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HomeMy WebLinkAbout1999-02-05 RM Exhibits 2 .!c. ." RB&H Draft No.7 2/4/99 COUNTY OF NEW HANOVER, NORTH CAROLINA FIRST SUPPLEMENTAL BOND ORDER Adopted February 5, 1999 , WHEREAS, the Board of Commissioners (the "Board") of the County of New Hanover, North Carolina (the "County") adopted a Bond Order (the "Bond Order") at a meeting of the Board on October 6, 1993, authorizing the issuance ofthe County's hospital revenue bonds; and WHEREAS, the County is adopting a Series Resolution (the "Series 1999 Resolution") pursuant to which the County will issue its Hospital Revenue Bonds (New Hanover Regional Medical Center Project) Series 1999 (the "Series 1999 Bonds"); and WHEREAS, in connection with the issuance of the Series 1999 Bonds, the County and the Corporation want to make certain changes to the Bond Order pursuant to Section 1002 thereof; now, therefore, BE IT ORDERED by the Board. ARTICLE I. DEFINITIONS All capitalized terms used herein not otherwise defined shall have the meanings assigned to such terms in the Bond Order ARTICLE II. AMENDMENTS TO THE BOND ORDER Section 2.1 Definitions. Section 101 is amended as follows: (a) The definition of "Corporation" is amended to read as follows: "Corporation" means New Hanover Regional Medical Center, a nonprofit corporation duly incorporated and validly existing under and by virtue of the laws of the State and any successor or successors thereto as lessee under the Lease and all Controlled Affiliates collectively and on a combined or consolidated basis, except where the context clearly implies that the term means New Hanover Regional Medical Center (or any such successor or successors) and all Controlled Affiliates individually. (b) The following definition is added: "Controlled Affiliate" means a corporation the sole member of shareholder of which is the Corporation or another Controlled Affiliate and which operates any portion of the Health Care System. CSJ4932v0711370400013 (c) The definition of "Existing Facilities" is amended to read as follows: "Existing Facilities" means all of the property constituting the New Hanover Regional Medical Center and Cape Fear Hospital as ofthe time the Series 1999 Bonds are delivered, including the real property described in Exhibit A to the Lease, together with all improvements and personal property therein and thereon existing at the time the Series 1999 Bonds are delivered. (d) The following is added at the end of the definition of "Transfer" , provided that no Transfer shall be deemed to occur if such act or occurrence results in (i) the Corporation or a Controlled Affiliate being dispossessed and (ii) the Corporation or a Controlled Affiliate becoming possessed of such asset or interest therein. Section 2.2. Replacement of Bond Order The following Section 620 is added: Section 620. Replacement of Bond Order Upon the satisfaction of each of the requirements listed in subparagraphs (1) to (9) of this paragraph, this Bond Order may be replaced in its entirety by any new or existing bond indenture, bond resolution, bond order, series resolution or comparable instruments (including, without limitation, any lease or installment contract) (a "Replacement Master Agreement") constituting a valid, binding and enforceable agreement of the party or parties agreeing to be bound thereby, whereupon all Bonds Outstanding under this Bond Order shall thereafter be deemed issued and outstanding under, and subject to, the terms and provisions of such Replacement Master Agreement and no longer Outstanding under or subject to this Bond Order. (1 ) If the County is not a party to or is not the only party to the Replacement Master Agreement (other than any party serving as a trustee or in a similar capacity under such agreement) such other party or parties agreeing to be bound by the Replacement Master Agreement (collectively, the "New Obligor") assume the County's obligations with respect to all Bonds Outstanding at the time this Bond Order is replaced by the Replacement Master Agreement. (2) The Trustee and the County shall have received an Opinion of Counsel addressed to the County and the Trustee to the effect: (A) that the Replacement Master Agreement has been duly authorized, executed and delivered by the Person( s) purported to be bound thereby, and is the legal, valid and binding obligation of each such Person, subject in each case to customary exceptions for bankruptcy, insolvency and other laws