ࡱ> ^`]` rKbjbjss ;fLC%TTTTTTTd844t ,04"VVV111<,>,>,>,>,>,>,$-h0Bb,T11111b,TTVVw,"""1TVTV<,"1<,""V *@TT*V$ %~`* ,4,0,l*xS01!(S0*S0T*$11"11111b,b,Y!Z111,1111t d d< t < hd@ TTTTTT RESOLUTION OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF HAMPTON, VIRGINIA WHEREAS, there has been described to the Industrial Development Authority of the City of Hampton (the Authority) the plan of financing of Sentara Healthcare (the Company), whose principal place of business is located at 6015 Poplar Hall Drive, Suite 214, Norfolk, Virginia 23502, for the issuance by the Industrial Development Authority of the City of Suffolk, Virginia (the Suffolk Authority) of its revenue and refunding bonds (the Series 2006 Sentara Bonds) in an amount not to exceed $175,000,000 to assist the Company in (a) (i) financing and refinancing (1) certain costs incurred by the Company in connection with the acquisition of Louise Obici Memorial Hospital, located at 2800 Godwin Boulevard, Suffolk, Virginia 23434 (Obici Hospital), (2) certain other assets of Obici Health System (Obici) also located at 2800 Godwin Boulevard, Suffolk, Virginia 23434 (collectively, the Obici Assets), and (ii) financing working capital in an amount not to exceed $2,500,000 for use by the Company in connection with the Companys acquisition of the Obici Assets; (b) currently refunding the outstanding principal amount of certain bonds of Obici, the proceeds of which were used by Obici to finance the acquisition, construction and/or equipping of improvements to Obici Hospital, located at 2800 Godwin Boulevard, Suffolk, Virginia 23434, which bonds were assumed by the Company in connection with the acquisition described in clause (a) above (the Obici Refunded Bonds), comprised of (1) Industrial Development Authority of the County of Sussex, Virginia $10,000,000 2000 Hospital Revenue Bond (Louise Obici Memorial Hospital), and (2) Industrial Development Authority of the City of Suffolk, Virginia $9,880,000 Hospital Revenue and Refunding Bonds (Louise Obici Memorial Hospital Project) Series 2004; (c) refinancing a portion of a taxable loan in the original principal amount of $11,000,000, dated as of September 1, 2004 from Bank of America, N.A. to Obici (the Refinanced Obici Debt), which was assumed by the Company in connection with the acquisition described in clause (a) above; (d) currently refunding the outstanding principal amount of certain bonds of the Company, comprised of (1) $11,800,000 Industrial Development Authority of the City of Hampton, Virginia Hospital Facilities Revenue and Refunding Bonds (Sentara Health System Obligated Group) Series 1997B (the Series 1997B Sentara Bonds) and (2) $54,435,000 Economic Development Authority of the City of Norfolk Hospital Facilities Revenue and Refunding Bonds (Sentara Healthcare) Series 2004D (Indexed Put Bonds)(the Series 2004D Sentara Bonds); (e) refinancing up to $29,450,000 in principal amount of capital expenditures incurred by the Company in the Cities of Norfolk and Hampton, Virginia and financed by the Company under its commercial paper program (the Sentara CP Debt); and (f) paying all or a portion of the costs associated with the issuance of the Series 2006 Sentara Bonds; WHEREAS, the plans of the Company as described in the foregoing recital are to be effected through the issuance of the Series 2006 Sentara Bonds by the Suffolk Authority in one or more series and in an aggregate principal amount not to exceed $175,000,000; WHEREAS, the Obici Assets and the facilities initially financed with the proceeds of the Obici Refunded Bonds, the Refinanced Obici Debt, the Series 1997B Sentara Bonds, the Series 2004D Sentara Bonds and the Sentara CP Debt (collectively, the Facilities) are located in the Cities of Suffolk, Norfolk and