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60 of 1978 - A resolution confirming the sale by Salt Lake City, Utah, of its $11,000,000.00 Hospital Revenue Bon NOTICE NOTICE OF THE AGENDA OF A REGULAR MEETING SEROOAIONSS BOARD SALT LAKE CITY,UTAH,TO BE HELD THURSDAY,AUGUST 10,1978. PUBLIC NOTICE IS HEREBY GIVEN o7 Me f011ow- Ina agenda eta rpular meeting of the Board of Commissioners of Salt Lake City.Utah.to be held In Roam 301 City and Ctyh.10con0ngaatiUtamncin 10:00 a.m.on August 10,1970. RESOLUTION A RESOLUTION confirming the ts{b Salt Lake alof Its iy00,000 Hospital Rev- enue Bad,SerIM 1978(Holy Cross Hospital Protect); S0ecilvin o and Rung the Inter- est rates,maturities and price of sate m suds Bads;authoriz- ing the execution and delivery of e Bond Purchase Agmern rlt � and Official afatnent Mating to such Bands;revealing all ordinances,resolulbs or por- Han Mantel In ce nflkd with the Proclaims hereof;and ralalad matters. DATED 7.197a HI. MILD ED V. GHAM Clay Recorder Published August a,197a IB-201 R4 Y August 10, 1978 ?,cnorable Jennings Phillips, Jr. Commissioner of Public Affairs and Finance 211 City and County Building Salt Lake City, Utah Dear Commissioner Phillips: The Board of City Commissioners, at its meeting today, passed Resolution No. 60 of 1978, confirming the sale by Salt Lake City, Utah of$11,000,000 Hospital Revenue Bonds, Series 1978, for the Holy Cross Hospital. Yours truly, • 74:41411 "Of• City Recorder me CC: Auditor : --Files ,+ N. ROLL CALL 1Salt Lake City,Utah, August 10 1978 VOTING Aye Nay Mr.Chairman . Agraz Greener Phillips , Result 1/ ,,,„„‘ , j (---,./A/ //cs„, , , _ , (Signature) Passed by the Board of Co4missioner5 of Salt Lake City,Utah, _ �..,i ' City Recorder —/ ayor Salt Lake City, Utah August 10 , 1978 The Board of Commissioners of Salt Lake City, Salt Lake County, Utah, met in regular public session at its regular meeting place in Room 301, in the City and County Building in Salt Lake City, Utah, at10:00 o'clock A.M. on the 10th day of August, 1978, with Ted L. Wilson, Mayor, presiding. At the direction of the Mayor, the roll of the board was called with the following result: Ted L. Wilson, Mayor Jess A. Agraz, Commissioner Glen N. Greener Commissioner Thomas L. Hall, Commissioner Jennings Phillips, Jr., Commissioner Absent: (:1,FN N GRFFNFR Cnmmiccinnar Also present were Mildred V. Higham, City Recorder, and Roger F. Cutler, City Attorney. After the meeting had been duly called to order and the minutes of the preceding meeting read and approved, the City Recorder presented to the board an affidavit evidencing the giving of not less than twenty-four (24) hours public notice of the agenda, date, time and place of the August 10 , 1978 meeting in compliance with the requirements of Section 52-4-6(2), Utah Code Annotated, 1953, as amended, by (1) posting written notice of the meeting at the principal office of the board and (2) providing notice to at least one newspaper of general circulation w2thin the geographic jurisdiction of Salt Lake City, Utah, or to a local media correspondent. The affidavit was ordered recorded in the minutes of the meeting and is as follows: � t NOTICE OF REGULAR MEETING OF THE BOARD OP COMMISSIONERS OF SALT LAKE CITY, UTAH PUBLIC NOTICE is hereby given that the Board of Commissioners of Salt Lake City, Utah, will hold a regular public meeting in Room 301 City and County Building, Salt Lake City, Utah, commencing at 10:00 o'clock a.m., on Thursday, August 10, 1978 • The Agenda for the meeting consists of the following: ROLL CALL. RESOLUTION A RESOLUTION confirming the sale by Salt Lake City, Utah of its $11,000,000 Hospital Revenue Bonds, Series 1978 (Holy Cross Hospital Project); specifying and fixing the interest rates, maturities and price of sale of such bonds; authorizing the execution and delivery of a Bond Purchase Agreement and Official Statom,,' - ,..Qm utions � r -2- IN WITNESS WHEREOF, I have hereunto subscribed my official signature and impressed hereon the official seal of Salt Lake City, Salt Lake County, Utah, this 10th day of August, 1978. City Recorder, Salt J.a e City, Salt Lake County, ah [AFFIX SEAL HERE] -4- EXHIBIT A [Attach Notice of Public Meeting] NOTICE NOTICE OF THE AGENDA OF A REGULAR MEETING COMMIS- SIONERSOF THE OF FDSALTF AKE CITY,UTAH,TO BE HELD THURSDAY.AUGUST 10,197S. PUBLIC NOTICE IS HEREBY GIVEN of the follow- ing agenda of a regular meeting of f o It Board of NI,IM be held In Room 301 City and County Building, Salt Lake City, a.m.on"August 10 10 970.M RESOLUTION A RESOLUTION rDMkminp the sale by Salt Lake Clty,Utah of its 511A00A00 Hospital Rev- enuesBonCrosHds,SpKles I197B(Holai y sPecitykng and fixing the inter- est rates,maturities and prit of sale of such Bands;authoriz- ing the execution and delivery as BMWs'Agrosment and d.Bo d relating or ordinances, Bands;owns or Pc,- None therm}Mnconnfilo?or provisions hereof;and related mtDATE.D 1,1 970 HI. MILDRED V. GHAM City Recorder Published August B.1973(13-001 After the conduct of other business, the Mayor then announced that one purpose of the meeting was to be the considera- tion and adoption of a resolution confirming the sale of $11,000,000 Hospital Revenue Bonds, Series 1978 (Holy Cross Hospital Project) of the City, and the execution of various documents in connection therewith. Thereupon the following resolution was introduced in written form by Mayor Ted L. Wilson , was read in full, and pursuant to motion made by Commissioner Jennings Phillips,Jr, and seconded by Commissioner Thomas L. Hall , was adopted by the following vote: Aye: TED L. WILSON, MAYOR JENNINGS PHILLIPS, JR., COMMISSIONER THOMAS L. HALL, COMMISSIONER JESS A. AGRAZ, COMMISSIONER Nay: The resolution was thereupon signed by the Mayor of said City, was attested by the City Recorder and recorded by her in the official book of minutes of said City, and is as follows: RESOLUTION A RESOLUTION confirming the sale by Salt Lake City, Utah of its $11,000,000 Hospital Revenue Bonds, Series 1978 (Holy Cross Hospital Project); specifying and fixing the interest rates, maturities and price of sale of such Bonds; authorizing the execution and delivery of a Bond Purchase Agreement and Official Statement relating to such Bonds; repealing all ordinances, resolutions or portions thereof in conflict with the provisions hereof; and related matters. -6- * * * * WHEREAS, Salt Lake City, Salt Lake County, Utah (the "City") by resolution duly adopted by its Board of Commissioners on July 20, 1978 authorized the issuance of its $11,000,000 Hospital Revenue Bonds, Series 1978 (Holy Cross Hospital Project) (the "Bonds") for the purpose of providing funds to (i) acquire a leashold estate in certain hospital facilities and real estate owned by Holy Cross Hospital of Salt Lake City (the "Hospital") and (ii) acquire and construct additional capital improvements to said hospital facilities, which resolution directed that the Bonds be sold pursuant to a resolution to be thereafter adopted by this Board of Commissioners; and WHEREAS this Board of Commissioners desires to adopt such a resolution: to confirm the sale of the Bonds to Ziegler Securities, Inc. (the "Purchaser"); to specify and fix the interest rates, maturities and sale price of the Bonds; to authorize the execution and delivery of a Bond Purchase Agreement dated the date hereof (the "Bond Purchase Agreement") between the City, the Pur- chaser and the Hospital and an Official Statement dated the date hereof (the "Official Statement") of the City and the Hospital relating to the Bonds; and to authorize certain related matters; NOW, THEREFORE, Be It Resolved by the Board of Commissioners of Salt Lake City, Salt Lake City, Utah, as follows: Section 1. That the sale of the Bonds to the Purchaser at a price of $10,697,500 plus accrued interest from June 1, 1978 to the date of delivery pursuant to a Bond Purchase Agreement in substantially the form attached hereto as Exhibit A is hereby approved and confirmed, and the Mayor and City Recorder are hereby authorized and directed to execute and deliver the Bond Purchase Agreement. -7- • Section 2. That the Bonds shall bear interest at the rates, shall be payable at the places, mature on the dates and in the principal amounts and be redeemable prior to maturity in the principal amounts presently set forth in such form of Bond Purchase Agreement and as otherwise specified in the Trust Inden- ture authorized by the resolution heretofore adopted by this Board of Commissioners and referred to above and that the Trustee under such Trust Indenture be the Trustee presently named in such form of Bond Purchase Agreement. Section 3. That the Mayor and City Recorder of the City are hereby authorized and directed to execute and deliver (i) the documents contemplated to be executed and delivered by the City and filed with such Trustee pursuant to Section 206 of such Trust Indenture and (ii) an Official Statement relating to the Bonds in substantially the form attached hereto as Exhibit B. Section 4. That the provisions of this resolution are hereby declared to be separable and if any section, phrase or provision shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases and provisions. Section 5. That all ordinances, resolutions and regula- tions or parts thereof heretofore adopted or passed which are in conflict with any of the provisions of this resolution are, to the extent of such conflict, hereby repealed. Section 6. That this resolution be and the same is hereby declared effective immediately upon its passage and approval. Passed this 10th day of August , 1978. Approved thisl0th day of A , 1978. Attest: Mayor City Recorde -8- • (Other business not pertinent to the above appears . in the minutes.) Pursuant to motion duly made and carried, the meeting was adjourned. cal / Mayor Attest: 4/67-e;44.t. City Recor er -9- BOND PURCHASE AGREEMENT August 8, 1978 Salt Lake City, Utah City and County Building Salt Lake City, Utah 84102 Holy Cross Hospital of Salt Lake City 1045 East First South Street Salt Lake City, Utah 84102 Re: SALT LAKE CITY, UTAH $11,000,000 aggregate princial amount of Hospital Revenue Bonds, Series 1978 (Holy Cross Hospital Project) Gentlemen: The Underwriter hereby proposes to purchase all of the Bonds from the Issuer and to make a public offering of the Bonds, subject to the acceptance of this proposal by the Issuer on or before 5:00 o'clock P.M., local time then prevailing in Salt Lake City, Utah, on August 10,1978, and by the Hospital, on or before 5:00 o'clock P.M., local time then prevailing in Salt Lake City, Utah, on August 10,1978; and subject to the following provisions. Section 1. Definitions. The following terms shall have the following meanings in this Agreement unless another meaning is plainly intended: (a) "Accountants" means Ernst & Ernst, Salt Lake City, Utah, independent certified public accountants; (b) "Act" means the Utah Industrial Facilities Development Act, as amended, Section 11-17-1 et seq. , Utah Code Annotated. (c) "Agreement" means this Bond Purchase Agree- ment by and among the Underwriter, the Issuer and the Hospital; (d) "Bond Counsel" means Chapman and Cutler, Chicago, Illinois; (e) "Bonds" mean the $11,000,000 principal amount of Hospital Revenue Bonds, Series 1978 (Holy Cross Hospital Project), of Salt Lake City, Utah, dated June 1, 1978. The Bonds shall be issued under and secured as provided in the Indenture and shall have the maturi- ties and interest rates and be subject to Mandatory Redemption Requirements as set forth below: EXHIBIT A Maturities of Serial Bonds Due Principal Interest June 1 Amount Rates 1980 $130,000 5.00% 1981 135,000 5.15% 1982 145,000 5.30% 1983 150,000 5.45% 1984 160,000 5.60% 1985 170,000 5.75% 1986 180,000 5.90% 1987 190,000 6.00% 1988 200,000 6.15% 1989 215,000 6.30% 1990 230,000 6.40% 1991 245,000 6.50% 1992 260,000 6.60% 1993 275,000 6.70% 1994 295,000 6.80% 1995 315,000 6.90% 1996 335,000 7.00% 1997 360,000 7.00% -2- Mandatory Redemption Requirements for Term Bonds maturing June 1, 2009 Due Principal Interest June 1 Amount Rate 1998 $385,000 7.35% 1999 410,000 7.357 2000 445,000 7.357. 