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HomeMy WebLinkAbout4722_CCv0001.pdf RESOLUTION NO. 4722 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF RED DS APPROVING DOCUMENTS RELATING TO THE EXECUTION AND DELIVERY OF ITS CERTIFICATES OF PARTICIPATION (LOMA LINDA UNIVERSITY MEDICAL, CENTER PROJECT) 1990 SERIES C WHEREAS, Loma Linda University Medical Center (the "Corporation") has requested the assistance of the City o Redlands (the "City") in financing the acquisition of an acute care psychiatric health facility by the Corporation located in Redlands, California (the. "Project") through a proposed installment sale financing arrangement between the Corporation and the City and the execution and delivery of the City's Certificates of Participation (Lama; Linda University Medical Center Project) , 1990 Series C (the "Certificates") ; and, WHEREAS, the City has determined that assisting the Corporation in the financing of the Project is in the hest interests of the City and of benefit to the residents of the City, and WHEREAS, notice of a public hearing to be conducted by this City Council with respect to the proposed financing of the Project by the. City was duly published at least 14 days prior to December 4, 1990, in a newspaper of general circula- tion in the City, which notice set 7: 00 p.m. on December 4, 1990 and the City Council chambers as the time and place for said hearing, and WHEREAS, this City Council is the applicable gov- ernmental unit to conduct said ,public hearing for purposes of Section 147 (f) of the Internal Revenue Code of 1986, as amended (the "Code") ; and WHEREAS, this City Council has duly held said public meeting and hearing with respect to the Project and ,its pro- posed financing, all in accordance with 'Section 147 (f) of the Code, at which public hearing interested individuals were given a reasonable opportunity to express their views on the Project and its proposed financing by the City,. and WHEREAS, there has been presented to this city Council a. proposed form of Installment Sale Agreement to be entered into between the Cite, as purchaser, and the Corpo- ration, as seller; an Installment Purchase Agreement to be entered into between the Corporation, as purchaser, and the City, as seller, a Trust Agreement to be entered into among' the City, the Corporation and Security Pacific National. Hank, as trustee (the "Trustee") a Second Assignment Agreement to be entered into between the City and the Trustee, a ert .fi, tate Purchase Agreement to be entered into among the City, the Corporation and Miller & Schroeder Financial, Inc. ; and a form of Preliminary OfficialStatement relating to the Certi - sates, NOW, THEREFORE, BE IT RESOLVED, DETERMINED AND ORDERED BY THE CITY COUNCIL OF THE CITY OF REDLANDS AS FOL- LOWS: OL-LOWS. Section 1, Recitals; A_pproval__ of Projgct __apd F'inancincx. That the above recitals, and each of them., are true and correct and that this City Council hereby approves the Project and its financing by means of an installment sale financing through the execution and delivery of certificates of participation subject to the condition that the Corporation will: reimburse the City for any expenses incurred in connec- tion with this transaction in the event certificates of participation are not issued.. This approval is intended to satisfy the requirements of Section 147 (f) of the Code. Section 2 . InstallmentsaleAgreement. That the proposed form of Installment Sale Agreement presented at this meeting is hereby approved and the Mayor or Mayor Pro Tem or other appropriate officer and the City Clerk of the City are hereby authorized and directed to execute such Installment Sale Agreement and accept the Corporation Grant Deed for and in the name of the City, in substantially the form hereby approved with such changes therein as :the officers executing thesamemay approve, such approval to be conclusively evi- denced by the execution and delivery thereof. Section 3. Installment,_Purchase A r gme t. That the proposed form of Installment Purchase Agreement presented at this meeting is hereby approved and the Mayor or Mayor :Pro Tem or other appropriate officer and the City Clerk of the City are hereby authorized and directed, for and in the name of the City, to execute such Installment Purchase Agreement and the City Grant Meed (in substantially the form attached thereto as Exhibit A) in: substantially the form hereby approved with such changes therein as the officers executing` the same may approve, such approval to be conclusively evi- denced by the. execution and delivery thereof. Section 4. "gust Agreement. That the proposed form; of Trust Agreement presented at this meeting is hereby approved and the Mayor or Mayor Fro Tem or other appropriate officer and the City Clerk of the City are hereby authorized and directed, for and in the name of the City, to execute such Trust Agreement in substantially the form hereby approved with such changes therein (including any changes necessary or desirable to reflect the fact that the Certificates may be issued as capital appreciation certificates) as the officers executing the same may approve, such approval to be conclu- sively evidenced by the execution and delivery thereof, pro- ti vided that such Trust Agreement shall be consistent with the provisions of Section 7 hereof. Section 5. Appoiptmentt of TX_ustee. That Security Pacific National Bank, Los Angeles, California, is hereby appointed as Trustee under the Trust Agreement for the City, the Corporation and the owners of the Certificates, with the duties