Hampton, Virginia, and accordingly the Series 2006 Sentara Bonds will constitute a multi-jurisdictional issue requiring not only approvals from the Cities of Suffolk, Norfolk and Hampton, Virginia but also compliance with the Authoritys multi-jurisdictional fee sharing policy; WHEREAS, the largest portion of principal amount of the Series 2006 Sentara Bonds will relate to Facilities physically located in the City of Suffolk, Virginia, and accordingly the Company has requested that the Suffolk Authority issue the Series 2006 Sentara Bonds; WHEREAS, the Suffolk Authority is empowered under the Industrial Development and Revenue Bond Act, Chapter 49, Title 15.2 of the Code of Virginia, as amended (the Act) to issue the Series 2006 Sentara Bonds; WHEREAS, a public hearing with respect to the Series 2006 Sentara Bonds as required by the Act and the Internal Revenue Code of 1986, as amended, (the Code), was held by the Suffolk Authority on September 13, 2006 and thereafter the Suffolk Authority adopted a resolution (the Suffolk Authority Resolution) agreeing to assist the Company by issuing the Series 2006 Sentara Bonds and agreeing to comply with the Suffolk Authoritys and the Authoritys multi-jurisdictional fee sharing policies; WHEREAS, the issuance of the Series 2006 Sentara Bonds will benefit the inhabitants of Hampton, Virginia, increase their commerce, and promote their safety, health, welfare, convenience and prosperity; WHEREAS, a public hearing with respect to the Series 2006 Sentara Bonds as required by the Act and the Code has been held by the Authority at this meeting; and WHEREAS, the Company has requested that the Authority adopt a Resolution recommending to the City Council of the City of Hampton (the City Council) that it (i) approve the Companys plan of finance as described herein, (ii) concur with the Suffolk Authority Resolution with respect to the Series 2006 Sentara Bonds and (iii) approve the issuance of the Series 2006 Sentara Bonds by the Suffolk Authority. BE IT RESOLVED BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF HAMPTON, VIRGINIA: 1. The foregoing recitals are approved by the Authority and are incorporated in, and deemed a part of, this Resolution. 2. The Authority hereby recommends that the City Council (a) approve the Companys plan of finance as described in this Resolution, (b) concur with the Suffolk Authority Resolution with respect to the Series 2006 Sentara Bonds, the form of which is attached hereto as Exhibit A, as required by the Act and (b) approve the issuance of the Series 2006 Sentara Bonds by the Suffolk Authority as required under applicable provisions of the Code and the Act. 3. The Authority hereby directs the Chairman or Vice Chairman of the Authority to submit to the City Council (i) a reasonably detailed summary of the comments, if any, expressed at the public hearing conducted by the Authority, (ii) the fiscal impact statement submitted to the Authority by the Company in accordance with the Act, and (iii) a copy of this Resolution. 4. Each officer of the Authority is authorized to execute and deliver on behalf of the Authority such instruments, documents or certificates and to do and perform such things and acts as they shall deem necessary or appropriate in carrying out the transactions authorized by this Resolution or contemplated by the documents prepared in connection with the issuance of the Series 2006 Sentara Bonds, and all of such actions previously done or performed by the officers or directors of the Authority are in all respects approved, ratified and confirmed. 