2001 475,000 7.357 2002 510,000 7.35% 2003 550,000 7.35% 2004 590,000 7.35% 2005 630,000 7.35% 2006 675,000 7.35% 2007 725,000 7.357 2008 780,000 7.35% 2009 835,000 7.35/ (f) "Closing" refers to the transaction at which the Bonds are delivered by the Issuer to the Underwriter, and paid for by the Underwriter, pursuant to this Agreement; (g) "Closing Documents" mean the documents de- scribed in Section 10 hereof and required to be deli- vered to the Underwriter at the Closing; (h) "Code" means the Internal Revenue Code of 1954, as amended, and the regulations thereunder; (i) "Comfort Letter" means a letter from Ernst & Ernst, Salt Lake City, Utah, to the Board of Trustees of the Hospital and the Underwriter, in form and content satisfactory to the Underwriter, dated not earlier than five business days prior to the date of Closing, in substantially the form set forth in Exhibit A attached hereto. (j) "Governing Body" means the Board of Commis- sioners of the Issuer, or the Board of Trustees of the Hospital, or the successor to the powers of either such body, as the context requires; (k) "Ground Lease" means that certain Ground Lease dated as of June 1, 1978, by and between the Hospital, as ground lessor, to the Issuer, as ground lessee. (1) "Guaranty" means that certain Guaranty and Security Agreement dated as of June 1, 1978, by and between the Hospital and the Trustee. -3- • (m) "Hospital" means Holy Cross Hospital of Salt Lake City, Utah, a Utah not for profit corporation; (n) "Hospital's Counsel" means Ray, Ouinney, & Nebeker, Salt Lake City, Utah; (o) "Indenture" means that certain Indenture and Deed of Trust dated as of June 1, 1978, from the Issuer to the Trustee; (p) "Issuer" means Salt Lake City, Utah, a politi- cal subdivision of the State of Utah; (q) "Issuer's Counsel" means Roger F. Cutler, Esq. , Salt Lake City, Utah; (r) "Lease" means that certain Lease dated as of June 1, 1978, by and between the Issuer, as lessor, and the Hospital, as lessee. (s) "Official Statement" means the Official Statement of the Issuer and the Hospital, with respect to the Bonds, substantially in the form of the Prelimin- ary Official Statement dated July 31, 1978, including the cover page, Exhibit I attached thereto, and all supplements or amendments thereto, with such changes as shall be approved by the Underwriter, the Issuer and the Hospital; (t) "Project" means the improvements and additions to the Hospital Facility to be financed with the proceeds of the Series 1978 Bonds; (u) "Trustee" means Zions First National Bank, Salt Lake City, Utah; (v) "Underwriter" means the undersigned, Ziegler Securities, Inc., Suite 702 - The Tower, Rolling Meadows, Illinois 60008, acting for and on behalf of itself and B. C. Ziegler and Company, West Bend, Wisconsin, and any other securities dealers as Ziegler Securities, Inc. may designate in writing; (w) "Underwriter's Counsel" means Borge and Pitt, Chicago, Illinois. Section 2. Purchase Price. Upon the terms and con- ditions and upon the basis of the representations herein set forth, the Underwriter shall purchase and the issuer shall sell all, but not less than all, of the Bonds at an aggregate purchase price of $10;697,500 (which is equal to $11,000,000 minus the Underwriter's discount of 2.75% of the principal amount of the Bonds) plus accrued interest at the respective coupon rates from June 1, 1978 to the date of Closing. Section 3. Good Faith Deposit. The Underwriter has delivered to the Issuer, with this proposal, as security for the performance by the Underwriter of its obligations to accept delivery of and pay for the Bonds at the Closing in accordance with the provisions hereof its check, payable to the order of the Issuer, in the amount of $110,000.00. Should the Underwriter fail to take up and pay for the Bonds promptly in accordance with this Agreement upon tender of the Bonds and all of the Closing Documents by the Issuer, the good faith check may be retained and cashed by the Issuer as full liquidated damages to the Issuer and the Hospital. The good faith check shall be held uncashed until the delivery of the Bonds or forfeiture by the Underwriter, but concurrently with the delivery of and payment for the Bonds at the Closing the good faith check shall be returned to the Under- writer. In the event of the termination of this Agreement by the Underwriter pursuant to the provisions of Section 11 hereof, the good faith check shall be immediately returned to the Underwriter. Section 4. Representations of Issuer. The Issuer represents to the Underwriter that: (a) the statements and information contained in the Official Statement, insofar as they relate to the Issuer, are true and complete in all material respects, and the Official Statement does not omit any statement or information with respect to the Issuer which is necessary to make the statements and information therein, in light of the circumstances under which they are made, not misleading in any material respect, provided, however, that the Issuer makes no representations and expresses no opinion on the financial state- ments and other financial and statistical data included in the Official Statement; (b) when delivered to and paid for by the Underwriter at the Closing in accordance with the provisions of this Agreement, the Bonds will have been duly authorized, exe- cuted, authenticated, issued and delivered and will constitute valid and binding obligations of the Issuer of the character referred to in the Official Statement, in conformity with, and entitled to the benefit and security of, the Indenture; (c) the Issuer is empowered and has been duly authorized to execute and deliver the Ground Lease, the Lease, the Indenture and this Agreement; (d) the execution and delivery of the Ground Lease, the Lease, the Indenture and this Agreement and compliance with the provisions thereof, under the circumstances contemplated herein and therein, will not in any material respect conflict with or constitute on the part of the Issuer a breach of or default under any agreement or other instrument to which the Issuer is a party, or any existing law, administrative regu- lation, court order or consent decree to which the Issuer is subject; (e) the execution and delivery of the Official Statement have been duly authorized by the Issuer; and (f) there is no controversy or litigation of any nature pending or, to the best of the knowledge of the undersigned Mayor and City Recorder, threatened restraining or enjoining the issuance, sale, execution or delivery of the Bonds, or in any way contesting or affecting the validity of the Bonds or any proceedings of the Issuer taken -5- with respect to the issuance or sale thereof, or the pledge or application of any money or security provided for the payment of the Bonds or the existence or powers of the Issuer. Section 5. Representations of Hospital. The Hospital represents to the Underwriter that: (a) the statements and information contained in the Official Statement, insofar as they relate to the Hospital, are true and complete in all material respects, and the Official Statement does not omit any statement or information with respect to the Hospital which is necessary to make the statements and information therein, in light of the circumstances under which they are made, not misleading in any material respect; (b) the Official Statement does not omit any information with respect to the business, properties and affairs of the Hospital which might in a material respect adversely or unfavorably affect the transactions contemplated by the Official Statement; (c) the Hospital is a duly incorporated Utah not for profit corporation and an organization described in Section 501(c)(3) of the Code, and exempt from federal income taxation under Section 501(a) of the Code; (d) the Hospital is empowered and has been duly authorized to execute and deliver the Ground Lease, the Lease, the Guaranty and this Agreement; (e) the execu- tion and delivery of the Ground Lease, the Lease, the Guaranty and this Agreement, and compliance with the provisions thereof, under the circumstances contemplated herein and therein, will not in any material respect conflict with or constitute on the part of the Hospital a breach of or default under any agreement or other instrument to which the Hospital is a party, or any exist- ing law, administrative regulation, court order or consent decree to which the Hospital is subject; (f) the execution and delivery of the Official Statement have been duly authorized by the Hospi- tal; and (g) there is no action, suit, litigation, proceeding, inquiry or investigation at law or in equity or by or before any judicial or administrative court, agency, body or other entity, pending or, to the best of the knowledge of the undersigned President and Secretary, threatened against the Hospital or any of its properties, or any basis therefor, wherein an unfavorable decision, ruling or finding (1) would adversely affect the valid- ity or enforceability of the Ground Lease, the this Agreement, (2) might result in any materially adverse change in the business, properties, assets, liabilities or condition (financial or other) of the Hospital, (3) would otherwise adversely affect the ability of the Hospital to comply with its obligations under the Ground Lease, the Lease, the Guaranty or this Agreement, or adversely affect the transactions contemplated by the Official Statement or (4) would exceed the amount of the Hospital's malpractice liabi- lity insurance described in the Official Statement under the heading "BONDHOLDERS' RISKS - Malpractice insurance." Section 6. Representation of Underwriter. The Under- writer represents to and covenants with the Issuer and the Hospi- tal that the Bonds will be offered and sold by the Underwriter in accordance with applicable state and federal laws. -6- Section 7. Official Statement. The Issuer and the Hospital shall deliver to the Underwriter on or before August 30, 1978, three copies of the Official Statement executed on behalf of the Issuer and on behalf of the Hospital by their duly author- ized.officers. The Issuer and the Hospital agree that the Offi- cial Statement (including the audited financial statements of the Hospital included therein), and copies of the Ground Lease, the Lease, the Guaranty and the Indenture may be used by the Under- writer in the public offering of the Bonds; and that they will cooperate with the Underwriter if the Underwriter decides to register or confirm the exemption from registration for the Bonds under the securities acts of any states and will furnish the Underwriter with copies of resolutions, applications, reports, consents to service of process and other documents, certified as appropriate, as shall be necessary in the reasonable judgment of Underwriter's Counsel to effect such registration or confirmation of exemption from registration. Section 8. Comfort Letter. The Hospital will cause the Comfort Letter to be delivered to the Underwriter no later than the last regular business day of the Underwriter prior to the date of Closing. Section 9. Closing, Delivery and Payment. The Closing shall be held at 9:00 o'clock A.M., August 30, 1978, or on a date which shall be mutually agreeable to the Trustee and the parties hereto after the 30-day no contest period with respect to the Bonds specified in Section 11-17-16 of the Act has expired, whichever is later. The Closing shall be held at the offices of Chapman and Cutler, Chicago, Illinois, or at such other place as shall be mutually agreeable to the Trustee and the parties hereto. At the Closing the Underwriter will accept delivery of the Bonds from the Issuer, and will make payment therefor as provided herein in immediately available funds upon tender of the Bonds to the Underwriter by the Issuer, and delivery to the Underwriter of all of the Closing Documents. Section 10. Closing Documents. The Closing Documents shall consist of the following, each properly executed, certified or otherwise verified, and in such form, as may be satisfactory to Bond Counsel, the Underwriter, and Underwriter's Counsel including, but not limited to, the matters hereinafter set forth: (a) the Ground Lease; (b) the Lease; (c) the Indenture; (d) the Guaranty; (e) the Issuer's closing certificate confirming as of the date of Closing (i) the representations made by the Issuer herein; (ii) the application of the proceeds of the -7- sale of the Bonds as described in the Indenture; and (iii) the adoption and present effectiveness of all resolutions of its Board of Commissioners considered necessary, in the opinion of Bond Counsel, in connec- tion with the transactions comtemplated hereby, to- gether with copies of said resolutions certified by the Issuer's City Recorder; (f) the Hospital's closing certificate confirming as of the date of Closing (i) the representations made by the Hospital herein; (ii) the