and powers of such trustee as are set forth in the Trust Agreement. Section 6. Second Assignment AgLree'_mgnt. That the proposed form of Second Assignment Agreement is hereby approved and the Mayor or Mayor Pro Tom or other appropriate officer and the City Clerk are hereby authorized and directed, for and in the name of the City, to execute such Second Assignment Agreement in substantially the form hereby approved Frith such changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 7. certificate Purchase Agreagent. That the form of Certificate Purchase Agreement presented at this meeting is hereby approved and the Mayor, Mayor Pro Tom, City Manager or other appropriate officer and the City Clerk of the City are hereby authorized to accept, for and in the name of the City, such Certificate Purchase Agreement in substantially the form hereby approved with such changes therein as the officers executing the same may approve, such approval to be conclusively evidenced by the execution and delivery thereof, provided that the principal amount of Certificates to be sold pursuant to the Certificate Purchase Agreement shall not exceed $20,000,000, the final maturity of the Certificates shall not extend beyond December 1. 2025, the interest compo- nent with respect to the Certificates shall not result in a yield greater than ten percent (10.00%) per annum and the Underwriter's discount shall not exceed two percent (2.0%) of the principal amount of Certificates sold. Section 8. Offigial Statement. That the draft of the Preliminary Official Statement relating to the Certifi- cates presented at this meeting is hereby approved with such changes therein as may be approved by the City Manager of the City or his designee, the Mayor, Mayor Pro Tom or any other Councilmember is hereby authorized and directed for and in the name and on behalf of the City to execute the Preliminary official Statement and Final Official Statement (collectively the "Official Statement") and the distribution of such Official Statement in connection with the sale of the Certif i- cates is authorized. The City Manager or his designee, the Mayor, Mayor Pro Tom or any other Councilmember is hereby authorized to deem the Official Statement nearly final within the meaning of Rule 15c2-12 of the Securities Exchange Act of 1934. -3- Section 9. ForN 9f Ceartif gate.. That the form of the Certificates as set forth in the Trust Agreement as pre- sented to this meeting is hereby approved, provided that the Mayor, Mayor Pro Tem, City Manager or other appropriate offs:- cer ffi- cer of the City may approve any changes thereto (including any changes necessary or desirable to reflect the fact that the Certificates may be issued as capital appreciation certifi- cates) , such approval to be evidenced by the execution of the Trust Agreement as aforesaid, and the Trustee is hereby autho- rized and directed, upon order of the City, to execute by man- ual signature such Certificates in the aggregate principal amount set forth hereinabove and all in accordance with the terms and provisions of the Trust Agreement. Section 10. Requisitions. The City Manager, or his designee, is hereby authorized and directed to execute one or more requisitions authorizing Security Pacific National Bank, as Trustee under the Trust Agreement, to pay the costs of issuing the Certificates from the proceeds of the Certificates or moneys contributed by the Corporation pursuant to the Trust Agreement. Section 11. Snecial Cognsgl. The law firm of Best, Best & Krieger is hereby appointed to act as Special Counsel in this financing on the terms set forth in the proposal letter of said firm presented to this meeting and the Mayor, Mayor Pro Tem or City Manager is authorized and directed to execute and cause said proposal letter to be delivered on behalf of the City. Section 12. Other Acts. The officers of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the execution, sale and delivery of the Certif i- cates or otherwise to effectuate the purpose of this Resolu- tion, and such actions previously taken by such officers are hereby ratified and confirmed. Section 13. Effective Date. This Resolution shall take effect upon adoption. ADOPTED this 4th day of December,,,, 1990. _ 3 Maya ra" ci the R lands, Cali. ni2i----'' r. J ATTEST: 01............ City Clerk ofe ,t. City of Redlands, CailVI!nia -4- I LO IE POY ER, City Clerk of the City of Redlands, California, do hereby certify that the foregoing Resolution No. 4722 was regularly introduced and adopted by the CityCouncil of the City of Redlands, California, at a regular meeting thereof held on the 4th day of December, 1990, by the following vote of the City Council: AYES.' Councilmembers Beswick, Larson., Milson; Mayor DeMirjyn NOES.