan Agreement shall be deleted in its entirety and replaced with the following: "Index Interest Period' means: (a) initially, the period beginning on (and including) the Closing Date and ending on the day immediately preceding December 1, 2015 (the first Interest Rate Reset Date to occur immediately following the Closing Date); and (b) thereafter, each period commencing on an Interest Rate Reset Date and ending on the day occurring immediately prior to the next Interest Rate Reset Date; provided, however, that no Index Interest Period may end later than the Maturity Date. 3.6 A following new definitions shall be added to Article I of the Bond and Loan Agreement: "Adjusted SOFR Rate" means the sum of (i) the SOFR Index Rate plus (ii) the Benchmark Adjustment. "Benchmark Adjustment" means, with respect to the SOFR Index Rate, 0.114488% and (ii) with respect to any other Benchmark, the Benchmark Replacement Adjustment determined in accordance with Section 3.3(f) hereof "Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the SOFR Index Rate (as determined by the Purchaser in its sole discretion): (a) the SOFR Index Rate is no longer available or published, (b) the administrator of the SOFR Index Rate or a governmental authority having jurisdiction over the Purchaser has made a public statement that the SOFR Index Rate shall no longer be made available, used or advisable for determining interest rates of loans, or (c) loans are currently being executed containing, or loans that 3 4874-7102-8321.3 include benchmark replacement language similar to that contained in this Agreement are being executed or modified (as applicable) to incorporate or adopt, a new benchmark interest rate to replace the SOFR Index Rate referred therein. "Daily Simple SOFR Rate" means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Purchaser in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining "Daily Simple SOFR" for bilateral business loans; provided, that if the Purchaser decides that any such convention is not administratively feasible for the Purchaser, then the Purchaser may establish another convention in its reasonable discretion. "FRB" means the Board of Governors of the Federal Reserve System of the United States. "Relevant Governmental Body" means the FRB and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the FRB and/or the Federal Reserve Bank of New York, or any successor thereto. "Second Amendment Effective Date" means , 2023. "SOFR" means a rate equal to the secured overnight financing rate (as administered by the Federal Reserve Bank of New York) or a successor administrator of the secured overnight financing rate). "SOFR Index Rate" means, for any day, the one-month forward looking secured overnight financing rate as administered by the CME Group Benchmark Administration Limited (CBA) (or a successor administrator designated by the relevant authority, if none is so designated, a successor administrator selected by the Purchaser) as quoted for the day that is the Computation Date. If the SOFR Index Rate as so determined would be less than 0.0%, the SOFR Index Rate will be deemed to be 0.0% for the purposes of this Agreement. Each determination of the SOFR Index Rate made by the Calculation Agent shall be conclusive and binding absent manifest error. "U.S. Government Securities Business Day" means any day except for (i) a Saturday, (ii) a Sunday or (iii) .a day on which the Securities Industry and Financial Markets Association, or any successor thereto, recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities. 4 4874-7102-8321.3 3.7 All references to "Adjusted LIBOR Rate" in the Bond and Loan Agreement shall be replaced with "Adjusted SOFR Rate." 3.8 All references to "LIBOR Interest Period" in the Bond and Loan Agreement shall be replaced with "Index Interest Period." 3.9 The first sentence in Section 3.3(b) of the Bond and Loan Agreement shall be deleted in its entirety and replaced with the following: "Subject to the provisions of Section 3.3(c), (d), (e), (f), (g), and (h) hereof, the Bond shall bear interest at the Bank Purchase Rate from the Closing Date to and including the earlier of the day preceding (i) its redemption date, (ii) its prepayment date (by acceleration, mandatory tender or otherwise) and (iii) the Purchase Date." 3.9 The following new subsections shall be added to Section 3.3 of the Bond and Loan Agreement: "(g) Benchmark Transition. Notwithstanding anything to the contrary herein, after the occurrence of a Benchmark Transition Event the Purchaser may propose an alternate index to replace the SOFR Index Rate as the index rate hereunder, which may include an adjustment, and shall provide 30 days' advance written notice to the Issuer and the Borrower of the proposed implementation of such index, and its effective date, and may propose any reasonable technical, administrative or conforming changes to this Agreement and any other related documents, and may make any adjustments to such index or interest rate spreads, to reflect the adoption and implementation of the substitute index rate and to permit the administration thereof by the Purchaser and the Calculation Agent, and shall propose amendments to this Agreement or any other related documents reflecting such conforming changes as provided herein. In selecting any such alternate index, adjustment and conforming changes, the Purchaser shall give due consideration to (i) any selection or recommendation of a replacement index rate or the mechanism for determining such a rate by the Relevant Government Body, and (ii) any evolving or then -prevailing market convention by the official sector for determining an index as a replacement for the then current index for U.S. dollar-denominated bilateral credit facilities at such time. Until the new index is effective, the Bond will continue to bear interest with reference to the existing index so long as it is available and not unlawful or impracticable and otherwise, subject to clause (h) below, the Bond will bear interest with respect to the new index. Subject to compliance with this Agreement, including subparagraph (h) below, the Bond and the Tax Agreement, the parties hereto agree to amend this Agreement and the Bond (if necessary) to implement such new index that the Purchaser 5 4874-7102-8321.3 decides may be appropriate to reflect the adoption and implementation of the new index. (h) Opinion of Bond Counsel. Unless a rate described in clause (d), (e) or (f) above shall be in effect, upon the transition to an interest rate based upon a new index, adjustments to the index or interest rate spreads or any related changes pursuant to clause (g) above (including, without limitation, any technical, administrative or conforming changes in connection therewith), either (i) the Borrower, at its own expense, will deliver to the Issuer and the Purchaser, an Opinion of Bond Counsel addressed to and acceptable to the Issuer and the Purchaser (at no cost to the Issuer or the Purchaser) that the replacement of the current index with a replacement index and the proposed amendments related thereto pursuant to clause (g) above do not adversely affect the exclusion from gross income of interest on the Bond from gross income of the owner of the Bond or (ii) if no such opinion is delivered to the Issuer and the Purchaser on the proposed effective date of such replacement, the interest rate on the Bond shall equal the Taxable Rate, until such opinion is delivered. The Taxable Rate shall be based on (A) the then current Bank Purchase Rate, while the current index for such rate is available and not impracticable or unlawful, or (B) the Bank Purchase Rate utilizing the alternate index and adjustment, if any, if the prior index is unavailable, impracticable or unlawful." 3.10 The Purchaser's address in Section 9.1 of the Bond and Loan Agreement shall be deleted in its entirety and replaced with the following: If to the Purchaser: BMO Harris Investment Company LLC 320 S. Canal Street Chicago, Illinois 60606 Attention: Deborah Ellis Telephone: (312) 461-2734 Telecopier (General): (312) 293-5811 Email: deborah.ellis@bmo.com 3.11 The Form of Bond attached to the Bond and Loan Agreement as Exhibit A shall be replaced with the Form of Bond attached hereto as Exhibit A. 4. Amendments to Related Documents. The Related Documents shall be amended in all respects necessary to conform to the changes to the Bond and Loan Agreement as set forth herein. All references in any of the Related Documents to the term "Related Documents" are hereby changed to include this Second Amendment to Bond and Loan Agreement and Related Documents. 5. Events of Default and Remedies. Any breach of or default under any of the terms or provisions of this Amendment shall constitute an Event Default under the Bond and Loan Agreement and the Related Documents. 0 4874-7102-8321.3 6. Waiver and Release of Claims. The Borrower represents to the Purchaser that it has no defenses, setoffs, claims or counterclaims of any kind or nature whatsoever against the Purchaser in connection with the Bond and Loan Agreement or any of the other Related Documents or any extensions or modifications thereof or any action taken or not taken by the Purchaser with respect thereto. Without limiting the generality of the foregoing, and in consideration of the Purchaser's agreements hereunder, the Borrower hereby releases and discharges the Purchaser, its affiliates and each of their officers, agents, employees, attorneys, insurers, successors and assigns (collectively, the "Released Parties"), from and against any and all liabilities, rights, claims, losses, expenses, or causes of action, known or unknown, arising out of any action or inaction by any of the Released Parties prior to the date hereof, with respect to the Bond and Loan Agreement or any of the other Related Documents or this Amendment, or any matter in any way related thereto or arising in conjunction therewith. The Borrower also waives, releases, and discharges the Released Parties and each of them from and against any and all known or unknown rights to setoff, defenses, claims, counterclaims, causes of action, any other bar to the enforcement of this Amendment or the Bond and Loan Agreement or any of the other Related Documents. 7. Disclaimer of Reliance. The Borrower expressly disclaims any reliance on any oral representation made by the Released Parties or any of them with respect to the subject matter of this Amendment. The Borrower acknowledges and agrees that the Purchaser is specifically relying upon the representations, warranties, releases and agreements contained herein, and that this Amendment is being executed by the Borrower and delivered to the Purchaser as an inducement to the Purchaser to consent as set forth herein. 8. Notice. All notices and demands under and with respect to this Amendment shall be given as provided in the Bond and Loan Agreement. 9. Terms. All terms, covenants and provisions of the Bond and Loan Agreement or any of the other Related Documents not expressly amended hereby shall remain in full force and effect, and all representations, warranties, covenants and agreements made by the Borrower in the Bond and Loan Agreement or any of the other Related Documents are reaffirmed, ratified and restated by Borrower as true and correct as of the date hereof. 10. Expenses. The Borrower agrees to pay all of the Issuer's and Purchaser's reasonable expenses and costs, including without limitation, reasonable attorneys' fees and costs of litigation, incurred in connection with the enforcement of this Amendment or any of the Related Documents, all of which expenses and costs shall constitute additional indebtedness of Borrower pursuant to the Related Documents. 11. Counterparts. This Amendment may be signed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same agreement and shall be binding on and inure to the benefit of the 7 4874-7102-8321.3 undersigned and their respective successors and assigns as if all had signed one instrument. 4874-7102-8321.3 IN WITNESS WHEREOF, the parties named below have caused this Amendment to be executed as of the date and year first above written. THE CITY OF CANTON FULTON COUNTY, ILLINOIS BMO HARRIS INVESTMENT COMPANY LLC By: Name: Title: GRAHAM HOSPITAL ASSOCIATION Name: Title: Signature Page to Second Amendment to Bond and Loan Agreement and Related Documents (Series 20158) EXHIBIT A FORM OF BOND 4874-7102-8321.3