application of the proceeds of the sale of the Bonds as described in the Indenture; and (iii) the adoption and present effective- ness of all resolutions of the Hospital considered necessary, in the opinion of Bond Counsel, in connection with the transactions contemplated hereby, together with copies of said resolutions certified by the Hospital's Secretary; (g) the Hospital's articles of incorporation and a good standing certificate certified by the Secretary of State of Utah and a copy of the Hospital's By-Laws certified by its Secretary; (h) the unqualified approving opinion of Bond Counsel in substantially the form set forth in Exhibit B attached hereto; (i) an opinion of Hospital's Counsel in substan- tially the form set forth in Exhibit C attached hereto; (j) an opinion of Issuer's Counsel in substan- tially the form set forth in Exhibit D attached hereto; (k) an ALTA mortgagee's title insurance policy payable to the Trustee in the amount of not less than $11,000,000, conforming to the requirements set forth in Section 206(d) of the Indenture; (1) a copy of all historical financial statements included in the Official Statement, together with the report issued in connection therewith, manually signed by the Accountants issuing such report, and the Accoun- tants' written consent to the use of their report in the Official Statement and to the references to their firm under the heading "Experts" therein; (m) evidence satisfactory to Bond Counsel and Underwriter's Counsel that the Hospital is an organi- zation described in Section 501(c)(3) of the Code; (n) a Certification and Opinion of Counsel (said Opinion to be rendered by Bond Counsel), pursuant to the requirements of Section 103(c) of the Code; -8- (o) copies of any and all documents required by the provisions of the Lease and the Indenture to be obtained or furnished by the Hospital and the Issuer at or prior to the Closing including, especially, but not limited to, the certificates, written statements, certified resolutions, executed documents, opinions, requests and authorizations described in Section 206 of the Indenture; (p) a copy of any permits or licenses which the Hospital is required to have in order to operate a hospital, including approvals of state health planning authorities referred to in Section 1122 of the Social Security Act with respect to the items comprising the Project, certified by the Secretary of the Hospital; and (q) such additional legal opinions, certificates, instruments and other documents as the Underwriter, Underwriter's Counsel, or Bond Counsel may reasonably request to evidence: compliance by the Issuer and the Hospital with legal requirements; the truth and accuracy, as of the date of Closing, of the respective representa- tions contained herein and in the Official Statement; and the due performance or satisfaction by them of all agreements to be performed by them and all conditions to be satisfied by them at or prior to the Closing. Section 11. Termination by Underwriter. This Agree- ment may be terminated in writing by the Underwriter if any of the following shall occur: (i) this Agreement shall not have been accepted by the Issuer and the Hospital within the time herein provided; (ii) the signed Official Statement and the Comfort Letter shall not have been provided within the time required by this Agreement; (iii) the Bonds and all of the Closing Documents shall not have been delivered to the Under- writer as of 12:00 o'clock, noon, on the date of Closing; (iv) legislation shall be enacted, or actively considered for enact- ment, or a court decision announced, or a ruling, regulation or decision by or on behalf of a governmental agency having juris- diction of the subject matter shall be made, to the effect that the revenues or other income of the general character to be derived by the Issuer or by any similar body, or interest on obligations of the general character of the Bonds shall not be exempt from federal income taxes, or that securities of the general character of the Bonds shall not be exempt from regis- tration under the Securities Act of 1933, or that the Indenture shall not be exempt from qualification under the Trust Indenture Act of 1939; (v) there shall exist any event or circumstance which, in the opinion of the Underwriter, either makes untrue or incorrect in a material respect any statement or information contained in the Official Statement, or is not reflected in the Official Statement but should be reflected therein in order to make the statements and information contained therein not mis- -9- • leading in a material respect; (vi) there shall have occurred any outbreak of hostilities or other national or international calam- ity or crisis, the effect of such outbreak, calamity or crisis on the financial markets of the United States of America being such as, in the opinion of the Underwriter, would make it impracticable for the Underwriter to sell the Bonds; (vii) there shall be in force a general suspension of trading on the New York Stock Exchange, or minimum or maximum prices for trading on the New York Stock Exchange shall have been fixed and be in force; (viii) in the judgment of the Underwriter the market price of the Bonds, or the market price generally of obligations of the general character of the Bonds, might be adversely affected because: (a) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange, or (b) the New York Stock Exchange or other national securities exchange, or any govermental authority, shall impose, as to the Bonds or similar obligations, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, underwriters; or (ix) a general banking moratorium shall have been declared by either federal, Illinois, New York or Utah authorities having jurisdiction, and shall be in force. Section 12. Termination by Issuer. This Agreement may be terminated in writing by the Issuer inthe event that the Underwriter shall fail to accept delivery of the Bonds on the Closing date upon tender thereof to the Underwriter by the Issuer, and delivery to the Underwriter of all of the Closing Documents, provided, however, that the provisions of Section 3 hereof (relat- ing to liquidated damages), Section 14 hereof (relating to the payment of expenses) and Section 17 hereof (relating to indemnifi- cation) shall continue to be in full force and effect notwith- standing termination by the Issuer pursuant to this Section 12 or termination by the Underwriter pursuant to Section 11 hereof. Section 13. Changes Affecting the Official Statement After the Closing. After the Closing, and so long as the Under- writer or any participating dealer shall be offering Bonds which constitute the whole or a part of their unsold participations, the Issuer will not adopt any amendment of or supplement to the Official Statement except with the written consent of the Under- writer and the Hospital; and if any event relating to or affecting the Issuer or the Hospital shall occur the result of which shall make it necesssary, in the opinion of the Underwriter or Under- writer's Counsel, to amend or supplement the Official Statement in order to make it not misleading in the light of the circum- stances existing at that time, the Hospital on behalf of the Issuer (at the Hospital's sole expense) shall forthwith prepare and furnish to the Underwriter a reasonable number of copies of an amendment of or supplement to the Official Statement in form and substance satisfactory to the Underwriter, so that it then will not contain an untrue statement of a material fact or omit -10- • to state a material fact necessary to make the statements therein, in the light of the circumstances existing at that time, not misleading. Prior to the distribution of such amendment or supplement, the Issuer shall authorize such distribution, which authorization shall not be unreasonably withheld. Section 14. Expenses. Except as hereinafter specifi- cally provided, all expenses and costs of the Hospital and the Issuer incident to the performance of their obligations in con- nection with the authorization, issuance and sale of the Bonds, including fees of accountants, consultants, Hospital's Counsel, Bond Counsel, the Trustee and rating agencies, the expenses of recording and title insurance and the expenses of printing the Bonds and the Official Statement shall be paid by the Hospital from the proceeds of the Bonds or otherwise. The fees and expenses in connection with the registration of the Bonds for "blue sky" purposes, the fees and expenses of Underwriter's Counsel, the Underwriter's travel expenses, and the Underwriter's expenses for advertising the Bonds for sale shall be paid by the Underwriter. Section 15. Notices. Any notice or other communica- tion to be given to the Issuer and the Hospital under this Agree- ment may be given by delivering the same in writing to their respective addresses set forth above; and any such notice or other communication to be given to the Underwriter may be given by delivering the same in writing to the Underwriter at Suite 702 - The Tower, Rolling Meadows, Illinois 60008. Section 16. Parties and Interests; Hospital's Under- takings; Survival of Representations. This Agreement is made solely for the benefit of the Issuer, the Hospital, and the Underwriter, including the successors and assigns of the Under- writer, and no other person, partnership, association or corpor- ation shall acquire or have any rights hereunder or by virtue hereof. All representations and agreements by the Issuer and the Hospital in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter, and shall survive the delivery of and payment for the Bonds. Section 17. Indemnification. The Hospital agrees to indemnify and hold harmless the Issuer and Underwriter, and any person who controls the Underwriter within the meaning of the Securities Act of 1933, against any and all losses, claims, damages and liabilities arising out of any statement or infor- mation contained in the Official Statement relating to the Hos- pital, its properties and revenues that is untrue in any material respect, or the omission therefrom of any information which should be contained therein which is necessary to make the state- ments therein, in the light of the circumstances under which they are made, not misleading in any material respect and to the extent of the aggregate amount paid in settlement of any litiga- tion commenced or threatened arising from a claim based upon any such untrue statement or omission if such settlement is effected -11- with the written consent of the Hospital. In case any claim shall be made or action brought against the Issuer or the Under- writer or any controlling person (as aforesaid) based upon the Official Statement, in respect of which indemnity may be sought against the Hospital, the Issuer or the Underwriter, as the case may be, shall promptly notify the Hospital in writing setting forth the particulars of such claim or action and the Hospital shall assume the defense thereof including the retaining of counsel and the payment of all expenses. The Issuer and the Underwriter or any such controlling person shall have the right to retain separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the party retaining such counsel unless the retaining of such counsel has been specifically author- ized by the Hospital. Section 18. Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invali- date or render unenforceable any other provision hereof. ZIEGLER SECURITIES, INC. By Richard J. Brashler, Jr. Vice President Accepted by SALT LAKE CITY, UTAH, n August 10, 1978 (SEAL) Te L. Wilson, Mayor ATTEST: Mildred V. Higham, City Recorder Accepted by HOLY CROSS HOSPITAL OF SALT LAKE CITY on August 8, 1978 By Joseph Rosenblatt, President (SEAL) ATTEST: Sister Joanne Upjohn, C.S.C., Secretary Exhibit A Holy Cross Hospital of Salt Lake City Salt Lake City, Utah and Ziegler Securities, Inc. Rolling Meadows, Illinois Dear Sirs: We have examined the balance sheets of Holy Cross Hospital of Salt Lake City as of May 31, 1978 and 1977, and the related statements of revenue and expenses, fund balances and changes in financial position of un- restricted funds for the five years then ended, included in the Official Statement for $11,000,000 Salt Lake City, Utah Hospital Revenue Bonds Series 1978 (Holy Cross Hospital Project); our opinion with respect thereto is also included in such Official Statement. Such Official Statement, dated August 8, 1978, is herein referred to as the "Official Statement". In connection with the Official Statement: 1. We are independent accountants with respect to the Hospital within the meaning of generally accepted auditing standards and the Code of Professional Ethics of the American Institute of Certified Public Accountants. 