generally affecting enforcement of creditors' rights and application of general principles of equity; (B) if there is a New Obligor, that the assumption of the obligations of the County under this Bond Order is permitted under and pursuant to the terms of the Replacement Master Agreement and all requirements and conditions specified therein to the assumption ofthe obligations of the County under this Bond Order have been complied with and satisfied, and (C) the replacement of this Bond Order will not require registration under the C 534932\107!.]3704.00013 2 C 534932\10711370400013 Securities Act of 1933, as amended, of the Bonds, or if such registration is required, all applicable registration requirements have been satisfied. (3) The trustee serving under the Replacement Master Agreement shall be an independent corporate trustee (which may be the Trustee serving hereunder) which meets the eligibility requirements for a successor trustee under Section 815 of this Bond Order (4) The Replacement Master Agreement shall have been approved by the Local Government Commission, unless securities issued by the New Obligor under the Replacement Master Agreement have previously been approved by the Local Government Commission. (5) There shall be delivered to the Trustee a certificate of a County Representative certifying that, after giving effect to the replacement of this Bond Order by the Replacement Master Agreement, the Person(s) obligated thereunder would satisfy the Long Term Debt Service Coverage Ratio requirement under Section 605 of this Bond Order on a pro forma basis for the immediately preceding period of 12 full consecutive calendar months or other period for which Financial Statements are available. (6) The Trustee and the County shall have received an opinion of bond counsel to the effect that neither the replacement of this Bond Order with the Replacement Master Agreement nor, if applicable, the assumption of the obligations of the County under this Bond Order by the New Obligor will adversely affect the validity of the Bonds or any exemption for the purposes of federal income taxation to which interest on the Bonds would otherwise be entitled. (7) The Trustee and the County shall have received an original executed counterpart of the Replacement Master Agreement and, if applicable, the instrument pursuant to which the New Obligor assumes the obligations of the County under the Bond Order (8) The Trustee shall have received evidence, reasonably satisfactory to the Trustee, that (A) written notice of the replacement of this Bond Order, together with a copy ofthe Replacement Master Agreement and, if applicable, the instrument pursuant to which the New Obligor assumes the obligations of the County under the Bond Order, has been given by the County to each rating agency with a rating then outstanding on the Bonds and (B) immediately after consummation of the replacement of this Bond Order with the Replacement Master Agreement, the then current rating of each such rating agency on the Bonds shall not be withdrawn or reduced below the then current rating category (without regard to any gradations by numerical qualifier or otherwise within such rating category). 3 (9) There shall have been received such other customary opinions and certificates as the County, the Trustee or bond insurer or credit facility provider, if any, may reasonably require, together with such reasonable indemnities as the County, the Trustee or bond insurer or credit facility provider, if any, may reasonably request. Notwithstanding the provIsIOns of this Section 620, no Replacement Master Agreement shall permit, or be construed as permitting (i) a change in the times, amounts or currency of payment of the principal of, premium, if any, and interest on any Bond or a reduction in the principal amount of any Bond or the redemption premium or the rate of interest thereon, without the consent of the Holder of such Bond or (ii) a preference or priority of any Bond or Bonds over any other Bond or Bonds, without the consent of the Holders of all Bonds then Outstanding. Nothing herein contained, however, shall (i) be construed as making necessary the approval by Holders of the adoption of any supplemental bond order as authorized in Section 100 I ofthis Bond Order or (ii) be deemed to affect any requirements oflaw in connection with any replacement of the Bond Order (including the requirements of Part A of Article 2 of Chapter 131 E ofthe North Carolina