* Councilmember Cunningham ABSENT: Mane ABSTAINED: None and that said resolution has not been amended, superseded or repealed, and is in full force and effect. IN WITNESS WHEREOF, I have hereunto set Amy hand and affixed the official seal of the; City of Redlands, California, this _ 4th day of December 19-Lo. ~ 3 Gi y Clef' of t Ciety Of Redlands". Cali ornia I JRR 19241 - I. LCA ;IE POY E , City Clerk of the City of Redlands, California, do hereby certify that the foregoing Resolution No. 4722 was regularly introduced and adapted by the City Council of the City of Redlands, California,- at regular meeting thereof held can the 4th day of December, 1990, by the following arcate of the city Council AYES: C aunc _lme hers Beswick, Larson, Milson; Mayor DeMirjyn NOES Councilmember Cunningham SENT None ABSTAINED None and that said resolution has not been amended, superseded or repealed, and is in full force and effect. IN WITNESS WHEREOF, I have hereunto set mgr hand and affixed the official seal of the City of Redlands, California, this 21st day of December , 192-02- City 9 9th$City Clerk of the City of Redlands, California JRR19 41 BEST, BEST & KRIEGER A PAATWMHtP INCLUMNO PROVESSTONAL. T F nt) . LAWYERS RS ARTHUR L.U TtLEWORTH' CLARK H.ALSOPJEANNETTE A.PETERSON MOIRA E.UMEMIORI 400 K MSSI{7N SQUARE OLIN E.STEPHEN$* DAVID.J.ERWIN* TERI L.VMIJI =1GLE ELLEN C.SPdELMAN 3750 UNIVERSITY AVENUE WTI L IAM Q.DEWOLFE` MICHAEL J.ANDELSON* BRIAN M.LEWIS GLEN H.WALLACE POST OFFICE BOX 1.428 GAt"TON C.GAUT': DOUGLAS S.PHILLIPS* BRADLEY E,NEUFELO KIRK W.SM H`14 RIVERSIDE,CALIFORNIA:92502` PAUL T.SELZER* ANTONIA GRAPHOS GEOFFREY tt.WILLIS NLMSTA J.PO ELL DALLAS ITOLMES GREGORY K.WILKINSON KANDY LEE.ALLEN JASON D.DASARINNER TELEPHONE(714)686-1450 CHRISTOPHER L,CARPENTER' WYNNE S.FURTH ELISE K.TRAYNUM HAYDN WIINSTON RICHARD C..ANDERSON" DAVID L.BARON WILLIAM IT,OAHL€NG,.JR. DAVID A.PRENTICE TELECOPIERS JOI-W DJ WAHLIN* VIRGINIA A,ETTINGER TERESA J.PRISTOJKOVIC KYLE A..GROW (714)686-3083* 2-461.2 MICHAEL 0.HARRIS* EUGENE TANAKA VICTORIA N.KIND. MARK A.CASTER W CURT E.ALY* BASIL I.CHAPMA.N MATT H.MORRIS DIANE L.FINLEY THOMAS S.SLOVAK* TIMOTHY M,CONNOW JEFFREY V,OUNN MICHELLE L UELLETTE:: OF COUNSEL. JOHN E.BROWN:* VICTOR L.WOLF STEVEN C.:DEBAUN TIMOTHY W SE..SLER JAMES B.CORISON MICHAEL I.RIDD.ELL` DANIEL E.OLIVIER BRANT H,.DVELRLN. PAUL C.ANDERSON P ERCt ITH A.JURY* DANIEL J.McHUGH ERIC L.GARNER. PETER M.SARMACK:. RICHARD A..OSHINS*': MtICHACt,GRANT* MARC E.EMPEY:. DENNIS NL COTA. STEPHEN P,DEITSCH FRANCIS J.BAUM' JOHN R.ROTTSCHAEFER HAROLD W,HOPP RUSSELL J.THOMAS,JR: ANNL T.THOMAS* MARTIN A.MUELLER -JULIE HAYWARD DIGGS O.MARTIN NETHERY* J,MICHAEL.SUMMEROUR RACHELLE.1.NLCOLLE:. "AOsas°7'eETi M ri�E�W zit nevAt : GEORGE M.RYES HOWARD S.GOLDS ROBERT We HARGREAVES WASHINQT 4J DZOm TRT OF 01,-MS WILLIAM W.FLOYD,JR.: MARGARET F.TANAKA JANICE L.WETS MICHAEL A.CRISTE* JEFFERY J.CRA"ALL. CHRISTIAN E.HEARK. RAYMOND REST(IB68.1957) OFFICES IN GREGORY L HARDKE:. SCOTT:C.SMITH. SHADY L.WALKER JAMES H.KRIEGER(197.3-1975) PALM SPRINGS{619)325.7264 ICC NITALL H.M^eVEY JACK.W CLARKE PATRICK:W.PEARCE EUGENE BEST 08'33-3981) RANCHO MIRAGE f619$568-2611.: ^.h P6iti7A'Ca:f`.vA;» Yk'Sry. ONTARIO 07.14)989.8584 November 29, 1990 Ms. Lcrri.e Pay er, City Clerk city of Redlands 0 Cajon street Redlands, CA 92373 City of Redlands Certificates of Participation (Loma Linda: University Medical Center Project) 1990 Series C Dear Lorri:e Please find enclosed the following items to he include in the agenda materials for the City Council's December 4 meeting: Cour covering memorandum; The approving resolution; The legal documents: Installment Sale Agreement Installment Purchase, Agreement 'Frust Agreement Second Assignment Agreement.> The Certificate Purchase Agreement and Preliminary Official Statement will be coming to you from Denis Burke at Kutak Rock & Campbell. If you have any questions or comments, please do not hesitate to call. Very truly yours, n R. Rott sc aeer car Best, Best & Krieger JRR:bmf k BMF 47 ' LAW OFFICES OF BEST, BEST & KRIEGER November 29, 1990 TO Mayor, City Council and City Manager FROM Special Counsel R Loma Linda University Medical Center Project Loma Linda University Medical Center (the "Medical: Center") is requesting the assistance of the City of Redlands in financing its acquisition of Charter Hospital, a90-bed acute, care psychiatric hopspital located in the City of Redlands. This assistance is; to be through a tax-exempt certificate of participation financing. This financing would involve the issuance of approximately $15,000,000 of certificates of participation (the "Certificates") by the City through an installment sale arrangement with the Medical Center. The Certificates would be repaid from, payments made by the Medical Center and would not be repayable from any funds or moneys of the City. Attached- for your consideration is a Resolution which approves the basic legal documents to which the City is a party in connection with this financing (the Installment Sale Agreement, the Installment Purchase Agreement, the 'frust Agreement and the Second Assignment Agreement) . This Resolution appoints Security Pacific National Bank as trustee for this issue,- authorizes the distribution of an Official Statement in substantially the form of the Preliminary Official Statement contained in the materials accompanying this memorandum and approves the execution of a Certificate Purchase Agreement pursuant to which the Certificates would be sold to the Underwriter, Miller & Schroeder financial, Inc. This Resolution authorizes the Mayor, Mayor Pro Tera or City Manager to set the final: terms of the financing, provided that the principal amount of Certificates shall not exceed $20,000,000, the> final maturity of the. Certificates shall not extend beyond December 1, 2025, the maximum interest rate on the Certificates shall not result in a yield that exceeds 10 percent per annum and theUnderwriter's discount shall not exceed 2 percent of the principal amount of Certificates sold. This Resolution also hires our firm as Special Counsel. In the event that the City wishes to proceed with this financing, we could_ recommend adoption of the attached Resolution. Glen R. Stephens John R. Rottschaefer til JRR19194 1 t C,AW L ;a..ILF 14 L}ti f"{kt_LdtiilLl.. RN,,4kCA;'St}..