2. We have not examined any financial statements of the Hospital as of any date or for any period subsequent to May 31, 1978. Although we have made an examination for the year ended May 31, 1978, the purpose (and therefore the scope) of such examination was to enable us to express our opinion on the financial statements as of May 31, 1978, and for the year then ended but not on the financial statements for any inters_ period within such year. Therefore, we are unable to and do not express any opinion on the financial position, results of operations, changes in fund balances or changes in financial position of unrestricted funds as of any date or for any period subsequent to May 31, 1978. • IsP4,14,1 ::114:1"1 17 lit -2- 3. For purposes of this letter, we have read the minutes of meetings of the Board of Trustees, Finance Committee and Executive Committee of the Hospital for the period from May 31, 1978, through August , 1978, as set forth in the minute books at August 28, 1978, officials of the Hospital having advised us that the minutes of all such meetings through that date were set forth therein, and have carried out other procedures to August , 1978, (our work did not extend to the period from August 26, 1978 to August 30, 1978, inclusive), as follows: a. With respect to the period from June 1, 1978 to July 31, 1978, we have: 1) read the unaudited financial statements of the Hos- pital for the two months ended July 31, 1977 and 1978 furnished us by the Hospital, attached hereto as Exhibit A, officials of the Hospital having advised us that no such financial statements as of any date or for any period subsequent to July 31, 1978, were available, and 2) made inquiries of certain officials of the Hospital who have the responsibility for financial and . accounting matters whether the unaudited financial statements referred to under a(1) above are stated on a basis substantially consistent with that of the audited financial statements included in the Official Statement. The foregoing procedures do not constitute an examination made in accordance with generally accepted auditing standards. Also, they would not necessarily reveal matters of significance with respect to the comments in the following paragraph. Accordingly, we make no representations as to the sufficiency of the foregoing procedures for your purposes. 4. Nothing came to our attention as a result of the foregoing procedures, however, that caused us to believe that: a) At July 31, 1978, there was any change in the indebtedness of the Hospital other than as occasioned by repayments of such indebtedness, or any decrease in the fund balance, as compared with the amounts shown in the May 31, 1978, audited balance sheet included in the Official Statement; or . ip 3:I ��L • -3- b) For the period from June 1, 1978 to July 31, 1978, there were any decreases, as compared with the corresponding period in the preceding year, in the Net Income Available for Debt Service of the Hospital (as defined in the Official Statement) or the fund balances: except in all instances for changes which the Official State- ment discloses have occurred or may occur. 5. As mentioned under 3(b), Hospital officials have advised us that no statements as of any date or for any period subsequent to July 31, 1978, are available; accordingly, the procedures carried out by us with respect to changes in financial statement items after July 31, 1978, have, of necessity, been even more limited than those with respect to the periods referred to in 3. We have made inquiries of certain officials of the Hospital who have responsibility for financial and accounting matters as to whether (i) there was any change at August 28, 1978, in the indebtedness of the Hospital other than as occasioned by repayments of such indebtedness, or any decrease in the fund balances, as compared with the amounts at May 31, 1978, or (ii) for the period from June 1, 1978 to August 28, 1978, there were any decreases, as compared with the corresponding period in the preceding year, in the Net Income Available for Debt Service of the Hospital (as defined in the Official Statement) or the fund balance. On the basis of these inquiries and our of the minutes as described in 3, nothing came to our attention that caused us to believe that there was any such change or decrease, except in all instances for changes which the Official Statement discloses have occurred or may occur. This letter is solely for the information of, and assistance to, the underwriters, in connection with the offering of securities covered by the Official Statement, and is not to be used, circulated, quoted or otherwise referred to, for any other purpose, including but not limited to the purchase or sale of securities, nor is it to be filed with or referred to in whole,or in part in the Official Statement or any other document, except that reference may be made to it in the underwriting agreement or in any list of closing documents pertaining to the offering of securities covered by the Official Statement. Very truly yours, ERNST fi ERNST • Exhibit B [Letterhead of Chapman and Cutler] [Dated the date of Closing] Ziegler Securities, Inc. , acting for and on behalf of itself and the other underwriters designated pursuant to the Bond Purchase Agreement dated August 8, 1978 Re: $11,000,000 Hospital Revenue Bonds, Series 1978 (Holy Cross Hospital Project) of Salt Lake City, Utah Gentlemen: We have acted as bond counsel in connection with the issuance and sale by Salt Lake City, Utah, a political subdivision of the State of Utah (the "City") , of the Bonds referred to in the caption hereof (the "Bonds") , issued under that certain Trust Indenture dated as of June 1, 1978 (the "Indenture") between the City and [Name of Trustee] , as Trustee (the "Trustee") . The Bonds are payable solely out of the rents and other sums to be derived from the leasing of certain health care faci- lities by the City to Holy Cross Hospital of Salt Lake City, a Utah not for profit corporation (the "Hospital") , pursuant to that certain Ground Lease dated as of June 1, 1978 (the "Ground Lease") and that certain Lease dated as of June 1, 1978 (the "Lease") , each between the City and the Hospital, and are guaranteed by the Hospital pursuant to that certain Guaranty and Security Agreement dated as of June 1, 1978 (the "Guaranty") between the Hospital and the Trustee. The Bonds are being issued for the purpose of enabling the City to acquire'a leasehold interest in certain hospital facilities of the Hospital at a price sufficient to retire certain long term indebtedness of the Hospital incurred to finance such facilities and also for the purpose of financing additional capital improvements thereto, and are being sold to you pursuant to that certain Bond Purchase Agreement dated August 8, 1978 (the "Bond Purchase Agreement") among you, the Hospital and the City. In connection therewith the Hospital and the City have issued an Official Statement dated the date hereof (the "Official Statement") pertaining to the Bonds. • As such bond counsel we have examined the following: (a) A certified copy of the proceedings of the City authorizing, among other things, the execution and delivery of the Indenture, the Ground Lease, the Lease, the Bond Purchase Agreement and the Official Statement and the issuance and sale of the Bonds; (b) Certified copies of the Articles of Incor- poration and the By-Laws of the Hospital; (c) A Certificate of the Secretary of State of Utah relative to the good standing of the Hospital; (d) A certified copy of the corporate proceedings of the Board of Trustees and Members of the Hospital authorizing, among other things, the execution and de- livery of the Lease, the Ground Lease, the Guaranty, the Bond Purchase Agreement and the Official Statement; (e) Executed counterparts of the Indenture, the Lease, the Ground Lease, the Guaranty, the Bond Pur- chase Agreement and the Official Statement; (f) Executed Bond numbered 1; (g) The opinion of Roger F. Cutler, Esa. , counsel for the City; (h) The opinion of Messrs. Ray, Quinney & Nebeker, counsel for the Hospital; (i) A leasehold title insurance policy or commitment therefor, issued by Fidelity National Title Insurance Company; and (j) Such other documents and showings and related matters of law as we have deemed necessary in order to enable us to render this opinion. Based upon the foregoing and in reliance upon the matters referred to• in the last paragraph of this opinion, we are of the opinion that: 1. The City is a political subdivision of the State of Utah with full power and authority to enter into, execute and deliver the Indenture, the Ground Lease, the Lease, the Bond Purchase Agreement and the Official Statement and to issue and sell the Eonds. 2. The Hospital is a not for profit corporation duly organized, validly existing and in good standing under the laws -2- of the State of Utah and has full power and authority to enter into, execute and deliver the Ground Lease, the Lease, the Guaranty, the Bond Purchase Agreement and the Official Statement. 3. The Indenture, the Ground Lease, the Lease, the Guaranty and the Bond Purchase Agreement have been duly authorized by all necessary action on the part of the City and the Hospital, have been duly executed and delivered by authorized officers of the City, the Hospital and the Trustee, respectively, and constitute the legal, valid and binding obligations of the respective parties thereto in accordance with their respective terms, except to the extent limited by bankruptcy, reorganization or other similar laws affecting the enforcement of creditors' rights generally. 4. The Official Statement has been duly authorized, executed and delivered by the Hospital and the City. S. The Bonds have been duly authorized by all necessary action on the part of the City, have been duly executed by auth- orized officers of the City, authenticated by the Trustee and issued by the City and constitute the legal, valid and binding special obligations of the City in accordance with their terms, except as limited by bankruptcy, reorganization or other similar laws affecting the enforcement of creditors' rights generally, and are entitled to the benefit and security of the Indenture. 6. Under existing laws, including current rulings and official interpretations of law by the United States Internal Revenue Service, interest on the Bonds is excludable from the gross income of the recipients threof for federal income tax purposes. 7. Interest on the Bonds is not subject to taxation under the Utah Individual Income Tax Act of 1973 and the Bonds are exempt from all ad valorem taxes of the State of Utah. 8. The Hospital has good title to the real estate specifically described in the Ground Lease, free of all liens, charges and encumbrances except such as are permitted thereby, and the Ground Lease, the Lease and the Indenture have been duly recorded in the Office of the County Recorder of Salt Lake County, Utah. 9. The information contained in the Official Statement under the headings entitled "Definitions of Certain Terms," "The Series 1978 Bonds," "Summary of Principal Instruments" and "Tax Exemption" is an accurate statement or summary of the matters set forth therein and fairly presents the information purported to be shown. -3- • 10. Nothing has come to our attention which would lead us to believe that the Official Statement contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the state- ments therein, in light of the circumstances in which they were made, not misleading. 11. The Indenture, the Bonds, the Ground Lease, the Lease and the Guaranty conform to the summaries of the terms and provisions thereof contained in the Official Statement. 12. The Bonds constitute exempt securities within the meaning of Section 3(a) (2) of the Securities Act of 1933, as amended, and Section 304(a) (4) of the Trust Indenture Act of 1939, as amended, respectively; and it is not necessary in con- nection with the sale of the Bonds to the public to register the Bonds or the obligations of the Hospital contained in the Lease or the Guaranty under the Securities Act of 1933, as amended, or to qualify the Indenture under the Trust Indenture Act of 1939, as amended. 