5. All costs and expenses in connection with the financing plan, including the fees and expenses of the Authority, and the fees and expenses of counsel for the Authority, shall be paid promptly from the proceeds of the Series 2006 Sentara Bonds to the extent permitted by law or from funds provided by the Company. If for any reason the Series 2006 Sentara Bonds are not issued, it is understood that all such fees and expenses shall be paid promptly by the Company upon presentation of an invoice and that the Authority shall have no responsibility therefor. The Company agrees to indemnify and save harmless the Authority's directors, employees, agents and counsel from and against all liabilities, obligations, claims, penalties, losses, costs and expenses in any way connected with the issuance of the Series 2006 Sentara Bonds and the Companys plan of finance as described herein. 6. All other acts of the officers of the Authority which are in conformity with the purposes and intent of this Resolution and in furtherance of the issuance of the Series 2006 Sentara Bonds and the implementation of the Companys plan of finance as described herein are hereby approved and confirmed. 7. This Resolution shall take effect immediately upon its adoption. 8. This Resolution shall expire if the Series 2006 Sentara Bonds have not been sold or this Resolution extended on or before the first anniversary date of the adoption of this Resolution. The undersigned hereby certifies that the above resolution was duly adopted by an affirmative roll call vote of a majority of the directors of the Industrial Development Authority of the City of Hampton, Virginia, at a meeting duly called and held on September 19, 2006, and that such resolution is in full force and effect on the date hereof. Dated: ________________, 2006 Secretary, Industrial Development Authority of the City of Hampton, Virginia EXHIBIT A Resolution of the Industrial Development Authority of the City of Suffolk INDUCEMENT RESOLUTION OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SUFFOLK FOR THE BENEFIT OF SENTARA HEALTHCARE WHEREAS, there has been described to the Industrial Development Authority of the City of Suffolk (the Authority) the plan of financing of Sentara Healthcare (the Company), whose principal place of business is located at 6015 Poplar Hall Drive, Suite 214, Norfolk, Virginia 23502, for the issuance by the Authority of its revenue and refunding bonds (the Series 2006 Sentara Bonds) in an amount not to exceed $175,000,000 to assist the Company in (a) (i) financing and refinancing (1) certain costs incurred by the Company in connection with the acquisition of Louise Obici Memorial Hospital, located at 2800 Godwin Boulevard, Suffolk, Virginia 23434 (Obici Hospital), (2) certain other assets of Obici Health System (Obici) also located at 2800 Godwin Boulevard, Suffolk, Virginia 23434 (collectively, the Obici Assets), and (ii) financing working capital in an amount not to exceed $2,500,000 for use by the Company in connection with the Companys acquisition of the Obici Assets; (b) currently refunding the outstanding principal amount of certain bonds of Obici, the proceeds of which were used by Obici to finance the acquisition, construction and/or equipping of improvements to Obici Hospital, located at 2800 Godwin Boulevard, Suffolk, Virginia 23434, which bonds were assumed by the Company in connection with the acquisition described in clause (a) above (the Obici Refunded Bonds), comprised of (1) Industrial Development Authority of the County of Sussex, Virginia $10,000,000 2000 Hospital Revenue Bond (Louise Obici Memorial Hospital), and (2) Industrial Development Authority of the City of Suffolk, Virginia $9,880,000 Hospital Revenue and Refunding Bonds (Louise Obici Memorial Hospital Project) Series 2004; (c) refinancing a portion of a taxable loan in the original principal amount of $11,000,000, dated as of September 1, 2004, from Bank of America, N.A. to Obici (the Refinanced Obici