General Statutes). So long as no Insurer Default shall exist with respect to the Senes 1993 Bonds or the Series 1996 Bonds and the Bond Insurance for either of those Series of Bonds remains in effect (as those terms are defined in the Lease and the Series Resolutions for those Series of Bonds), no Replacement Master Agreement shall take effect without the prior written consent of the Bond Insurer for those Series of Bonds. ARTICLE III. MISCELLANEOUS Section 3 I.Effectiveness of Supplement. This First Supplemental Bond Order shall be effective after its adoption and when (i) consent of the Holders of not less than 51 % in aggregate principal amount of Bonds then Outstanding has been obtained as required under Section 1002 of the Bond Order and (ii) consent ofthe Bond Insurer, as defined in the Series Resolution adopted October 6, 1993, has been obtained as required by Section 1102 of such Series Resolution. Except as expressly amended by this First Supplemental Bond Order, the Bond Order shall remain in full force and effect. C 534932v07'.13704.00013 4 ~ RB&H Draft No.8 2/4/99 SECOND AMENDMENT TO LEASE AGREEMENT By and Between COUNTY OF NEW HANOVER, NORTH CAROLINA and NEW HANOVER REGIONAL MEDICAL CENTER Dated as of February 15, 1999 C-532630v09!.1370400013 ~, SECOND AMENDMENT TO LEASE AGREEMENT THIS SECOND AMENDMENT TO LEASE AGREEMENT, dated as of February 15, 1999 (this "Amendment"), is made by and between the COUNTY OF NEW HANOVER, NORTH CAROLINA, a political subdivision of the State of North Carolina (the "County"), and NEW HANOVER REGIONAL MEDICAL CENTER, a nonprofit corporation organized and existing under the General Statutes of North Carolina (the "Corporation") and amends the Lease Agreement dated as of October 1,1993 by and between the County and the Corporation as previously amended by the First Amendment to Lease Agreement dated as ofJune 15, 1996 (the "Lease"), WIT N E SSE T H: WHEREAS, the County proposes to issue the Bonds (as hereinafter defined) in order to finance (i) the repayment of a portion of a loan to the Corporation, the proceeds of which the Corporation used to purchase certain assets known as Cape Fear Hospital and certain related facilities (certain of which assets have been conveyed by the Corporation to the County) and (ii) reimbursement and payment to the Corporation for a portion ofthe cost of acquiring Cape Fear Hospital and related assets and provision of working capital, and (iii) the renovation and Improvement of certain of its health care facilittes (collectively, the "Project"); and WHEREAS, under The State and Local Government Revenue Bond Act, Article 5, as amended, of Chapter 159 of the General Statutes of North Carolina (the "Act"), the County IS authorized and empowered to issue revenue bonds for such purposes; and WHEREAS, the County adopted a Bond Order on October 6, 1993 authorizing the Issuance of hospital revenue bonds, which was amended by a First Supplemental Bond Order adopted by the County on February 5, 1999 (as so amended, the "Bond Order"); and WHEREAS, the County has determined that it is consistent with the purposes of the Act and in the public interest (a) to issue revenue bonds of the County, designated Hospital Revenue Bonds (New Hanover Regional Medical Center Project), Series 1999 (the "Bonds") pursuant to the Bond Order and a Series Resolution adopted by the County on February 5, 1999, for the purposes stated above and (b) to enter into this Amendment; and WHEREAS, the execution and delivery of this Amendment have been duly authorized by the County and the Corporation; and WHEREAS, all acts, notices and things required by the constitution and laws of the State and the Bylaws of the Corporation to happen, exist and be performed precedent to and in the execution and delivery of this Amendment have happened, exist and have been performed as so required, in order to make this Amendment a valid and binding agreement in accordance with its terms; and C 532630v09',1310400013 " WHEREAS, each ofthe parties hereto represents that it is fully authorized to enter into and perform and fulfill the obligations imposed upon it under this Amendment and the Lease, and the parties are now prepared to execute and deliver this Amendment; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration paid by each of the parties to the other, the receipt of which is hereby acknowledged, the County and the Corporation hereby agree as follows: ARTICLE I Definitions SECTION I 01 Definitions. Unless