13. The facts, estimates and circumstances set forth in the Arbitrage Certificate of the City being delivered to you in connection with your purchase of the Bonds are sufficient to satisfy the criteria which are necessary under Section 103(c) of the Internal Revenue Code of 1954, as amended, and the regula- tions issued and proposed thereunder to support the conclusion that the Bonds are not "arbitrage bonds", and no matters have come to our attention which make such representations unreasonable or incorrect. In rendering this opinion we have relied upon (i) the opinion of Messrs. Ray, Quinney & Nebeker, counsel for the Hospital, referred to in paragraph (h) above with respect to all matters re- lating to the title of the Hospital to the real estate specifically described in the Ground Lease and the Lease and the description thereof in the Ground Lease and the Lease and the location of the hospital facilities of the Hospital thereon and (ii) an affidavit of an officer of the Hospital as to all matters which are not required to appear of record in order to he effective against bona fide purchasers or mortgagees without notice and as to judgments and tax liens. We have further relied on the opinion of counsel for the Hospital as to all matters relating to the organization and incorporation of the Hospital and the power and authority of the Hospital to conduct its health care activities as now being conducted. In rendering this opinion we express no opinion on the financial statements and the other financial and statistical data included in the Official Statement. Respectfully submitted, C.R. Foltz:bd -4- Exhibit C (Letterhead of Ray, Quinney & Nebeker, Salt Lake City, Utah) (Dated the date of Closing) Holy Cross Hospital of Salt Chapman and Cutler Lake City ill West Monore Street 1045 East First South Street Chicago, Illinois 60603 Salt Lake City, Utah 84102 Ziegler Securities, Inc. Borge and Pitt The Tower - Suite 702 120 South LaSalle Street Rolling Meadows, Illinois 60008 Chicago, Illinois 60603 Gentlemen: We have acted as counsel for Holy Cross Hospital of Salt Lake City, a Utah not for profit corporation (the "Hospital"), in connection with the issuance by Salt Lake City, Utah (the "City") of its $11,000,000 principal amount of Hospital Revenue Bonds, Series 1978 (Holy Cross Hospital Project) dated June 1, 1978 (the "Bonds") pursuant to a Trust Indenture and Indenture of Mortgage dated as of June 1, 1978, by and between the City and Zions First National Bank, Salt Lake City, Utah, as Trustee (the "Trustee"). In this connection, we have examined the following: 1. The Articles of Incorporation of the Hospital and all amendments thereto. 2. The By-Laws of the Hospital and all amendments thereto. 3. Certified copies of the resolutions of the Board of Trustees of the Hospital and of the Members of the Hospital authorizing the execution and delivery of: a. A Ground Lease dated as of June 1, 1978 (the "Ground Lease"), by and between the Hospital, as lessor, and the City, as lessee; b. A Lease dated as of June 1, 1978 (the "Lease"), by and between the City, as lessor, and the Hospital, as lessee; c. A Guaranty and Security Agreement dated as of June 1, 1978 (the "Guaranty"), by and between the Hospital and the Trustee; d. A Bond Purchase Agreement dated August 8, 1978 (the "Bond Purchase Agreement") by and between the City and Ziegler Securities, Inc., as Managing Underwriter, and approved by the Hospital; and • e. The Official Statement dated August 8, 1978 with respect to the Bonds (the "Official Statement"). 4. Executed counterparts of the Ground Lease, the Lease, the Guaranty, the Bond Purchase Agreement and the Official Statement. 5. Such other documents and related matters of law as in our judgment are necessary or advisable in the giving of this opinion. Based upon the foregoing, we are of the opinion that: 1. The Hospital is a not for profit corporation, duly organized, validly existing and in good standing under the laws of the State of Utah, its jurisdiction of incorporation and organization and the only jurisdiction in which the nature of its business or the character of its properties require such qualification. The Hospital has all the necessary power and authority to conduct the business now being conducted by it and as contemplated by the Lease and the Official Statement and to enter into the Ground Lease, the Lease, the Guaranty and the Bond Purchase Agreement. 2. The Ground Lease, the Lease, the Guaranty and the Bond Purchase Agreement have each been duly authorized, executed and delivered by the Hospital and constitute legal, valid and binding obligations enforceable against the Hospital in accordance with their respective terms, except to the extent that the enforceability thereof may be limited by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights. 3. The execution, delivery and performance by the Hospital of the Ground Lease, the Lease, the Guaranty and the Bond Purchase Agreement will not violate any applicable Federal or State of Utah statute or any applicable judgment, order or regulation of any court or any public or governmental agency or authority of the Federal Government or the State of Utah and will not violate, conflict with or result in the breach of any of the provisions, terms and conditions of or constitute a default under, the Articles of Incorporation or By-Laws of the Hospital, and all amendments thereto, or any indenture, mortgage, deed of trust, lien, lease, contract, order, judgment, ordinance, regulation or other agree- ment or instrument to which the Hospital is a party or by which it or its properties are bound. 4. The Hospital has obtained all approvals, consents, authorizations or other orders of all municipal, State or Federal regulatory authorities required for the consummation of the transactions contemplated by the Ground Lease, the Lease, the Guaranty and the Bond Purchase Agreement. 5. The Hospital is duly licensed and qualified to operate and maintain the Hospital Facility and the Project (as those terms are defined in the Lease). 6. The Hospital is a nonprofit corporation, no part of the net earnings of which inure to the benefit of any private shareholder or individual, and the Hospital is exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended. 7. The execution and delivery of the Official Statement has been duly authorized by the Hospital. 8. Nothing has come to our attention which would lead us to believe that the Official Statement, insofar as the statements and information set forth therein relate to the Hospital and its business, properties and affairs, contains an untrue statement of material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 9. To the best of our knowledge, after due inquiry, we are not aware of any facts or set of facts from which liability might arise which would exceed the amount of the Hospital's malpractice liability insurance described in the Official Statement under the caption "BONDHOLDERS' RISKS - Malpractice Insurance." There is no action, suit, litigation, proceeding, inquiry or investigation at law or in equity or by or before any judicial or administrative court, agency, body or other entity, pending or, to the best of our knowledge and after due inquiry, threatened, against the Hospital or any of its properties wherein an unfavorable decision, ruling or finding (i) would adversely affect the validity or enforceability of the Ground Lease, the Lease, the Guaranty or the Bond Purchase Agreement, (ii) might result in any materially adverse change in the business, properties, assets, liabilities or condition (financial or other) of the Hospital, or (iii) would otherwise adversely affect the ability of the Hospital to comply with its obligations under the Ground Lease, the Lease, the Guaranty or the Bond Purchase Agreement, or adversely affect the transactions contemplated by the Official Statement. 10. The Hospital is in compliance with all zoning and construction ordinances of the Salt Lake City, Utah, and has obtained all necessary zoning variances and building permits. Very truly yours, Ray, Quinney & Nebeker By Don B. Allen Exhibit B, the Official Statement, has been attached to two original copies of the foregoing proceedings for the records of the City and a printed version of the Official Statement will be added to each of the additional counterarts. EXHIBIT B • .. ....:-.••..... • _ • '' .. SALT LAKE CITY, UTAH . . .'-'-'::::-.T.'•- DATED.— 6/ 1/1972 -.......===. AS5UED SETTLEMENT DATE-- 8/30/1978 ..............__... ilATUEITY PRINCIPAL COUPON INTEREST TOTAL ---------- --------- ------ ._..........__..... 6/ 1/1979 0 0.000 577999,72 577999.72 6/ 1/1980 130000 5,000 767822,50 897822,50 _.............___ 6/ 1/1901 135000 5,150 761322,50 896322,50 ___ 6/ 1/1982 145000 5.300 754370,00 899370.00 _.............. 6/ 1/1983 150000 5.450 746685.00 896685,00 _....... .. 6/ 1/1904 160000 5.600 738510,00 898510.00 6/ 1/1985 170000 5.750 729550,00 899550,00 __........._ 6/ 1/1926 180000 5,900 719775.00 399775,00 6/ 1/1987 190000 6,000 709155,00 899155,00 __...............__. 6/ 1/1988 200000 6,150 697755.00 897755,00 =................-----— 6/ 1/1989 215000 6.300 625455.00 900455.00 ................==•0: ................._....... 6/ 1,...1.?90 230000 6,400 671910.00 901910.00 T................___ 245000 6,500 657190.00 902170.00 260000 6,600 641265.00 901265.00 6/ 1.....-IT93 275000 6.700 624105,00 899105,00 6/ 1/1.994 295000 6,800 605600,00 700620.00 . .................... ..... 6/ 1/1995 315000 6.900 525620,00 900620.06 335000 7.000 5.,=85.00 P97 360000 7,000 5V.,q35.00 900435,1.0 6/ 1/19a 305000 7.35A 5152750U 900235,00 ...,.............. ..::: 6/ 1/1,?99 410000 7,350 42697.50 896937,50 ................ ........__.....===,.... 6/ 1/2000 445000 7.350 456202,50- 901802,50 6/ 1/2001 475000 7,350 424095.00 899095,00 — 6/ 1/2002 510000 7,350 329182,50 897182,50 6/ 1/2003 550000 7,350 351697,50 901697,50 __.......___ 6/ 1/200!+ 590000 7,350 311272.50 901272:50 6/ 1/2005 630000 7,350 267907.50 897907.50 = 6/ 1/2006 675000 7,350 221602.50 296602.56 _........................._ 6/ 1/2007 795000 7.350 171990.00 296990.00 6/ 1/2003 780000 7,350 112702.50 S98702.50 6/ 1/2009 335000 7,350 61372,50 896372,50 _.....__.........___ The foregoing represents the maturities and rates agree. •E upon in the Bond Purchase Agreement. The final version of the .........-.,.,.=-. Official Statement will have printed on the cover page and on pag7.029,,,:, _ new schedules reflecting the above rates and maturities. _. ..............___....._. ............_____. ..................._.._.. ----- -...::-:....................... _...............:......._ BOND PURCHASE AGREEMENT August 3, 1978 Salt Lake City, Utah City and County Building Salt Lake City, Utah 84102 Holy Cross Hospital of Salt Lake City 1045 East First South Street Salt Lake City, Utah 84102 Re: SALT LAKE CITY, UTAH $11 , 000, 000 aggregate princial amount of Hospital Revenue Bonds, Series 1978 (Holy Cross Hospital Project) Gentlemen: The Underwriter hereby proposes to purchase all of the Bonds from the Issuer and to make a public offering of the Bonds, subject to the acceptance of this proposal by the Issuer on or before 5 : 00 o ' clock P .M. , local time then prevailing in Salt Lake City, Utah, on August 10 , 1978, and by the Hospital, on or before 5 : 00 o ' clock P.M. , local time then prevailing in Salt Lake City, Utah, on August 10 , 1978 ; and subject to the following provisions . Section 1 . Definitions . The following terms shall have the following meanings in this Agreement unless another meaning is plainly intended: (a) "Accountants" means Ernst & Ernst, Salt Lake City, Utah, independent certified public accountants; (b) "Act" means the Utah Industrial Facilities Development Act, as amended, Section 11-17-1 et seq. , Utah Code Annotated. (c) "Agreement" means this Bond Purchase Agree- ment by and among the Underwriter, the Issuer and the Hospital; (d) "Bond Counsel" means Chapman and Cutler, Chicago, Illinois; (e ) "Bonds" mean the $11, 000, 000 principal amount of Hospital Revenue Bonds, Series 1978 (Holy Cross Hospital Project) , of Salt Lake City, Utah, dated June 1, 1978 . The Bonds shall be issued under and secured as provided in the Indenture and shall have the maturi- ties and interest rates and be subject to Mandatory Redemption Requirements as set forth below: Maturities of Serial Bonds Due Principal Interest June 1 • Amount Rates 1980 $130, 000 5 . 00% 1981 135 , 000 5 . 15% 1982 145 , 000 5 . 30% 1983 150 , 000 5 . 