�'_t ldrFfi)23.: (314)984-8tuij { 11} 1-i1S944 3722,37-13 h 1600 e call me after the docLment has been sign ed e Cit, Council seg I can arrange to have it Up and delivered to the Lam Linda City it for signature; YOU-. Giuliano, Secretary t ern F. Ziprick "0 THE ,DEEDF TRUST ;', Y AGREEMENT Dated as of January '15, 1991 ' By and Between , LOMA1,INLA UNIVERSITY MEDICAL AL CENTER, SE CURITY PACIFIC NATIONAL BAND, TRUSTEE THE CITE U ' LOMA LINDA, CALIFORNIA, NATIONAL AUSTRALIA BANK,, LIMITED ACTING THROUGH ITS NEW YORK BRANCH, , THE CITE` GE RE LAN S, CALIFORNIA and I" IBAN , NA„ 1991-1 AMENDMENT; TO THE DEED OF TRUST AND SECURITY AGREEMENT f THIS 1991-1 AMENDMENT TO THE DEED OF TRUST AND SECURITY AGREEMENT (this 111991-1 Deed of Trust Amendment") is made and entered into as of January 15, 1991 by and between LOMA LINDA UNIVERSITY MEDICAL CENTER, a nonprofit religious corporation duly incorporated and in good standing under and by virtue of the laws of the State of California (the "Corporation" ) as trustor, whose address is P. 0 . Box 2000, Loma Linda , California 92350, SECURITY PACIFIC NATIONAL BANK, a national banking association (the "Trustee") as trustee, whose principal office is located at 333 South Beaudry Avenue, Los Angeles, California 90017 , and the CITY OF LOMA LINDA, California, a municipal corporation and charter city organized and existing under the laws of the State of California (the "City" ) , whose address is City Hall, 11128 Anderson Street, Loma Linda, California 92354 , NATIONAL AUSTRALIA BANK, LIMITED, acting through its New York Bank, an Australian banking association ("Australia Bank") , whose address is 34th Floor , Pan Am Building, 200 Park Avenue, New York, New York 10166, the City of Redlands , California, a municipal corporation organized and existing under the laws of the State of California whose address is 212 Brookside Avenue, Redlands, California ("Redlands") , and CITIBANK, N.A. , a national banking association (the "Bank" ) , whose address is c/o Citicorp North America, Inc. , Citicorp Plaza, 725 South Figueroa Street , Los Angeles, California 90017, as beneficiary (the City, Australia Bank, Redlands and the Bank are referred to collectively herein as the "Beneficiary" ) . R E C I T A L S: A. Pursuant to the Project Agreement (as hereinafter defined) , the City has issued certain revenue bonds more particularly described in these recitals to reimburse the Corporation for capital expenditures, to provide working capital , to fund certain reserves and to pay the expenses of authorizing and issuing such revenue bonds . As used herein, the term "Project Agreement" shall mean that certain Project Agreement by and between the City and the Corporation dated as of December 1, 1982 (the "Original Agreement") , as amended and supplemented by that certain First Amendment to the Project Agreement dated as of August 1, 1.954 (the "First Amendment" ) , that certain Second Amendment to the Project Agreement dated as of April 1, 1985 (the "Second Amendment") , that certain Third Amendment to the project Agreement dated as of July 1, 1985 (the "Third Amendment") , that certain Fourth Amendment to the Project Agreement dated as of October 1, 1985 (the "Fourth Amendment" ) , that certain Fifth Amendment to the Project Agreement dated as of October 1, 1985 (the "Fifth Amendment" ) , that certain Sixth Amendment to the Project Agreement dated as of December 1, 1985 the "Sixth Amendment") , that certain Seventh Amendment to the Project Agreement dated as of February 1 , 1989 (the "Seventh Amendment" ) , that certain Eighth Amendment to the Project Agreement dated as of July 1 , 1989 , and that certain Ninth Amendment to the Project Agreement dated as of December 1, 1990 . B. In 1982 the City issued $7, 500, 000 in aggregate principal amount of its Hospital Revenue Bonds (Loma Linda University Medical Center Project) Series 1982 (the "Series 1982 Bonds" ) for the Corporation. C. In connection with the issuance of the Series 1982 Bonds and as security for the Series 1982 Bonds the Corporation conveyed all its interest in certain mortgaged premises (including, without limitation, all right, title and interest of the Corporation in and to the real property more particularly described in Part I of Exhibit A attached hereto) to the Trustee pursuant to a Deed of Trust and Security Agreement dated as of December 1, 1982 (the "1982 Deed of Trust") and recorded in the Official Records of San Bernardino County, California (the "Official Records") on December 29, 1982 as Instrument No . 82-259574 . The 1982 Deed of Trust, as amended and supplemented by that certain Fi e Deed of Trust and Security Agreement dated 4 and recorded in, the Official, Records on Auc Instrument No . 84--201858 , that certain Sec Deed of Trust and Security Agreement dated and recorded in the Official Records on Apr Instrument No. 85-086148, that certain Thir Deed of Trust and Security Agreement dated and recorded in the Official Records on Aug shlly-ub-4-41 z"V Instrument No . 85-197895 , that certain Fourth Amendment to the Deed of Trust and Security Agreement dated as : of October 1, 1985 and recorded in the official Records on October 10 , 1985 as Instrument No. 85-250825, that certain Fifth Amendment to the Deed of Trust and Security Agreement dated as of October 1, 1.985 and recorded in the Official Records on October 10, 1985, as Instrument No. 85-250829 , that certain Sixth Amendment to the Deed of Trust and Security Agreement dated as of December 1, 1985 and recorded in the Official Records on December 27, 1985 as Instrument No . 