elsewhere defined in this Amendment, all capitalized terms used in this Amendment shall have the meanings ascribed thereto in the Lease. The following terms shall have the following meanings herein and in the Lease as amended hereby' "Bond Insurer" means Bond Insurer as defined in Section 101 of the Series 1993 Resolution or Section 101 of the Series 1996 Resolution or Section 101 of the Series 1999 Resolution, as applicable. "Bond Year" means Bond Year as defined in Section 101 of the Series 1993 Resolution or Section !OI of the Series 1996 Resolution or Section 101 of the Series 1999 Resolution, as applicable. "Corporation" means New Hanover Regional Medical Center, a nonprofit corporation duly incorporated and validly existing under and by virtue of the laws of the State and any successor or successors thereto as lessee under the Lease and all Controlled Affiliates collectively and on a combined or consolidated basis, except where the context clearly implies that the term means New Hanover Regional Medical Center (or any such successor or successors) and all Controlled Affiliates individually "Controlled Affiliate" means a nonprofit corporation the sole member of which is the Corporation or another Controlled Affiliate and which operates any portion of the Health Care System. "Cushion Ratio" means the ratio determined by the following formula: the sum of all cash and liquid investments whether classified as current ornon-current assets held by the Corporation for its various purposes, divided by Maximum Annual Debt Service. "Existing Facilities" means all of the property constituting the New Hanover Regional Medical Center and Cape Fear Hospital as ofthe time the Series 1999 Bonds are delivered, including the real property described in Exhibit A to this Lease, together with all improvements and personal property therein and thereon existing at the time the Series 1999 Bonds are delivered. C 532630v09'.137Q4.0001J 2 "Insurer Default" means an Insurer Default as defined in Section 101 of the Series 1993 Resolution or Section 101 ofthe Series 1996 Resolution or Section 101 of the Series 1999 Resolution, as applicable. "Series 1999 Bonds" means the Bonds so designated by and issued under the Bond Order and the Series 1999 Resolution. "Series 1999 Resolution" means the Series Resolution adopted by the Board of Commissioners of the County on February 5,1999 ARTICLE II Representations SECTION 2.0 I Representations by the County The County represents that it has the power to enter into the transactions contemplated by this Amendment and to carry out its obligations hereunder; and that by proper action of its Board of Commissioners, the County has been duly authonzed to execute and deliver this Amendment. The County further represents that it proposes to issue the Series 1999 Bonds which will mature, bear interest, be redeemable and have the other terms and provisions set forth in the Bond Order and the Series 1999 Resolution. SECTION 2.02 Representations by the Corporation. The Corporation represents that it is a nonsectarian, nonprofit corporation, no part of the net earnings of which inures to the benefit of any private member or individual, that it has authority to lease the Existing Facilities and operate the Health Care System, and, by proper corporate action, has been duly authorized to execute and deliver this Amendment; and that the execution and delivery of this Amendment, its consummation of the transactions contemplated hereby and fulfillment of or compliance with the terms and conditIOns of this Amendment, do not conflict with or result in a breach of any of the terms, conditions or provisions of any corporate restriction, or any agreement or instrument to which the Corporation is now a party or by which it is bound, and do not constitute a default under any of the foregoing, or result in the creation or imposition of any lien or encumbrance of any nature whatsoever upon any ofthe property or assets ofthe Corporation under the terms of any instrument or agreement (other than this Amendment and the Bond Order). ARTICLE III AMENDMENTS TO LEASE SECTION 301 Amendment to Section 4.18 oftheLease. Section 4 18 of the Lease is hereby amended in its entirety to provide as follows: Section 4 18 Spring-in Debt Service Reserve Funds. (a) The Corporation agrees that if the Long-Term Debt Service Coverage Ratio for any Fiscal Year shall be less than I 75, as soon as practicable after the end of such Fiscal C SJ26J0v09!.131Q4.00013 