83-78 RATIFYING AND APPROVING THE EXECUTION OF A PURCHASE CONTRACT AMONG THE CITY OF DECATUR, MACON COUNTY, ILLINOIS, DECATUR MEMORIAL HOSPITAL AND SMITH BARNEY, HARRIS UPHAM & CO. INC. AND OTHER UNDERWRITERS

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. 3. We herewith deliver to the City a certified or official bank check payable to its order, in an . amount equal to $200,000, in Chicago Clearing House funds, as security for the performance by the Underwriters of their obligation to accept and pay for the Bonds at the Closiug in accordance with ' the provisions of this Purchase Contract. In the event the City does not accept this o$er, the amount � of such security shall be immediately returned to us. The check shall be held uncashed by the City. ', Concurrently with the delivery of and payment for the Bonds at the Closing, the check shall be re- ' turned to us. If you fail to deliver the Bonds at the Closing, or if you shall be unable to satisfy the li conditions precedent to the obligations of the Underwriters in this Purchase Contract, or if such obligations shall be terminated for any reason permitted by this Purchase Contract, the check shall I be immediately returned to us and such return shall constitute a full release and discharge of all � claims and rights hereunder of the Underwriters against the City and the Corporation. In the event that the Underwriters fail (other than for a reason permitted under this Purchase Contract) to accept and pay for the Bonds at the Closing, the check may be cashed and retained by you to the extent necessary to defray the expenses you have incurred in connection with the authorization and issuance of the Bonds, and the remainder shall be paid to the Corporation, and the amount of such check shall constitute full liquidated damages for such failure and for any and all defaults hereunder on the part of the Underwriters, and thereupon all your claims and rights hereunder, and the Corporation's claims and rights hereunder, against the Underwriters shall be fully released and discharged. 4. Promptly after your acceptance hereof, you shall deliver, or cause to be delivered, to us (a) such copies as we shall then request of the official statement relating to the Bonds, dated October(o , 1983, substantially in the form of the preliminary O�cial Statement, dated September 29, 1983 (the a "Preliminary Official Statement") with only such changes therein as shall have been accepted by us, signed on your behalf by the Mayor of the City and signed in approval thereof on behalf of the Cor- poration by its Chairman of the Boazd (the O�cial Statement, dated the date of this Purchase Con- tract, including the cover page and the appendices thereto are hereinafter referred to as the "Official ` Statement,"except.that if the o�cial statement has been amended between the date thereof and the date upon which-the Bonds are delivered to the Underwriters,the term "O�cial Statement" shall refer to the o$cial statement as so amended); (b) a letter from Peat, Marwick, Mitchell & Co., dated the date hereof, substantially in the form attached hereto and marked "Earhibit II"; {c) a letter from Peat, Marwick, Mitchell&Co., dated the date hereof, consenting to the inclusion in the Official State- ment of their report on the financial statements of the Corporation to which references aze made in such report, and (d) a letter from the Corporation, dated the date hereof, substantially in the form attached hereto and mazked "Exhibit III". By acceptance of this Purchase Contract you hereby au- thorize the use of copies of the O�cial Statement, the Bond Indenture, the Master Trust Indenture dated as of October 1, 1983 (the "Master Indenture"), between the Corporation and The Citizens . National Bank of Decatur, as Trustee (the "Master Trustee"), the Loan Agreement, dated as of October 1, 1983, between the City and the Corporation (the "Loan Agreement"), the Direct Obliga- tion Note, Series A, from the Corporation to the City, dated October 1, 1983 (the "Note") and the Second Supplemental Indenture dated as of October 1, 1983 between the City and The Citizens Na- tional Bank of Decatur, as Trustee, (the "Second Supplemental Indenture"), in connection with the public offering and sale of the Bonds. You also a�knowledge and ratify the use by the Underwriters, prior to the date hereof, of your Preliminary O�cial Statement in connection with the public o$ering of the Bonds. 5. At 10:00 o'clock, A.M., Chicago, Illinois time, on November 9, 1983, or at such other time or on , such earlier or later date upon which we mutually agree (herein called the "Closing"), the City will deliver or cause to be delivered to us, at the o�ces of Chapman and Cutler, Chicago, Illinois (herein called"Bond Counsel") or at such other place upon which we may mutually agree, the documents here- after mentioned, and at the offices of American National Bank and Trust Company of Chicago, Clu- ' cago, Illinois, or at such other place upon which we may mutually agree, the Bonds in definitive form, all the Bonds to be lithographed on steel engraved borders, executed and authenticated, in denominations requested by the Manager. The Underwriters will accept such delivery and will pay the purchase price thereof in immediately available Federal Funds to the order of the Bond Trustee. 2