85-329833 , that certain Seventh Amendment to the Deed of Trust and Security Agreement dated as of February 1, 1.989 and recorded in the Official Records on February 23 , 1989 as Instrument No . 89-062775 , that certain 1989-11 Amendment to the Deed of Trust and Security Agreement dated as of March 1, 1989 and recorded in the Official Records on March 31, 1989 as Instrument No. 89-114116, that certain Eighth Amendment to the Deed of Trust dated as of July 1, 1989 and recorded in the Official Records on August 9, 1989 as Instrument No . 89-289286, and that certain Ninth Amendment to the Deed of Trust dated as of December 1 , 1990 and recorded in the Official Records on December 31, 1990 as Instrument No. 90-910695 , is referred to herein as the "Deed of Trust. " 3409u/2017/073 -2- D. In connection with the issuance of the Series 1982 Bonds the City entered into that certain Indenture of Trust dated as of December 1, 1982 with the Trustee (the "Original Indenture" ) . The Original Indenture, as amended by those certain supplements more particularly described in these recitals, is referred to herein as the "Indenture. " E. In 1984 the City issued $26 , 735,000 in aggregate principal amount of its Hospital Revenue Bonds (Loma Linda University Medical Center Project) Series 1984-A (the "Series 1984-A Bonds") for the Corporation as "Additional Bonds" under the Indenture in order to provide for the refunding of certain revenue bonds issued in 1981 in the aggregate principal amount of $27, 500, 000 . F. in connection with the issuance of the Series 1984-A Bonds, the City entered into the First Amendment with the Corporation and a First Supplemental Indenture of Trust with the Trustee dated as of August 1, 1.984 (the "First Supplemental Indenture" ) and the City acquired a secured note of the Corporation in the principal amount of $26, 735,000 (the "Series 1984-A Note" ) . G. In connection with the issuance of the Series 1984-A Bonds , the Corporation entered into that certain Reimbursement Agreement dated as of August 1, 1984 with Minneapolis Bank (the "Series 1984-A Reimbursement Agreement") and executed that certain Deed of Trust and Security Agreement dated as of August 1 , 1984, to the Trustee as trustee, in favor of First National Bank of Minneapolis, a national banking association ("Minneapolis Bank") as beneficiary, and recorded in the Official Records on August 23 , 1984 as instrument No. 84-201860 . The obligations of the Corporation under the Series 1984-A Reimbursement Agreement constitute "Alternative Indebtedness" within the meaning of the Indenture. The Series 1984-A Reimbursement Agreement and the obligations secured by the above-referenced Deed of Trust were replaced effective March 31, 1989,, by that certain Reimbursement Agreement dated as of March 1, 1989 with Citibank, N.A. (the "Substitute 1984-A Reimbursement Agreement") which obligation also constitutes Alternative Indebtedness within the meaning of the Indenture and is secured by that certain 1989-11 Amendment to the Deed of Trust dated as of March 1, 1989 (the "1989-11 Amendment") . H. In 1985 the City issued $12, 0701000 in aggregate principal amount of its Hospital Revenue Bonds Loma Linda University Medical Center Project) Series 1985-A (the "Series 1985-A Bonds") for the Corporation as "Additional Bonds" under the Indenture in order to provide funds for the construction of a new northeast wing as an addition to the Existing Facility (as defined in the Project Agreement) . 3409u/2017/073 -3- I-. In connection with the issuance of the Series 1985-A Bands, the City entered into the Second Amendment with the Corporation and a Second Supplemental_ Indenture of Trust With the Trustee dated as of April 1, 1985 (the "Second Supplemental Indenture") and the City acquired a secured note of the Corporation in the principal amount of $12 , 070, 000 (the "Series 1985-A Note" . J. In connection With the issuance of the Series 1985-A Binds, the Corporation entered into that certain Reimbursement Agreement dated as of April 1, 1985 with Minneapolis Bank (the "Series 1985--A Reimbursement Agreement") and executed that certain Deed of Trust and Security Agreement dated as of April 1, 1985, to the. Trustee as trustee, in favor of Minneapolis Bank as beneficiary, and recorded in the Official. Records on April. 1 , 1985 as Instrument. No . 85-086150 . The obligations of the Corporation under the Serres 1985-A Reimbursement Agreement constitute "Alternative Indebtedness" within the meaning of the Indenture. The Series 1985-A Reimbursement Agreement and the obligations secured by the above-referenced Deed of Trust were replaced effective March 31, 1989 by that certain Reimbursement Agreement dated as of March 1, 1989 with Citibank, I .A. (the "Substitute Series 1985-A Reimbursement Agreement") , which obligation also constitutes Alternative Indebtedness within the meaning of the Indenture and is secured by the 1989-3 Amendment K. In 1985 the City issued $40,430,000 in aggregate principal: amount of its Hospital Revenue Bonds (Lora Linda University Medical Center project)' Series 1985--8 (the *"Series 1.985-B Bonds") for the Corporation as "Additional Bonds" under the Indenture in order to provide funds for refunding of the Series 1984-A Bons and the Series 1.985-A Bonds . L. In connection with the issuance of the Series 1985<-B Bonds, the City entered into the Third Amendment with the Corporation and a Third Supplemental indenture of Trust with the Trustee dated as of July 1, 1985 (the "Third Supplemental Indenture") and the City acquired a secured note of the Corporation in the principal amount of $40,430, 000 (the "Series 