3 Year (i) the Corporation shall fund, by means of a cash deposit, letter of credit or other method acceptable to the Bond Insurer for the Series 1993 Bonds (so long as an Insurer Default shall not exist), a Debt Service Reserve Fund to be held by the Trustee pursuant to the Series 1993 Resolution for the exclusive benefit ofthe Holders ofthe Series 1993 Bonds in an amount equal to the Debt Service Reserve Fund Requirement for the Series 1993 Bonds; and (ii) the Corporation shall fund, by means of a cash deposit, letter of credit or other method acceptable to the Bond Insurer for the Series 1996 Bonds (so long as an Insurer Default shall not exist), a Debt Service Reserve Fund to be held by the Trustee pursuant to the Series 1996 Resolution for the exclusive benefit of the Holders of the Series 1996 Bonds in an amount equal to the Debt Service Reserve Fund Requirement for the Series 1996 Bonds. (b) The Corporation agrees that if either the Long-Term Debt Service Coverage Ratio for any Fiscal Year shall be less than 1.35 or the Cushion Ratio for any Fiscal Year shall be less than 1.5, within 30 days after such determination is made, the Corporation shall fund, by means of a cash deposit, letter of credit or other method acceptable to the Bond Insurer for the Series 1999 Bonds (so long as an Insurer Default shall not exist), a Debt Service Reserve Fund to be held by the Trustee pursuant to the Series 1999 Resolution for the exclusive benefit of the Holders of the Series 1999 Bonds in an amount equal to the Debt Service Reserve Fund Requirement for the Series 1999 Bonds. (c) The Debt Service Reserve Fund Requirement for a particular Senes of Bonds shall be equal to the lesser of (i) maximum annual debt service on such Series for any Bond Year, (ii) 125% of the average annual debt service on such Series for any Bond Year, and (iii) ten percent of the principal amount of such Series (unless such Series has more than a de minimis amount of originallssue discount or premium, in which case, ten percent of the lssue price of such Series). In the event that the Corporation shall be reqUired to fund any Debt Service Reserve Fund pursuant to the provisions described above, any of the Bond Order, the Series 1993 Resolution, the Series 1996 Resolution, the Series 1999 Resolution and the Lease, as appropriate, shall be amended without the consent of or notice to any of the Holders in order to make any changes therein that are necessary in connection with the establishment and maintenance of such Debt Service Reserve Funds. (d) If any Debt Service Reserve Fund shall be funded pursuant to paragraphs (a) or (b) above and thereafter the covenant contained therein is satisfied by the Corporation for two consecutive Fiscal Years after the Fiscal Year for which the covenant was not satisfied, then such Debt Service Reserve Fund shall no longer be required to be funded an any funds contained therein shall be released to the Corporation. C 532630,,091.1370400013 4 SECTION 302 Addition of Sections 4.21. 4.22 and 4.23 to the Lease. Article IV of the Lease is hereby amended by adding the following Sections 4.21, 4.22, 4.23 and 4.24 SECTION 4.21 Secondary Market Disclosure. The Corporation agrees, for the benefit of the beneficial owners of the Series 1999 Bonds, to provide: (a) by not later than seven months after the end of each Fiscal Year of the Corporation, beginning with the Fiscal Year ending September 30, 1999, to each nationally recognized municipal securities information repository ("NRMSIR") and to the state information depository for the State of North Carolina ("SID"), ifany, the audited financial statements of the Corporation for such Fiscal Year, if available, prepared In accordance with Section 159-39 of the General Statutes of North Carolina, as amended from time to time, or with any successor statute; or if such audited financial statements are not available by seven months after the end of such Fiscal Year, the unaudited financial statements of the Corporation for such Fiscal Year to be replaced subsequently by the audited financial statements of the Corporation to be delivered within 15 days after such audited financial statements become available for distribution; (b) by not later than seven months after the end of each Fiscal Year, beginning with the Fiscal Year ending September 30, 1999, to each NRMSIR, and to the SID, if any, the financial and statistical data as of a date not earlier than the end of the preceding