45% 1984 160, 000 5 . 60% 1985 170, 000 5 . 75% 1986 180, 000 5 . 907 1987 190 , 000 6 . 007 1988 200 , 000 6 . 15% 1989 215 , 000 6 . 30% 1990 230 , 000 6 . 407 1991 245 , 000 6 . 507 1992 260, 000 6 . 60% 1993 275 , 000 6 . 70% 1994 295 , 000 6 . 807 1995 315 , 000 6 . 90% 1996 335 , 000 7 00% 1997 360, 000 7 00% -2- Mandatory Redemption Requirements for Term Bonds maturing June 1, 2009 Due Principal Interest June 1 Amount Rate 1998 $385,000 7.35% 1999 410,000 7.35% 2000 445,000 7.35% 2001 475,000 7.351 2002 510,000 7.35% 2003 550,000 7.35% 2004 590,000 7.35% 2005 630,000 7.35% 2006 675,000 7.35% 2007 725,000 7.35% 2008 780,000 7.35% 2009 835,000 7.35/ (f) "Closing" refers to the transaction at which the Bonds are delivered by the Issuer to the Underwriter, and paid for by the Underwriter, pursuant to this Agreement; (g) "Closing Documents" mean the documents de- scribed in Section 10 hereof and required to be deli- vered to the Underwriter at the Closing; (h) "Code" means the Internal Revenue Code of 1954, as amended, and the regulations thereunder; (i) "Comfort Letter" means a letter from Ernst & Ernst, Salt Lake City, Utah, to the Board of Trustees of the Hospital. and the Underwriter, in form and content satisfactory to the Underwriter, dated not earlier than five business days prior to the date of Closing, in substantially the form set forth in Exhibit A attached hereto. (j) "Governing Body" means the Board of Commis- sioners of the Issuer, or the Board of Trustees of the Hospital, or the successor to the powers of either such body, as the context requires; (k) "Ground Lease" means that certain Ground Lease dated as of June 1, 1978, by and between the Hospital, as ground lessor, to the Issuer, as ground lessee. (1) 'Guaranty" means that certain Guaranty and Security Agreement dated as of June 1, 1978, by and between the Hospital and the Trustee. -3- (m) "Hospital" means Holy Cross Hospital of Salt Lake City, Utah, a Utah not for profit corporation; (n) "Hospital's Counsel" means Ray, Ouinney, & Nebeker, Salt Lake City, Utah; (o) "Indenture" means that certain Indenture and Deed of Trust dated as of June 1, 1978, frcm the Issuer to the Trustee; (p) "Issuer" means Salt Lake City, Utah, a politi- cal subdivision of the State of Utah; (q) "Issuer's Counsel" means Roger F. Cutler, Esq. , Salt Lake City, Utah; (r) "Lease" means that certain Lease dated as of June 1, 1978, by and between the Issuer, as lessor, and the Hospital, as lessee. (s) "Official Statement" means the Official Statement of the Issuer and the Hospital, with respect to the Bonds, substantially in the form of the Prelimin- ary Official Statement dated July 31, 1978, including the cover page, Exhibit I attached thereto, and all supplements or amendments thereto, with such changes as shall be approved by the Underwriter, the Issuer and the Hospital; (t) "Project" means the improvements and additions to the Hospital Facility to be financed with the proceeds of the Series 1978 Bonds; (u) "Trustee" means Zions First National Bank, Salt Lake City, Utah; (v) "Underwriter" means the undersigned, Ziegler Securities, Inc., Suite 702 - The Tower, Rolling Meadows, Illinois 60008, acting for and on behalf of itself and B. C. Ziegler and Company, West Bend, Wisconsin, and any other securities dealers as Ziegler Securities, Inc. may designate in writing; (w) "Underwriter's Counsel" means Borge and Pitt, Chicago, Illinois. Section 2. Purchase Price. Upon the terms and con- ditions and upon the basis of the representations herein set forth, the Underwriter shall purchase and the Issuer shall sell all, but not less than all, of the Bonds at an aggregate purchase price of $10,697,500 (which is equal to $11,000,000 minus the Underwriter's discount of 2.75% of the principal amount of the Bonds) plus accrued interest at the respective coupon rates from June 1, 1978 to the date of Closing. Section 3. Good Faith Deposit. The Underwriter has delivered to the Issuer, with this proposal, as security for the performance by the Underwriter of its obligations to accept delivery of and pay for the Bonds at the Closing in accordance with the provisions hereof its check, payable to the order of the Issuer, in the amount of $110,000.00. Should the Underwriter fail to take up and pay for the Bonds promptly in accordance with this Agreement upon tender of the Bonds and all of the Closing Documents by the Issuer, the good faith check may be retained and cashed by the Issuer as full liquidated damages to the Issuer and the Hospital. The good faith check shall be held uncashed until the delivery of the Bonds or forfeiture by the Underwriter, but concurrently with the delivery of and payment for the Bonds at the Closing the good faith check shall be returned to the Under- writer. In the event of the termination of this Agreement by the Underwriter pursuant to the provisions of Section 11 hereof, the good faith check shall be immediately returned to the Underwriter. Section 4. Representations of Issuer. The Issuer represents to the Underwriter that: (a) the statements and information contained in the Official Statement, insofar as they relate to the Issuer, are true and complete in all material respects, and the Official Statement does not omit any statement or information with respect to the Issuer which is necessary to make the statements and information therein, in light of the circumstances under which they are made, not misleading in any material respect, provided, however, that the Issuer makes no representations and expresses no opinion on the financial state- ments and other financial and statistical data included in the Official Statement; (b) when delivered to and paid for by the Underwriter at the Closing in accordance with the provisions of this Agreement, the Bonds will have been duly authorized, exe- cuted, authenticated, issued and delivered and will constitute valid and binding obligations of the Issuer of the character referred to in the Official Statement, in conformity with, and entitled to the benefit and security of, the Indenture; (c) the Issuer is empowered and has been duly authorized to execute and deliver the Ground Lease, the Lease, the Indenture and this Agreement; (d) the execution and delivery of the Ground Lease, the Lease, the Indenture and this Agreement and compliance with the provisions thereof, under the circumstances contemplated herein and therein, will not in any material respect conflict with or constitute on the part of the Issuer a breach of or default under any agreement or other instrument to which the Issuer is a party, or any existing law, administrative regu- lation, court order or consent decree to which the Issuer is subject; (e) the execution and delivery of the Official Statement have been duly authorized by the Issuer; and (f) there is no controversy or litigation of any nature pending or, to the best of the knowledge of the undersigned Mayor and City Recorder, threatened restraining or enjoining the issuance, sale, execution or delivery of the Bonds, or in any way contesting or affecting the validity of the Bonds or any proceedings of the Issuer taken with respect to the issuance or sale thereof, or the pledge or application of any money or security provided for the payment of the Bonds or the existence or powers of the Issuer. Section 5. Representations of Hospital. The Hospital represents to the Underwriter that: (a) the statements and information contained in the Official Statement, insofar as they relate to the Hospital, are true and complete in all material respects, and the Official Statement does not omit any statement or information with respect to the Hospital which is necessary to make the statements and information therein, in light of the circumstances under which they are made, not misleading in any material respect; (b) the Official Statement does not omit any information with respect to the business, properties and affairs of the Hospital which might in a material respect adversely or unfavorably affect the transactions contemplated by the Official Statement; (c) the Hospital is a duly incorporated Utah not for profit corporation and an organization described in Section 501(c)(3) of the Code, and exempt from federal income taxation under Section 501(a) of the Code; (d) the Hospital is empowered and has been duly authorized to execute and deliver the Ground Lease, the Lease, the Guaranty and this Agreement; (e) the execu- tion and delivery of the Ground Lease, the Lease, the Guaranty and this Agreement, and compliance with the provisions thereof, under the circumstances contemplated herein and therein, will not in any material respect conflict with or constitute on the part of the Hospital a breach of or default under any agreement or other instrument to which the Hospital is a party, or any exist- ing law, administrative regulation, court order or consent decree to which the Hospital is subject; (f) the execution and delivery of the Official Statement have been duly authorized by the Hospi- tal; and (g) there is no action, suit, litigation, proceeding, inquiry or investigation at law or in equity or by or before any judicial or administrative court, agency, body or other entity, pending or, to the best of the knowledge of the undersigned President and Secretary, threatened against the Hospital or any of its properties, or any basis therefor, wherein an unfavorable decision, ruling or finding (1) would adversely affect the valid- ity or enforceability of the Ground Lease, the this Agreement, (2) might result in any materially adverse change in the business, properties, assets, liabilities or condition (financial or other) of the Hospital, (3) would otherwise adversely affect the ability of the Hospital to comply with its obligations under the Ground Lease, the Lease, the Guaranty or this Agreement, or adversely affect the transactions contemplated by the Official Statement or (4) would exceed the amount of the Hospital's malpractice liabi- lity insurance described in the Official Statement under the heading "BONDHOLDERS' RISKS - Malpractice insurance." Section 6. Representation of Underwriter. The Under- writer represents to and covenants with the Issuer and the Hospi- tal that the Bonds will be offered and sold by the Underwriter in accordance with applicable state and federal laws. -6- Section 7. Official Statement. The Issuer and the Hospital shall deliver to the Underwriter on or before August 30, 1978, three copies of the Official Statement executed on behalf of the Issuer and on behalf of the Hospital by their duly author- ized officers. The Issuer and the Hospital agree that the Offi- cial Statement (including the audited financial statements of the Hospital included therein), and copies of the Ground Lease, the Lease, the Guaranty and the Indenture may be used by the Under- writer in the public offering of the Bonds; and that they will cooperate with the Underwriter if the Underwriter decides to register or confirm the exemption from registration for the Bonds under the securities acts of any states and will furnish the Underwriter with copies of resolutions, applications, reports, consents to service of process and other documents, certified as appropriate, as shall be necessary in the reasonable judgment of Underwriter's Counsel to effect such registration or confirmation of exemption from registration. Section 8. Comfort Letter. The Hospital will cause the Comfort Letter to be delivered to the Underwriter no later than the last regular business day of the Underwriter prior to the date of Closing. Section 9. Closing, Delivery and Payment. The Closing shall be held at 9:00 o'clock A.M., August 30, 1978, or on a date which shall be mutually agreeable to the Trustee and the parties hereto after the 30-day no contest period with respect to the Bonds specified in Section 11-17-16 of the Act has expired, whichever is later. The Closing shall be held at the offices of Chapman and Cutler, Chicago, Illinois, or at such other place as shall be mutually agreeable to the Trustee and the parties hereto. At the Closing the Underwriter will accept delivery of the Bonds from the Issuer, and will make payment therefor as provided herein in immediately available funds upon tender of the Bonds to the Underwriter by the Issuer, and delivery to the Underwriter of all of the Closing Documents. Section 10. Closing Documents. The Closing Documents shall consist of the following, each properly executed, certified or otherwise verified, and in such form, as