1985- Note") . M. In 1985 the City issued $60, OOG,000 in aggregate principal amount of its Hospital Revenue Bonds (Lora .Linda University Medical Center' 'Project) Series 198.5-C (the "`Series 1985-C Bonds") for the Corporation a '"Additional Bonds" under the Indenture in order to provide financing for a portion of the cost of the construction of certain improvements to and the expansion of the Existing Facility` and the acquisition of certain equipment . t 1' 3409u/2017/073 -4- N In connection with the issuance of the Series 1985-C Bondsl the City entered into the Fourth Amendment with the Corporation and a Fourth Supplemental Indenture f Frust with the Trustee dated as of October 1, 1985 (the "Fourth Supplement Indenture") and the City acquired a secured note of the Corporation in the principal amount of $60,000, 00 (the "Series 1:985--C Note" . In 1985 the City issued $20, 000, 000 in aggregate principal amount of its Hospital Revenue Brands (Lorna Linda University Medical Center Project) Series :1985- (the "Series 1.985-D Bonds") for the Corporation as "Additional Bonds"" under the Indenture in order to provide financing for a portion of the cost of the construction of certain improvements to and the expansion of the Existing Facility and the acquisition of certain equipment . P. In connection with the issuance of the Series 1985-U Bonds , the City entered into the Fifth Amendment with the Corporation and a Fifth Supplemental Indenture of Trust with the Trustee dated as of October 1, 1985 (the "Fifth Supplemental Indenture" ) and the City acquired a secured note of the Corporation in the principal amount of $20,000,000 (the "Series 1985-D Rote" ) . Q. In connection with the issuance of the Series 1985-C Bonds and the Series 1985-D Bonds, the Corporation entered into that certain Reimbursement Agreement dated as of October 1, 1985 with Australia Bank (the "Series 1985-C/U Reimbursement Agreement") and executed that certain Deed of "Trust and Security Agreement datedas of October I,, 1985, to the Trustee as trustee, in favor of Australia Bank as beneficiary, and recorded in the Official Records on October 10, 1985 ;as Instrument No. 85-250880 . The obligations of the Corporation under the Series 1985-CII Reimbursement; Agreement constitute "Alternative Indebtedness" within the meaning of the Indenture-. R. In 1985 the City issued $85, 910,000 in aggregate principal amount of its Hospital Revenue Bonds (Loma Linda University .Medical Center Project) Series 1985-- (the "Series 1985-E Bonds") for the Corporation as "Additional Bonds" under the Indenture in order to provide for refunding of the Series 1:985--C Bonds and the Series 1985-D Bonds. S. In connection with the issuance sof the Series 1985E Bonds, the City entered into the Sixth Amendment with the Corporation and a Sixth Supplemental Indenture of Trust with the Trustee dated as of December 1: , 1985 (the "Sixth Supplemental: Indenture") and the City acquired a secured note of the Corporation in the principal amount of $85, 910, 000 (the "Series 1.985-E Note") 3409u/2017/073 -5 T. In February 1989, the City issued $14 , 545, 000 in aggregate principal amount of its Hospital Revenue Bonds (Loma Linda University Medical Center Project) Series 1989-A (the "Series 1989-A Bonds" ) for the Corporation as "Additional Bonds" under the Indenture in order to acquire a secured promissory note of the Corporation in a principal amount equal to the principal amount of the Series 1989-A Bonds , the net proceeds of which are to be used to finance improvements to, and expansion of the Corporation ' s Existing Facility and to fund the costs and expenses of issuing the 1989-A Bonds . U. In connection with the issuance of the Series 1989-A Bonds, the City entered into the Seventh Amendment with the Corporation and a Seventh Supplemental Indenture of Trust with the Trustee dated as of February 1, 1989 (the "Seventh Supplemental Indenture" ) and the City acquired a secured note of the Corporation in the principal amount of $14, 545 , 000 (the "Series 1989-A Note" ) . V. In connection with the issuance of the Series 1989-A Bonds , the Bank issued an irrevocable letter of credit pursuant to that certain Letter of Credit and Reimbursement Agreement dated as of February 1, 1989 between the Corporation and the Bank (the "1989-A Reimbursement Agreement" ) and executed that certain Seventh Amendment to the Deed of Trust dated as of February 1, 1989 to the Trustee, in favor of the Beneficiary and the Minneapolis Bank to secure all obligations under the Bonds and the Alternative Indebtedness described therein. The obligations of the Corporation under the 1989-A Reimbursement Agreement constitute "Alternative Indebtedness" within the meaning of the Indenture . W. In July 1989, the City issued $121 , 870, 000 in aggregate principal amount of its Hospital Revenue Refunding Bonds (Loma Linda University Medical Center Project) Series 1989-B (the "Series 1989-B Bonds") for the Corporation as "Additional Bonds" under the Indenture in order to acquire a secured promissory note of the Corporation in a principal amount equal to the principal amount of the Series 1989-B Bonds, the net proceeds of which were to be used to defease the Series 1982 Bonds, to crossover refund the Series 1985-B Bonds and the Series 1985-E Bonds and to fund a portion of the costs and expenses of issuing the Series 1989-B Bonds . X. In connection with the issuance of the Series 1989-B Bonds, the City entered into the Eighth Amendment with the Corporation and an Eighth Supplemental Indenture of Trust with the Trustee dated as of July 1, 1989 (the "Eighth Supplemental Indenture" ) and the City acquired a secured note of the Corporation in the principal amount of $121, 870, 000 (the "Series 1989-B Note" ) . 