Debt), which was assumed by the Company in connection with the acquisition described in clause (a) above; (d) currently refunding the outstanding principal amount of certain bonds of the Company, comprised of (1) $11,800,000 Industrial Development Authority of the City of Hampton, Virginia Hospital Facilities Revenue and Refunding Bonds (Sentara Health System Obligated Group) Series 1997B (the Series 1997B Sentara Bonds) and (2) $54,435,000 Economic Development Authority of the City of Norfolk Hospital Facilities Revenue and Refunding Bonds (Sentara Healthcare) Series 2004D (Indexed Put Bonds)(the Series 2004D Sentara Bonds); (e) refinancing up to $29,450,000 in principal amount of capital expenditures incurred by the Company in the Cities of Norfolk and Hampton, Virginia, and financed by the Company under its commercial paper program (the Sentara CP Debt); and (f) paying all or a portion of the costs associated with the issuance of the Series 2006 Sentara Bonds; WHEREAS, the Obici Assets and the facilities initially financed with the proceeds of the Obici Refunded Bonds, the Refinanced Obici Debt, the Series 1997B Sentara Bonds, the Series 2004D Sentara Bonds and the Sentara CP Debt (collectively, the Facilities) are located in the Cities of Suffolk, Norfolk and Hampton, Virginia, and accordingly the Series 2006 Sentara Bonds will constitute a multi-jurisdictional issue requiring not only approvals from and compliance with the multi-jurisdictional fee sharing policies adopted by the economic or industrial development authorities of the Cities of Norfolk and Hampton, Virginia but also approval from the City of Suffolk and compliance with the Authoritys multi-jurisdictional fee sharing policy; WHEREAS, the largest portion of principal amount of the Series 2006 Sentara Bonds will relate to Facilities physically located in the City of Suffolk, Virginia (the City), and accordingly the Company has requested that the Authority issue the Series 2006 Sentara Bonds; WHEREAS, the Company in its appearance before the Authority and its application attached hereto as Exhibit I has described the benefits to the City and has requested the Authority to agree to issue its revenue and refunding bonds pursuant to the Virginia Industrial Development Revenue Bond Act, Chapter 49, Title 15.2, Code of Virginia of 1950, as amended (the Act), in an aggregate principal amount not to exceed $175,000,000 and to lend the proceeds from the sale of the Bonds to the Company, in order to assist the Company in financing and refinancing the Facilities; WHEREAS, a public hearing with respect to the Series 2006 Sentara Bonds as required by the Act and the Internal Revenue Code of 1986, as amended, (the Code), with respect to the Series 2006 Sentara Bonds has been held by the Authority at this meeting; and WHEREAS, the issuance of the Series 2006 Sentara Bonds will benefit the inhabitants of the City, increase their commerce, and promote their safety, health, welfare, convenience and prosperity; BE IT RESOLVED BY THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF SUFFOLK: 1. The foregoing recitals are approved by the Authority and are incorporated in, and deemed a part of, this Resolution. 2. In order to assist the Company to finance and refinance the Facilities, the Authority hereby agrees to finance and refinance the Facilities by undertaking the issuance of the Series 2006 Sentara Bonds in an amount not to exceed $175,000,000, and to loan the proceeds thereof to the Company upon terms and conditions to be mutually agreed upon between the Authority and the Company. The Series 2006 Sentara Bonds shall be issued in form and pursuant to terms to be set by the Authority. 