ࡱ> TVS` 'bjbjss N3)N N N N  8888p |( FM(R/L{4LL$2NhPBL LN N M'''BN z '''l  ' О+%8v'$M0FM'PkFP'P ''LLvFM( $L $p D( L p  4 " N N N N N N  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; and 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; and 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; and 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; and 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; NOW THEREFORE 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 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 Assistant Secretary, Industrial Development Authority of the City of Suffolk Approved as to Form: _______________________________ C. Edward Roettger, Jr. City Attorney ::ODMA\PCDOCS\DOCSNFK\1126164\5   PAGE 4 PAGE 3 } " >@S%&&&&&&''t'u'v'''''''''''''''''''''''hkAhEAh0J#mHnHuh<}0J#mHnHu h<}0J#jh<}0J#Uh<}jh<}U hjhjhjCJmHnHuhjhQzaJhjhjaJhwO hj>*hDh|hj@ hvhj hj@hj3>V|}34p $ a$gdj $`a$gdj$a$gdj$a$gdj''''p q $$F%G%&&&&'''')'*'+'K'L'e'f't'u'v'gdj  ^` gdj gdj $ a$gdj$a$gdjv''''''''''''''''''''''!!&`#$d1$gdkAgdjL....()()))() 0000 PP&PP8$:pkABP/ =!"#$% %@@@ Normal1$CJ_HmH sH tH DA@D Default Paragraph FontViV  Table Normal :V 44 la (k(No List 4+4  Endnote Text>*> Endnote ReferenceH*66  Footnote Text@&!@ Footnote ReferenceH*NN TOC 1) $ 0*$]^`0JJ TOC 2% $ 0*$]^`0JJ TOC 3% $ p0*$]^p`0JJ TOC 4% $ @ 0*$]^@ `0JJ TOC 5% $ 0*$]^`0BB TOC 6 $0*$^`0:: TOC 70*$^`0BB TOC 8 $0*$^`0BB TOC 9 $ 0*$^`0N N Index 1% $ `*$]^``N N Index 2% $ 0*$]^`0>.>  TOA Heading *$ $*"* Caption:: _Equation Caption4 @4 Footer ! !4"4 Header " !.)@1. Page NumberHBH 2% Balloon Text$CJOJQJ^JaJ 2 !z z zV>V|} 34pqFG)*+KLeftuv%x%x%x%x%x%x%x%x%x%x%x%x%x%x%x%x%x%x%x%x%x%x%x%x%x%x %x%x%x%x%x%x%x%x%x%x%x%x%x%x%x%x%x%x%x%x%x%x%x@0@0>V|} 34pqFG)*+KLeftuv0@0@0@0@0@0@0@00000000000000000000000000000000000000000h0$0000000000!0!00!0!0000h0<t00@0 (((+'p v'''"$+!!8@0(  B S  ? 5:JOFK#qv  # ( H M V^vvvftvtv^]kA}wx4 CW S `j7"zM$2%,"(-(/3H{38?<OC~DOGVHNImhPB-T&XKZo=]IcdEAhDlDlm7pQrsAt-kzzzDh|<}b~?bYg=v{8khyi0:rw6HVY>f9Dn&HgU<Ki 4-cO; odjC{QzW,s/<7n@mvyDwO%h<FPI Vu@\\nfkprint181\NFK1867NE05:HP LaserJet 4345 mfp PCL 6HP LaserJet 4345 mfp PCL 6\\nfkprint181\NFK1867pC odXXLetterDINU"4<3(<IUPH dLetter [none] [none]Arial4Pd?MJDUVALL<Automatic>dWINWORD.EXE\\nfkprint181\NFK1867pC odXXLetterDINU"4<3(<IUPH dLetter [none] [none]Arial4Pd?MJDUVALL<Automatic>dWINWORD.EXE}@Gz Times New Roman5Symbol3& z Arial5& z!Tahoma"9mk㩆k㩆w}w}!4ee2qHX ?kA2Oh+'0xl   ( 4 @LT\d      Normal.dot3Microsoft Office Word@@]@B%@jI%w Oh+'0l`   ( 4@HPX      Normal.dot1Microsoft Office Word@@P]%@P]%w  OLUTION$_PID_LINKBASEA   !"#$%&'()*+,-./0123456789:;<=>?@ABUKRoot Entry Fpݵ%W1TablePWordDocumentN3SummaryInformation(DocumentSummaryInformation8\CompObjq   FMicrosoft Office Word Document MSWordDocWord.Document.89q՜.+,D՜.+,8     }e $$OBICI/ISLE OF WIGHT/IDA RESOLUTI