3409u/2017/073 -6- Y. In December, 1990, the City issued $18, 745,000 in aggregate principal amount of its Hospital Revenue Refunding Bonds (Loma Linda University Medical Project) Series 1990-A (the "Series 1990-A Bonds" ) and $74 , 300, 000 in aggregate principal amount of its Hospital Revenue Bonds (Loma Linda University Medical Center Project) Series 1990-B (the "Series 1990-B Bonds" ) for the Corporation as "Additional Bonds" under the Indenture in order to acquire a secured promissory note of the Corporation in a principal amount equal to the principal amount of the Series 1990-A Bonds and Series 1990-B Bonds, the net proceeds of which are to be used in the case of the Series 1990-A Bonds to acquire the Community Hospital and defease the Community Hospital Bonds and in the case of the Series 1990-B Bonds to acquire certain Additional Facilities and, in each case, to fund a portion of the costs and expenses of issuing the Series 1990-A Bonds and Series 1990-B Bonds, respectively. Z . Concurrently with the issuance of the Series 1990-A Bonds and the Series 1990-B Bonds, Redlands provided for the execution and delivery by the Trustee of $14 , 475,000 principal amount of Certificates of Participation (Loma Linda University Medical Center Project) Series 1990-C ( referred to herein for convenience of reference as the "Series 1990-C Bonds" ) , evidencing an undivided interest in payments of Redlands pursuant to that certain Installment Sale Agreement dated as of December 1, 1990 between Redlands and the Trustee (the "Series 1990-C Installment Sale Agreement") , and the Corporation in turn has executed that certain Installment Purchase Agreement dated as of December 1, 1990 by and between the Corporation and Redlands (the "Series 1990-C Installment Purchase Agreement") and executed the Ninth Deed of Trust amendment to secure all obligations of the Corporation under the Bonds, and the Alternative Indebtedness described herein. The obligations of the Corporation under the Series 1990-C Installment Purchase Agreement constitute "Alternative Indebtedness" within the meaning of the Indenture. AA. In connection with the issuance of the Series 1990-A Bonds and the Series 1990-B Bonds and as security for the Series 1990-A Bonds, the Series 1990-B Bonds and the Series 1990-C Bonds, the Corporation, in the Ninth Deed of Trust Amendment, conveyed all its interest in the Mortgaged Premises (as defined in the Deed of Trust) and in the real property described in Part II and Part III of Exhibit A attached thereto (the "Additional Premises" ) to the Trustee in order that the holders of the Series 1984-A Bonds, the Series 1985-A Bonds, the Series 1985-B Bonds, the Series 1985-C Bonds, the Series 1985-D Bonds, the Series 1985-E Bonds, the Series 1989-A Bonds , the Series 1989-B Bonds, the Series 1990-A Bonds, the Series 1990-B Bonds, the Series 1990-C Bonds, any "Additional Bonds" (as defined in the Indenture) , "Additional 3409u/2017/073 -7- Notes" (as defined in the Indenture) and "Alternative Indebtedness" (as defined in the Indenture, including , without limitation, the obligations of the Corporation under the Substitute Series 1984-A Reimbursement Agreement , the Substitute Series 1985-A Reimbursement Agreement, the Series 1985-C/D Reimbursement Agreement, the Series 1989 - Reimbursement Agreement and the Series 1990-C Installment Purchase Agreement) would share in all security equally and ratably. BB. Pursuant to the Series 1990-C Installment Purchase Agreement, the Corporation will be acquiring that certain hospital facility located at 1710 Barton Road in the City of Redlands with the proceeds of the Series 1990-C Bonds, and by this 1991-1 Deed of Trust Amendment the Corporation shall convey as additional collateral all its interest in the real property described in Part IV of Exhibit A hereto (the "Additional Premises" ) to the Trustee in order that the holders of the Series 1984-A Bonds , the Series 1985-A Bonds, the Series 1985-B Bonds, the Series 1985-C Bonds, the Series 1985-D Bonds, the Series 1985-E Bonds , the Series 1989-A Bonds , the Series 1989-B Bonds, the Series 1990-A Bonds, the Series 1990-B Bonds , the Series 1990-C Bonds , any "Additional Bonds" (as defined in the Indenture) , "Additional Notes" (as defined in the Indenture) and "Alternative Indebtedness" (as defined in the Indenture, including, without limitation, the obligations of the Corporation under the Substitute Series 1984- Reimbursement Agreement , the Substitute Series 1985-A Reimbursement Agreement, the Series 1985-C/D Reimbursement Agreement, the Series 1989-A Reimbursement Agreement and the Series 1990-C Installment Purchase Agreement) will share in all security equally and ratably. NOW, THEREFORE, with reference to and in consideration of the foregoing recitals , and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Corporation hereby reconfirms and carries forward the lien and security interests granted by the Deed of Trust, and (i) irrevocably grants, transfers and assigns to the Trustee, in trust, with power of sale, for the benefit and security of Beneficiary, under and subject to the terms of the Deed of Trust , as amended hereby, the Mortgaged Premises and the Additional Premises , 00 irrevocably grants to the Trustee, in trust, for the benefit and security of Beneficiary, under and subject to the terms of the Deed of Trust , as amended hereby, a security interest in the Gross Receivables (as defined in the Deed of Trust) of the Corporation, and (iii) the parties hereby supplement and amend the Deed of Trust further as follows : 3409u/2017/073 ARTICLE I AMENDMENT OF DEED OF TRUST Section 1 . 