2010-74 AUTHORIZING EXECUTION AND DELIVERY OF MEMORANDUM OF AGREEMENT PERTAINING TO ISSUANCE OF HOSPITAL FACILITY REVENUE BONDS

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MEMORANDUM OF AGREEMENT This Memorandum of Agreement dated as of October 21, 2010 is by and between the City of Decatur, Macon County, Illinois, a political subdivision of the State of Illinois (the "City"), and Decatur Memorial Hospital, an Illinois not for profit corporation (the "Hospital"), located in the City of Decatur, Illinois, WITNESSETH: WHEREAS, the City is a home rule unit within the meaning of Article 7, Section 6(a), of the Illinois Constitution of 1970 and is empowered under said Constitution and Ordinance No. 77-33p assed by the City Council of the City on April 4, 1977, as supplemented and amended (the "Enabling Ordinance"), to issue its hospital facility revenue bonds to finance in whole or in part the costs of a "Project" and "Project Costs" (as defined in the Enabling Ordinance), to redeem, retire or otherwise pay any outstanding indebtedness of a "hospital" (as defined in the Enabling Ordinance) and to refund bonds previously issued pursuant to the Enabling Ordinance; and WHEREAS,the Hospital is an Illinois not for profit corporation which owns and operates the general hospital in the City known as Decatur Memorial Hospital; and WHEREAS, the Hospital is a "Hospital" and its hospital property is a "Hospital Facility" as defined in the Enabling Ordinance; and WHEREAS, the Hospital has requested the City to issue its hospital facility revenue bonds (the "Bonds") for the purpose of (i) refinancing taxable debt, the proceeds of which refinanced the tax-exempt $30,500,000 Illinois Health Facilities Authority Adjustable Rate Revenue Bonds, Series 1996A (Decatur Memorial Hospital Project) (the "Prior Indebtedness"), (ii) paying or reimbursing the Hospital for the payment of the costs of the acquisition, construction, renovation, remodeling and equipping of certain of its health care facilities and (iii) paying certain expenses incurred in connection with the issuance of the Bonds and the refinancing of the Prior Indebtedness (collectively, the "Financing Purposes"); and WHEREAS, the Bonds of the City shall be limited obligations of the City payable solely out of the revenues and receipts derived from payments to be made by the Hospital; no holder of the Bonds shall have the right to compel any exercise of the taxing power of the City or any political subdivision of the State of Illinois and the Bonds shall not constitute an indebtedness or a loan of credit of the City; and WHEREAS, the City has determined the financing as herein described will further the purposes of the Enabling Ordinance; subject to due compliance with all requirements of law, the City, by virtue of such authority as may now or hereafter be conferred, will issue and sell the Bonds in an amount not to exceed $21,000,000 to pay the costs of such Financing Purposes; CHI-1771597x3