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<br /> AMENDMENT TO TAX EXEMPTION AGREEMENT
<br /> THIS AMENDMENT TO TAX EXEMPTION AGREEMENT, dated January 25, 2012,
<br /> among the City of Decatur, Macon County, Illinois (the "Issuer"), Decatur Memorial Hospital,
<br /> an Illinois not for profit corporation (the "Corporation") and Hickory Point Bank & Trust, fsb, as
<br /> bond trustee for the hereinafter-described Series 2010 Bonds (the "Bond Trustee").
<br /> WHEREAS, the Issuer heretofore issued its (i) $6,280,000 Hospital Facility Revenue
<br /> Bonds, Series 2010A (Decatur Memorial Hospital), (ii) $5,000,000 Hospital Facility Revenue
<br /> Bonds, Series 2010B (Decatur Memorial Hospital), (iii) $4,405,000 Hospital Facility Revenue
<br /> Bonds, Series 2010C (Decatur Memorial Hospital) and (iv) $2,675,000 Hospital Facility
<br /> Revenue Bonds, Series 2010D (Decatur Memorial Hospital) (collectively, the "Series 2010
<br /> Bonds"), each dated December 22, 2010; and
<br /> WHEREAS, in connection with the Series 2010 Bonds, a Tax Exemption Agreement
<br /> dated December 22, 2010 was entered into among the Issuer, the Corporation and the Bond
<br /> Trustee (the "Tax Exemption Agreement"); and
<br /> WHEREAS, the Corporation has requested that the purchasers of the Series 2010 Bonds
<br /> (the "Purchasers") consider providing interest rate relief on the Series 2010 Bonds so as to
<br /> reduce the total interest cost of the Series 2010 Bonds; and
<br /> WHEREAS, the Purchasers have agreed to offer such reduction in the total interest cost
<br /> of the Bonds in the form of interest rate reductions on a portion of the Series 2010 Bonds, on the
<br /> condition that the Series 2010 Bonds remain "Qualified Tax-Exempt Obligations" pursuant to
<br /> and as defined in Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the
<br /> "Code"); and
<br /> WHEREAS, such interest rate reductions on a portion of the Series 2010 Bonds in the
<br /> aggregate principal amount of $9,914,400 will constitute a reissuance and current refunding of
<br /> that portion of the Series 2010 Bonds under the Code (the "Refunding"); and
<br /> WHEREAS, in order to provide for the Refunding and the reregistration of the Series
<br /> 2010 Bonds the Issuer adopted "AN ORDINANCE authorizing the partial reissuance and current
<br /> refunding of a portion of $16,524,000 Hospital Facility Revenue Bonds, Series 2010 (Decatur
<br /> Memorial Hospital) (the "Series 2010 Bonds") by the City of Decatur, Macon County, Illinois
<br /> (the "City") and the reregistration of the Series 2010 Bonds; approving the execution and
<br /> delivery of a First Supplemental Bond Trust Indenture and an Amendment to Tax Exemption
<br /> Agreement; and authorizing and approving certain other matters" on January 17, 2012 (the
<br /> "Ordinance"); and
<br /> WHEREAS, in connection with the Refunding and pursuant to the Ordinance, the Series
<br /> 2010 Bonds shall be reregistered as set forth in the table below (the "Reregistered Series 2010
<br /> Bonds"):
<br /> 2
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