Fiscal Year for the type of information included under the following headings in the Official Statement dated on or about February 18, 1999 relating to the Series 1999 Bonds, to the extent such Items are not Included in the financial statements referred to in (a) above: Utilization, Bed Allocation Long Term Debt Service Coverage Ratio for the Corporation, ThIrd Party Reimbursement and Sources of Payment; (c) in a timely manner, to each NRMSIR or to the Municipal Securities Rulemaking Board ("MSRB"), and to the SID, if any, notice of any ofthe following events with respect to the Series 1999 Bonds, if material: (1) (2) (3) difficulties; principal and interest payment delinquenCies; non-payment related defaults; unscheduled draws on any debt service reserves reflecting financial (4) difficulties; unscheduled draws on any credit enhancements reflecting financial (5) to perform; substitution of any credit or liquidIty providers, or their failure C 532630\'09!.1370400013 5 (6) adverse tax opinions or events affecting the tax -exempt status of the Bonds; (7) modification to the rights of the beneficial owners ofthe Bonds; (8) call of any of the Bonds for redemption, other than mandatory sinking fund redemption; (9) defeasances of any ofthe Bonds; (10) release, substitution or sale of any property secunng repayment of the Bonds; and (II) rating changes; and (d) in a timely manner, to each NRMSIR or to the MSRB, and to the SID, if any notice of a failure of the Corporation to provide required annual financial information described in (a) or (b) above on or before the date specified. In the event that the Corporation fails to comply with the undertakings described above, any beneficial owner of the Series 1999 Bonds then outstanding may take action to protect and enforce the rights of all beneficial owners with respect to such undertakings, including an action for specific performance; provided that failure to comply with such undertakings shall not be an event of default under the Lease and shall not result in any acceleration of payment ofthe Series 1999 Bonds. All actions shall be instituted, had and maintained in the manner provided in this paragraph for the benefit of all beneficial owners of the Series 1999 Bonds. The Corporation reserves the right to modifY from time to time the information to be provided to the extent necessary or appropriate in the judgment of the Corporation, provided that: (a) any such modification may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, composition, nature or status of the Corporation; (b) the information to be provided, as modified, would have complied with the requirements of Rule 15c2-12 issued under the Securities Exchange Act of 1934 ("Rule 15c2-12") as of the date of the Official Statement with respect to the Series 1999 Bonds, after taking into account any amendments or interpretations of Rule 15c2-12, as well as any changes in circumstances; and (c) any such modification does not materially impair the interests ofthe beneficial owners of the Series 1999 Bonds, as determined either by parties unaffiliated with the Corporation (such as bond counsel), or by the approving vote of the registered owners ofa majority in principal amount of the Series 1999 Bonds C 532630v09!.13704,00013 6 then Outstanding pursuant to the terms of the Bond Order and the Series 1999 Resolution as they may be amended from time to time. Any annual financial information containing the modified operating data or financial information is required to explain, in narrative form, the reasons for the amendments and the impact of the change in the type of operating data or financial information being provided. The undertaking described in this Section will terminate upon payment, or provision having been made for payment in a manner consistent with Rule 15c2-12, in full of the principal of and interest on all of the Series 1999 Bonds. SECTION 4.22 Controlled Affiliates. The Corporation will cause each of its Controlled Affiliates to comply with the terms and conditions ofthis Lease and will cause each such Controlled Affiliate to take all actions necessary to allow the Corporation to comply with such terms and conditions. SECTION 4.23 Information to Bond Insurer for Series 1999 Bonds. For so long as the Bond Insurance for the Series 1999 Bonds remains in effect and there is no Insurer Default with respect thereto, the Corporation will supply the following to the Bond Insurer (at 113 King Street, Armonk, New York 