01 . Amendment of Schedule A. Schedule A attached to the Deed of Trust is hereby amended to add the page(s) attached hereto as Part IV of Exhibit A (the "Additional Premises" ) . As used in the Deed of Trust , the terms the "Land" and the "Mortgaged Premises" shall henceforth include the Additional Premises for all purposes set forth therein. This Deed of Trust and Security Agreement is also a fixture filing financing statement to be filed in the real estate records and contains after-acquired property provisions . ARTICLE II MISCELLANEOUS Section 2 . 01 . Applicability of the Deed of Trust . Except as otherwise provided in this 1991-1 Deed of Trust Amendment, the provisions of the Deed of Trust, as previously amended (which provisions are incorporated herein by this reference and made a part hereof) are hereby ratified, approved and confirmed. This 1991-1 Deed of Trust Amendment shall be construed as having been authorized, executed and delivered pursuant to Section 25 of the Deed of Trust and in accordance with the Indenture. Section 2 .02 . Counterparts . This 1991-1 Deed of Trust Amendment may be executed in any number of counterparts, each of which shall be an original and all of which when taken together shall constitute a single document . 3409u/2017/073 -9- IN WITNESS WHEREOF, the undersigned have caused this 1991-1 Deed of Trust Amendment to be executed as of the date first above written. (SEAL) LOMA LINDA UNIVERSITY MEDICAL CENTER By: Its Its; "TRUSTEE" SECURITY PACIFIC NATIONAL BAND, as Trustee> By. Its : Authorized Officer "CITY" THE CITY OF LOMA LINDA, CALIFORNIA By. Its : Mayer ATTEST City Clem " DLANDS" CITY OF REIN NDS ALIFORNIA By: .� Its YO TEST: Cit Cele 09u/2017/07 -10- CERTIFICATE OF ACCEPTANCE` (California Government Code. 27281) 1991-1 Amendment to Deed of Trust and Security Agreement This is to certify that the interest in real property, if any, conveyed or assigned by the foregoing 1991-1 Amendment to Deed of Trust and Security Agreement dated as of January 1 1991 from Loma Linda University Medical Center to the City of Lerma Linda, a chartered city and municipal corporation of the State of California ("Issuer" ) is hereby accepted by the undersigned officer on behalf of the Issuer pursuant t authority conferred by resolution of Issuer adopted on December 18, 1999, and Issuer consents to the recordation. thereof by the undersigned as the duly authorized officer of; the Issuer. Dated : January ®, 1991 CITY of LOMA LINDA By: Robert R. Mitchell Its : City Manager 3409u/2017/073ll CERTIFICATE OF ACCEPTANCE (California Government Code 27281_) 1991-I Amendment to Deed of Trust and Security Agreement This is to certify that the interest in real property, if any, conveyed or assigned by the foregoing 1991-I Amendment to Deed of Trust and Security Agreement dated as of January 1-, 1991 from Lara Linda University Medical Center to the City of Redlands, a chartered city and municipal corporation of the State of California ("Issuer") is hereby accepted by the undersigned officer on behalf of the Issuer pursuant to authority conferred by resolution of Issuer adopted on December 4-, 1990, and Issuer consents to the recordation thereof by the undersigned as of the duly authorized officer of the Issuer,. Gated January 15 , 1991 CITY OF REDLANDS By: Its ' City Manager 3409u/2017/073 -12- CORPORATE ACKNOWLEDGEMENT STATE OF CALIFORNIA } } ss . COUNTY OF SAN BERNARDINO ) On this day of January, in the year 1991, before me personally personally appeared and personally mown to me or proved to me on the basis of satisfactory evidence to be the person who executed the within instrument as , and , respectively of LOMA LINDA UNIVERSITY MEDICAL CENTER, a nonprofit religious corporation, and acknowledged to me that said corporation executed the same. WITNESS my hand and official seal . (SEAL) 3409u120171073 -13- TRUSTEE ACKNOWLEDGEMENT STATE OF CALIFORNIA ) ss . COUNTY OF SAN BERNARDINO On this day of January, in the year 1991, before me personally personally appeared (proved to me on the basis of satisfactory evidence to be the person who executed the within instrument an authorized officer of the Security Pacific National Bank and acknowledged to me that Security Pacific National Bank executed it . WITNESS my hand and official seal . (SEAL) 3409u/2017/073 -14- ACKNOWLEDGMENT OF CITY STATE OF CALIFORNIA ) SS. COUNTY OF SAN BERNARDINO) On this day of January, 1991, before me, the undersigned notary public, personally appeared and . personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons who executed this instrument as Mayor and City Clerk of the City of Loma Linda and acknowledged to me that the City executed it . WITNESS my hand and official seal . Notary Public 3409u/2017/073 -15- ACKNOWLEDGMENT OF CITY STATE OF CALIFORNIA ) SS. COUNTY OF SAN BERNARDINO) On this h day of January, 1991, before me, the undersigned notary public, personally appeared Charles G. Del.r 'yn and Lorrige P y�er A personally known to me or proved to me on the basin of satisfactory evidence) to be the persons who executed this instrument as mayor and City Clerk of the City of Redlands and acknowledged to me that the City executed it . WITNESS y hand and official seal. u_ Notary Public 0 TICAL SEAL pgph$$, 8ory(SANDCOuNTy ` SAN BERN RDIMy Commiss 1 xf 3409u/2017/07 -16-