3. The Authority hereby agrees to the recommendation of the Company that Kaufman & Canoles, Norfolk, Virginia, be appointed as bond counsel and hereby appoints such firm to supervise the proceedings and approve the issuance of the Series 2006 Sentara Bonds. 4. At the request of the Company the Authority hereby appoints, Citigroup Global Markets, as underwriter for the purchase and sale of the Series 2006 Sentara Bonds pursuant to terms to be mutually agreed upon. 5. All costs and expenses in connection with the financing plan, including the fees and expenses of the Authority, and the fees and expenses of counsel for the Authority, shall be paid promptly from the proceeds of the Series 2006 Sentara Bonds to the extent permitted by law or from funds provided by the Company. If for any reason the Series 2006 Sentara Bonds are not issued, it is understood that all such fees and expenses shall be paid promptly by the Company upon presentation of an invoice and that the Authority shall have no responsibility therefor. The Company agrees to indemnify and save harmless the Authority's directors, employees, agents and counsel from and against all liabilities, obligations, claims, penalties, losses, costs and expenses in any way connected with the issuance of the Series 2006 Sentara Bonds and the Companys plan of finance as described herein. The Authority agrees to comply with its multi-jurisdictional fee policy and the multi-jurisdictional fee sharing policies adopted by the economic or industrial development authorities of the Cities of Hampton and Norfolk in connection with the issuance of the Series 2006 Sentara Bonds. 6. This Resolution shall take effect immediately upon its adoption. The undersigned hereby certifies that the above resolution was duly adopted by an affirmative roll call vote of a majority of the directors of the Industrial Development Authority of the City of Suffolk at a meeting duly called and held on September 13, 2006, and that such resolution is in full force and effect on the date hereof. Dated: ________________, 2006 Secretary, Industrial Development Authority of the City of Suffolk ::ODMA\PCDOCS\DOCSNFK\1126134\5     PAGE  PAGE 6 ;?CJV9 : m  K h l % B qv(a JP^4J^8Ͽڿڿ˻˿ڿڿ⿳hh*JhQhH~hUhF"hVhm heAheAhTh]hZh*htjhZh*hh7h2,h8.h7_hh]h hzhh4nh E hUhF"hh86(h@ h}=@ h@@ h E @< hi ""F$G$''((;)<)))S+T+s++ gdz $*$a$gd L $ a$gdz $`a$gd2,$a$gd'5 I N !!e!f!l!m!s!!!!!!!!!!!!!!""""""##G$H$I$#%7%z%%%%&&~&&['p''''''''''Q(h(|((((((<)=)>)d)x) hz@h LhF"h;!bh( hLhZhZh]h E hFh*Jhzh2,hh7hKx)))))*******+++q+r+y+++++++++++%,&,,----H.;;<X=%>'>U>h>>>'?I'JJJJKKK*K+KĔh]hp5@ ha{5@ ha{>*hDh|ha{@ hvha{ ha{@ha{ hp5@ hz5@ h]5@ h]@ hz>*hZ hZ@ hz@h Lh~Uhz8++++,%,&,d,|,,,77::;;&>'>'? $ a$gda{ $`a$gda{$a$gda{$a$gda{$  ^` a$gd]  ^` gdz'?(???:@;@@@BBCCxDyDIIZI[IJJJJK  ^` gda{ gda{ $ a$gda{ $`a$gda{$a$gda{KKKKK K!K"K#K$K%K&K'K(K)K*K+K,KLKNKOKQKRKTKUK $`a$gd2,$  ^` a$gd]$a$gda{+K,KKKLKMKOKPKRKSKUKVKXKYK_K`KaKcKdKjKkKlKmKnKpKqKrKh;h'(0JmHnHu hL0JjhL0JUhLjhLUha{CJmHnHuhuUKWKXKaKbKcKnKoKpKqKrK $`a$gd2, &`#$gd; 9 0&P1h:p'/ =!"#$% @@@ NormalCJ_HaJmH sH tH DA@D Default Paragraph FontRiR  Table Normal4 l4a (k(No List4 @4 ;Footer  !.)@. ; Page NumberHH '( Balloon TextCJOJQJ^JaJrC f!z!z!z!z!z!z^^#Z1x<rC }4UV ;<HI  vw hiFG ;!>,C,CKCKCLCXC`CcCmCpCsC9:hlBBTTtt ( FZ%$C)C*C,C,CKCKCLCXC`CcCmCpCsC)C*C,CKCLCsC9:hlBBTTtt ( FZ%$C)C*C,C,CKCKCsCz ֌YH1̝*7a?\88^8`o(. ^`hH.  L ^ `LhH.   ^ `hH. xx^x`hH. HLH^H`LhH. ^`hH. ^`hH. L^`LhH.0^`0o(. ^`hH.  L ^ `LhH.   ^ `hH. xx^x`hH. HLH^H`LhH. ^`hH. ^`hH. L^`LhH.88^8`o(. ^`hH.  L ^ `LhH.   ^ `hH. xx^x`hH. HLH^H`LhH. ^`hH. ^`hH. L^`LhH.YH1z *7a?|&        ~d        (h        CB'z; E ]~ZV( '(86(Es)2,h7yFuN&R7_;!b Xb.g;jm-m4n`q[{a{ >|N~H~@lBu#'*Jtj*YpZ?@ABCDEFGHIJKL_URoot Entry Fn%a1Table4k0WordDocument;fSummaryInformation(DocumentSummaryInformation8\CompObjq   FMicrosoft Office Word Document MSWordDocWord.Document.89q՜.+,D՜.+,8     /B $