10504, Attention. Manager, Insured Portfolio Management Department): Annual Documentation. to be submitted within one hundred twenty (120) days of the end of each Fiscal Year' Audited financial statements for the most recent Fiscal Year Quarterly financial statements with comparables for the similar period of the prior Fiscal Year, to be submitted within 60 days of the end of each quarterly period. Auditor's management letter for the most recent Fiscal Year A letter from the Corporation summarizing the letters of various counsel to the Corporation concerning material litigation (if any) and containing a schedule of all material pending litigation. Insurance consultant reports required pursuant to the Bond Order and Lease. Utilization Statistics for the most recent Fiscal Year Licensed beds Beds in service Admissions (excluding newborns) Patient days (excluding newborns) Average length of stay (days) Percentage occupancy (of beds in service) C 532630v09!.1370400013 7 Emergency Room visits Outpatient visits Percentage of revenues by the following payor classes for most recent Fiscal Year Medicare Blue Cross/Commercial Medicaid Self-pay Managed Care Other Medicare Case Mix Index for the most recent Fiscal Year Other' on request, any other information reasonably necessary for that Bond Insurer to perform monitoring evaluation of the Corporation. SECTION 4.24 Limitation on Right to Terminate Lease. For so long as the Bond Insurance for the Series 1999 Bonds remains in effect and there is no Insurer Default with respect thereto, the County shall have the right to terminate this Lease only if either (i) the Bond Insurer has given its prior written consent thereto or (ii) the Series 1999 Bonds have been defeased in accordance with Article X of the Series 1999 Resolution. SECTION 303 Amendment of Lease. The following is added at the end of Section 12.03(a) of the Lease: "; or (viii) to make conforming and other changes deemed necessary or appropriate in connection with the delivery of a Replacement Master Agreement pursuant to Section 620 of the Bond Order" SECTION 3.04 Amendment to Exhibit A ofthe Lease. Exhibit A ofthe Lease is hereby deleted and replaced with Exhibit A hereto. SECTION 3 05 Amendment to Exhibit B of the Lease. Exhibit B of the Lease is hereby amended to add the following: The Project financed with the proceeds of the Series 1999 Bonds consists of the renovation and improvement of certain of its facilities. SECTION 3.06 Amendment to Exhibit C of the Lease. Exhibit C of the Lease is hereby deleted and replaced with Exhibit C hereto. ARTICLE IV Miscellaneous SECTION 4 01 Multiole Counterparts. This Amendment may be executed in multiple counterparts, each of which shall be regarded for all purposes as an original, constituting but one and the same instrument. C 532630v09!.l370400013 8 SECTION 4 02 Severability If anyone or more of the covenants, agreements or provisions of this Amendment shall be determined by a court of competent jurisdiction to be invalid, the invalidity of such covenants, agreements and provisions shall in no way affect the validity or effectiveness of the remainder of this Amendment or the Lease, as amended hereby, and this Amendment and the Lease, as amended hereby, shall continue in force to the fullest extent permitted bylaw SECTION 4 03 Recordation of Amendment. The Corporation covenants that it will cause this Amendment to be recorded and filed in the office of the New Hanover County Register of Deeds. SECTION 4 04 State Law Controlling. This Amendment shall be construed and enforced in accordance with the laws of the State of North Carolina. SECTION 405 EffectiveDateofThisAmendment. Notwithstanding that this Amendment is dated as of February 15, 1999, this Amendment shall take effect when (i) it is fully executed and has been deli vered to the parties hereto contemporaneously with the deli very of and payment for the Series 1999 Bonds, (ii) the consent of the Holders of not less than 51 % in aggregate principal amount ofthe Bonds then Outstanding has been obtained as required by Section 12.03 of the Lease and Section 1302 ofthe Bond Order and (iii) consent of the Bond Insurer, as defined in the Senes Resolution adopted October 6, 1993, has been obtained as required by Section 1102 of such Series Resolution. No obligation shall be imposed on the Corporation prior to the effective date of this Amendment. SECTION 406 Extension of Term. The term of the Lease shall be extended so that it terminates on the thirtieth anniversary of the effective date of this Amendment as set forth in Section 405 hereof. All other provisions of Section 3 02 ofthe Lease, including, without limItation, those regarding early termination and regarding renewal of the Lease for additional five-year terms after expiration of the initial term, remain unchanged. C-532630v09!.13704.00013 9 IN WITNESS WHEREOF, the County has caused these presents to be signed in its name and on its behalf by the Chairman of its Board of Commissioners and its official seal to be hereunto affixed and attested by the Clerk to said Board, thereunto duly authorized; and the Corporation has caused these presents to be signed in its name and on its behalfby its President and its corporate seal to be hereunto affixed and attested by its Secretary, all as ofthe fifteenth day of February, 1999 COUNTY OF NEW HANOVER, NORTH CAROLINA [SEAL] By' Chairman of the Board of Commissioners Attest Clerk to the Board of Commissioners NEW HANOVER REGIONAL MEDICAL CENTER [SEAL] By' Attest: President and ChIef Executive Officer Secretary C 532630v09!.1370400013 10 ACKNOWLEDGMENT OF EXECUTION ON BEHALF OF THE COUNTY STATE OF NORTH CAROLINA ) ) ss.. COUNTY OF ) ~ Before me, the undersigned, a Notary Public in and for said County and State on this_ day of , 1999, personally appeared WILLIAM A. CASTER, being and to me known to be the Chairman of the Board of Commissioners for the County of New Hanover, who being by me duly sworn, says that he resides at 1218 Country Club Road, Wilmington, North Carolina, that he knows the seal of said County and that by authority duly given by, and as the act of, said County, the foregoing and annexed Second Amendment to Lease Agreement, dated as of February 15, 1999, was signed by him as said Chairman on behalf of said County, and the seal of said County affixed thereto, and personally appeared Lucie F Harrell, being to me known to be the Clerk to the Board of Commissioners of said County, who, being by me duly sworn, says that she resides at 338 Island Creek Drive, Wilmington, North Carolina, that she knows the seal of said County and that by authority duly given by said County she impressed the official seal of said county upon the foregoing and annexed Second Amendment to Lease Agreement in execution thereof for and on behalf of said County and that she attested the same as said Clerk to the Board of Commissioners by affixing her signature thereon in attestation thereof and said Chairman and Clerk to the Board of Commissioners further acknowledged the foregoing and annexed Second Amendment to Lease Agreement to be the act and deed of the County of New Hanover, North Carolina. WITNESS my hand and official seal in the County and State last aforesaid this of ,1999 Notary Public [SEAL] My commission expires: C 5326JOv09!.13704.00013 11 ACKNOWLEDGMENT OF EXECUTION ON BEHALF OF THE CORPORATION STATE OF NORTH CAROLINA ) ) ss. COUNTY OF ) Before me, the undersigned, a Notary Public in and for said County and State on this_ day of ,1999, personally appeared WILLIAM K. ATKINSON, Ph.D being and to me known to be the President and Chief Executive Officer of New Hanover Regional Medical Center, who being by me duly sworn, says that he resides at Wilmington, North Carolina, that he knows the seal of said Corporation and that by authority duly given by, and as the act of, said Corporation, the foregoing and annexed Second Amendment to Lease Agreement, dated as of ,1999, was signed by him as said President on behalf of said Corporation, and the seal of said corporation affixed thereto, and personally appeared , being to me known to be the Secretary of said Corporation, who, being by me duly sworn, says that he resides at , Wilmington, North Carolina, that he knows the seal of said Corporation and that by authority duly given by said Corporation he impressed the corporate seal of said Corporation upon the foregoing and annexed Second Amendment to Lease Agreement in execution thereoffor and on behalf of said Corporation and that he attested the same as said Secretary by affixing his signature thereon in attestation thereof and said President and Secretary further acknowledged the foregoing and annexed Second Amendment to Lease Agreement to be the act and deed of New Hanover Regional Medical Center. WITNESS my hand and corporate seal in the County and State last aforesaid this _ day of , 1999 Notary Public [SEAL] My commission expires: C 532630v09!.13704.000lJ 12