may be satisfactory to Bond Counsel, the Underwriter, and Underwriter's Counsel including, but not limited to, the matters hereinafter set forth: (a) the Ground Lease; (b) the Lease; (c) the Indenture; (d) the Guaranty; (e) the Issuer's closing certificate confirming as of the date of Closing (i) the representations made by the Issuer herein; (ii) the application of the proceeds of the -7- • sale of the Bonds as described in the Indenture; and (iii) the adoption and present effectiveness of all resolutions of its Board of Commissioners considered necessary, in the opinion of Bond Counsel, in connec- tion with the transactions contemplated hereby, to- gether with copies of said resolutions certified by the Issuer's City Recorder; (f) the Hospital's closing certificate confirming as of the date of Closing (i) the representations made by the Hospital herein; (ii) the application of the proceeds of the sale of the Bonds as described in the Indenture; and (iii) the adoption and present effective- ness of all resolutions of the Hospital considered necessary, in the opinion of Bond Counsel, in connection with the transactions contemplated hereby, together with copies of said resolutions certified by the Hospital's Secretary; (g) the Hospital's articles of incorporation and a good standing certificate certified by the Secretary of State of Utah and a copy of the Hospital's By-Laws certified by its Secretary; (h) the unqualified approving opinion of Bond Counsel in substantially the form set forth in Exhibit B attached hereto; (i) an opinion of Hospital's Counsel in substan- tially the form set forth in Exhibit C attached hereto; (j) an opinion of Issuer's Counsel in substan- tially the form set forth in Exhibit D attached hereto; (k) an ALTA mortgagee's title insurance policy payable to the Trustee in the amount of not less than $11,000,000, conforming to the requirements set forth in Section 206(d) of the Indenture; (1) a copy of all historical financial statements included in the Official Statement, together with the report issued in connection therewith, manually signed by the Accountants issuing such report, and the Accoun- tants' written consent to the use of their report in the Official Statement and to the references to their firm under the heading "Experts" therein; (m) evidence satisfactory to Bond Counsel and Underwriter's Counsel that the Hospital is an organi- zation described in Section 501(c)(3) of the Code; (n) a Certification and Opinion of Counsel (said Opinion to be rendered by Bond Counsel), pursuant to the requirements of Section 103(c) of the Code; -8- • (o) copies of any and all documents required by the provisions of the Lease and the Indenture to be obtained or furnished by the Hospital and the Issuer at or prior to the Closing including, especially, but not limited to, the certificates, written statements, certified resolutions, executed documents, opinions, requests and authorizations described in Section 206 of the Indenture; (p) a copy of any permits or licenses which the Hospital is required to have in order to operate a hospital, including approvals of state health planning authorities referred to in Section 1122 of the Social Security Act with respect to the items comprising the Project, certified by the Secretary of the Hospital; and (q) such additional legal opinions, certificates, instruments and other documents as the Underwriter, Underwriter's Counsel, or Bond Counsel may reasonably request to evidence: compliance by the Issuer and the Hospital with legal requirements; the truth and accuracy, as of the date of Closing, of the respective representa- tions contained herein and in the Official Statement; and the due performance or satisfaction by them of all agreements to be performed by them and all conditions to be satisfied by them at or prior to the Closing. Section 11. Termination by Underwriter. This Agree- ment may be terminated in writing by the Underwriter if any of the following shall occur: (i) this Agreement shall not have been accepted by the Issuer and the Hospital within the time herein provided; (ii) the signed Official Statement and the Comfort Letter shall not have been provided within the time required by this Agreement; (iii) the Bonds and all of the Closing Documents shall not have been delivered to the Under- writer as of 12:00 o'clock, noon, on the date of Closing; (iv) legislation shall be enacted, or actively considered for enact- ment, or a court decision announced, or a ruling, regulation or decision by or on behalf of a governmental agency having juris- diction of the subject matter shall be made, to the effect that the revenues or other income of the general character to be derived by the Issuer or by any similar body, or interest on obligations of the general character of the Bonds shall not be exempt from federal income taxes, or that securities of the general character of the Bonds shall not be exempt from regis- tration under the Securities Act of 1933, or that the Indenture shall not be exempt from qualification under the Trust Indenture Act of 1939; (v) there shall exist any event or circumstance which, in the opinion of the Underwriter, either makes untrue or incorrect in a material respect any statement or information contained in the Official Statement, or is not reflected in the Official Statement but should be reflected therein in order to make the statements and information contained therein not mis- -9- • leading in a material respect; (vi) there shall have occurred any outbreak of hostilities or other national or international calam- ity or crisis, the effect of such outbreak, calamity or crisis on the financial markets of the United States of America being such as, in the opinion of the Underwriter, would make it impracticable for the Underwriter to sell the Bonds; (vii) there shall be in force a general suspension of trading on the New York Stock Exchange, or minimum or maximum prices for trading on the New York Stock Exchange shall have been fixed and be in force; (viii) in the judgment of the Underwriter the market price of the Bonds, or the market price generally of obligations of the general character of the Bonds, might be adversely affected because: (a) additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange, or (b) the New York Stock Exchange or other national securities exchange, or any govermental authority, shall impose, as to the Bonds or similar obligations, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, underwriters; or (ix) a general banking moratorium shall have been declared by either federal, Illinois, New York or Utah authorities having jurisdiction, and shall be in force. Section 12. Termination la Issuer. This Agreement may be terminated in waiting by the Issuer inthe event that the Underwriter shall fail to accept delivery of the Bonds on the Closing date upon tender thereof to the Underwriter by the Issuer, and delivery to the Underwriter of all of the Closing Documents, provided, however, that the provisions of Section 3 hereof (relat- ing to liquidated damages), Section 14 hereof (relating to the payment of expenses) and Section 17 hereof (relating to indemnifi- cation) shall continue to be in full force and effect notwith- standing termination by the Issuer pursuant to this Section 12 or termination by the Underwriter pursuant to Section 11 hereof. Section 13. Changes Affecting the Official Statement After the closing. After the Closing, and so long as the Under- writer or any participating dealer shall be offering Bonds which constitute the whole or a part of their unsold participations, the Issuer will not adopt any amendment of or supplement to the Official Statement except with the written consent of the Under- writer and the Hospital; and if any event relating to or affecting the Issuer or the Hospital shall occur the result of which shall make it necesssary, in the opinion of the Underwriter or Under- writer's Counsel, to amend or supplement the Official Statement in order to make it not misleading in the light of the circum- stances existing at that time, the Hospital on behalf of the Issuer (at the Hospital's sole expense) shall forthwith prepare and furnish to the Underwriter a reasonable number of copies of an amendment of or supplement to the Official Statement in form and substance satisfactory to the Underwriter, so that it then will not contain an untrue statement of a material fact or omit -10- to state a material fact necessary to make the statements therein, in the light of the circumstances existing at that time, not misleading. Prior to the distribution of such amendment or supplement, the Issuer shall authorize such distribution, which authorization shall not be unreasonably withheld. Section 14. Expenses. Except as hereinafter specifi- cally provided, all expenses and costs of the Hospital and the Issuer incident to the performance of their obligations in con- nection with the authorization, issuance and sale of the Bonds, including fees of accountants, consultants, Hospital's Counsel, Bond Counsel, the Trustee and rating agencies, the expenses of recording and title insurance and the expenses of printing the Bonds and the Official Statement shall be paid by the Hospital from the proceeds of the Bonds or otherwise. The fees and expenses in connection with the registration of the Bonds for "blue sky" purposes, the fees and expenses of Underwriter's Counsel, the Underwriter's travel expenses, and the Underwriter's expenses for advertising the Bonds for sale shall be paid by the Underwriter. Section 15. Notices. Any notice or other communica- tion to be given to the Issuer and the Hospital under this Agree- ment may be given by delivering the same in writing to their respective addresses set forth above; and any such notice or other communication to be given to the Underwriter may be given by delivering the same in writing to the Underwriter at Suite 702 - The Tower, Rolling Meadows, Illinois 60008. Section 16. Parties and Interests; Hospital's Under- takings; Survival of Representations. This Agreement is made solely for the benefit of the Issuer, the Hospital, and the Underwriter, including the successors and assigns of the Under- writer, and no other person, partnership, association or corpor- ation shall acquire or have any rights hereunder or by virtue hereof. All representations and agreements by the Issuer and the Hospital in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Underwriter, and shall survive the delivery of and payment for the Bonds. Section 17. Indemnification. The Hospital agrees to indemnify and hold harmless the Issuer and Underwriter, and any person who controls the Underwriter within the meaning of the Securities Act of 1933, against any and all losses, claims, damages and liabilities arising out of any statement or infor- mation contained in the Official Statement relating to the Hos- pital, its properties and revenues that is untrue in any material respect, or the omission therefrom of any information which should be contained therein which is necessary to make the state- ments therein, in the light of the circumstances under which they are made, not misleading in any material respect and to the extent of the aggregate amount paid in settlement of any litiga- tion commenced or threatened arising from a claim based upon any such untrue statement or omission if such settlement is effected -11- with the written consent of the Hospital. In case any claim shall be made or action brought against the Issuer or the Under- writer or any controlling person (as aforesaid) based upon the Official Statement, in respect of which indemnity may be sought against the Hospital, the Issuer or the Underwriter, as the case may be, shall promptly notify the Hospital in writing setting forth the particulars of such claim or action and the Hospital shall assume the defense thereof including the retaining of counsel and the payment of all expenses. The Issuer and the Underwriter or any such controlling person shall have the right to retain separate counsel in any such action and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the party retaining such counsel unless the retaining of such counsel has been specifically author- ized by the Hospital. Section 18. Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invali- date or render unenforceable any other provision hereof. ZIEGLER SECURITIES, INC. BY 4 � t� �L- ichard J. B ashler, Vice President Accepted by SALT LAKE CITY, UTAH, o ugust 10, 1978 L. s (SEAL) d Wilson, Mayor ATTEST: J �/ /�l� , Mired V. Higham, City Recorder Accepted by HOLY CROSS HOSPITAL OF SALT LAKE CITY o. ugus• 8, 1978 Jo .,ph Ro enblatt, President (SEAL) ATTEST: Sister nne S.C. , Secretary 7 :1aims:�J j,j Jr/ • A Exhibit A Holy Cross Hospital of Salt Lake City Salt Lake City, Utah and Ziegler Securities, Inc. Rolling Meadows, Illinois Dear Sirs: We have examined the balance sheets of Holy Cross Hospital of Salt Lake City as of May 31, 1978 and 1977, and the related statements of revenue and expenses, fund balances and changes in financial position of un- restricted funds for the five years then ended, included in the Official Statement for $11,000,000 Salt Lake City, Utah Hospital Revenue Bonds Series 1978 (Holy Cross Hospital Project); our opinion with respect thereto is also included in such Official Statement. Such Official Statement, dated August 8, 1978, is herein referred to as the "Official Statement". In connection with the Official Statement: 1. We are independent accountants with respect to the Hospital within the meaning of generally accepted auditing standards and the Code of Professional Ethics of the American Institute of Certified Public Accountants. 2. We have not examined any financial statements of the Hospital as of any date or for any period subsequent to May 31, 1978. Although we have made an examination for the year ended May 31, 1978, the purpose (and therefore the scope) of such examination was to enable us to express our opinion on the financial statements as of May 31, 1978, and for the year then ended but not on the financial statements for any interim period within such year. Therefore, we are unable to and do not express any opinion on the financial position, results of operations, changes in fund balances or changes in financial position of unrestricted funds as of any date or for any period subsequent to May 31, 1978. 11:yr°1 1'1 A R .1:17 �a�m.� 3Ndti:7 .1 -2- 3. For purposes of this letter, we have read the minutes of meetings of the Board of Trustees, Finance Committee and Executive Committee of the Hospital for the period from May 31, 1978, through August , 1978, as set forth in the minute books at August 28, 1978, officials of the Hospital having advised us that the minutes of all such meetings through that date were set forth therein, and have carried out other procedures to August , 1978, (our work did not extend to the period from August 26, 1978 to August 30, 1978, inclusive), as follows: a. With respect to the period from June 1, 1978 to July 31, 1978, we have: 1) read the unaudited financial statements of the Hos- pital for the two months ended July 31, 1977 and 1978 furnished us by the Hospital, attached hereto as Exhibit A, officials of the Hospital having advised us that no such financial statements as of any date or for any period subsequent to July 31, 1978, were available, and 2) made inquiries of certain officials of the Hospital who have the responsibility for financial and . accounting matters whether the unaudited financial statements referred to under a(1) above are stated on a basis substantially consistent with that of the audited financial statements included in the Official Statement. The foregoing procedures do not constitute an examination made in accordance with generally accepted auditing standards. Also, they would not necessarily reveal matters of significance with respect to the comments in the following paragraph. Accordingly, we make no representations as to the sufficiency of the foregoing procedures for your purposes. 4. Nothing came to our attention as a result of the foregoing procedures, however, that caused us to believe that: a) At July 31, 1978, there was any change in the indebtedness of the Hospital other than as occasioned by repayments of such indebtedness, or any decrease in the fund balance, as compared with the amounts shown in the May 31, 1978, audited balance sheet included in the Official Statement; or -3- b) For the period from June 1, 1978 to July 31, 1978, there were any decreases, as compared with the corresponding period in the preceding year, in the Net Income Available for Debt Service of the Hospital (as defined in the Official Statement) or the fund balances: except in all instances for changes which the Official State- ment discloses have occurred or may occur. S. As mentioned under 3(b), Hospital officials have advised us that no statements as of any date or for any period subsequent to July 31, 1978, are available; accordingly, the procedures carried out by us with respect to changes in financial statement items after July 31, 1978, have, of necessity, been even more limited than those with respect to the periods referred to in 3. We have made inquiries of certain officials of the Hospital who have responsibility for financial and accounting matters as to whether (i) there was any change at August 28, 1978, in the indebtedness of the Hospital other than as occasioned by repayments of such indebtedness, or any decrease in the fund balances, as compared with the amounts at May 31, 1978, or (ii) for the period from June 1, 1978 to August 28, 1978, there were any decreases, as compared with the corresponding period in the preceding year, in the Net Income Available for Debt Service of the Hospital (as defined in the Official Statement) or the fund balance. On the basis of these inquiries and our of the minutes as described in 3, nothing came to our attention that caused us to believe that there was any such change or decrease, except in all instances for changes which the Official Statement discloses have occurred or may occur. This letter is solely for the information of, and assistance to, the underwriters, in connection with the offering of securities covered by the Official Statement, and is not to be used, circulated, quoted or otherwise referred to, for any other purpose, including but not limited to the purchase or sale of securities, nor is it to be filed with or referred to in whole or in part in the Official Statement or any other document, except that reference may be made to it in the underwriting agreement or in any list of closing documents pertaining to the offering of securities covered by the Official Statement. Very truly yours, ERNST & ERNST • Exhibit B [Letterhead of Chapman and Cutler] [Dated the date of Closing] Ziegler Securities, Inc. , acting for and on behalf of itself and the other underwriters designated pursuant to the Bond Purchase Agreement dated August 8, 1978 Re: $11,000,000 Hospital Revenue Bonds, Series 1978 (Holy Cross Hospital Project) of Salt Lake City, Utah Gentlemen: We have acted as bond counsel in connection with the issuance and sale by Salt Lake City, Utah, a political subdivision of the State of Utah (the "City") , of the Bonds referred to in the caption hereof (the "Bonds") , issued under that certain Trust Indenture dated as of June 1, 1978 (the "Indenture") between the City and [Name of Trustee] , as Trustee (the "Trustee") . The Bonds are payable solely out of the rents and other sums to be derived from the leasing of certain health care faci- lities by the City to Holy Cross Hospital of Salt Lake City, a Utah not for profit corporation (the "Hospital") , pursuant to that certain Ground Lease dated as of June 1, 1978 (the "Ground Lease") and that certain Lease dated as of June 1, 1978 (the "Lease") , each between the City and the Hospital, and are guaranteed by the Hospital pursuant to that certain Guaranty and Security Agreement dated as of June 1, 1978 (the "Guaranty") between the Hospital and the Trustee. The Bonds are being issued for the purpose of enabling the City to acquire a leasehold interest in certain hospital facilities of the Hospital at a price sufficient to retire certain long term indebtedness of the Hospital incurred to finance such facilities and also for the purpose of financing additional capital improvements thereto, and are being sold to you pursuant to that certain Bond Purchase Agreement dated August 8, 1978 (the "Bond Purchase Agreement") among you, the Hospital and the City. In connection therewith the Hospital and the City have issued an Official Statement dated the date hereof (the "Official Statement") pertaining to the Bonds. As such bond counsel we have examined the following: (a) A certified copy of the proceedings of the City authorizing, among other things, the execution and delivery of the Indenture, the Ground Lease, the Lease, the Bond Purchase Agreement and the Official Statement and the issuance and sale of the Bonds; (b) Certified copies of the Articles of Incor- poration and the By-Laws of the Hospital; (c) A Certificate of the Secretary of State of Utah relative to the good standing of the Hospital; (d) A certified copy of the corporate proceedings of the Board of Trustees and Members of the Hospital authorizing, among other things, the execution and de- livery of the Lease, the Ground Lease, the Guaranty, the Bond Purchase Agreement and the Official Statement; (e) Executed counterparts of the Indenture, the Lease, the Ground Lease, the Guaranty, the Bond Pur- chase Agreement and the Official Statement; (f) Executed Bond numbered 1; (g) The opinion of Roger F. Cutler, Esq. , counsel for the City; (h) The opinion of Messrs. Ray, Quinney & Nebeker, counsel for the Hospital; (i) A leasehold title insurance policy or commitment therefor, issued by Fidelity National Title Insurance Company; and (j) Such other documents and showings and related matters of law as we have deemed necessary in order to enable us to render this opinion. Based upon the foregoing and in reliance upon the matters referred to in the last paragraph of this opinion, we are of the opinion that: 1. The City is a political subdivision of the State of Utah with full power and authority to enter into, execute and deliver the Indenture, the Ground Lease, the Lease, the Bond Purchase Agreement and the Official Statement and to issue and sell the Eonds. 2. The Hospital is a not for profit corporation duly organized, validly existing and in good standing under the laws -2- of the State of Utah and has full power and authority to enter into, execute and deliver the Ground Lease, the Lease, the Guaranty, the Bond Purchase Agreement and the Official Statement. 3. The Indenture, the Ground Lease, the Lease, the Guaranty and the Bond Purchase Agreement have been duly authorized by all necessary action on the part of the City and the Hospital, have been duly executed and delivered by authorized officers of the City, the Hospital and the Trustee, respectively, and constitute the legal, valid and binding obligations of the respective parties thereto in accordance with their respective terms, except to the extent limited by bankruptcy, reorganization or other similar laws affecting the enforcement of creditors' rights generally. 4. The Official Statement has been duly authorized, • executed and delivered by the Hospital and the City. 5. The Bonds have been duly authorized by all necessary action on the part of the City, have been duly executed by auth- orized officers of the City, authenticated by the Trustee and issued by the City and constitute the legal, valid and binding special obligations of the City in accordance with their terms, except as limited by bankruptcy, reorganization or other similar laws affecting the enforcement of creditors' rights generally, and are entitled to the benefit and security of the Indenture. 6. Under existing laws, including current rulings and official interpretations of law by the United States Internal Revenue Service, interest on the Bonds is excludable from the gross income of the recipients threof for federal income tax purposes. 7. Interest on the Bonds is not subject to taxation under the Utah Individual Income Tax Act of 1973 and the Bonds are exempt from all ad valorem taxes of the State of Utah. 6. The Hospital has good title to the real estate specifically described in the Ground Lease, free of all liens, charges and encumbrances except such as are permitted thereby, and the Ground Lease, the Lease and the Indenture have been duly recorded in the Office of the County Recorder of Salt Lake County, Utah. 9. The information contained in the Official Statement under the headings entitled "Definitions of Certain Terms," "The Series 1976 Bonds," "Summary of Principal Instruments" and "Tax Exemption" is an accurate statement or summary of the matters set forth therein and fairly presents the information purported to be shown. -3- 10. Nothing has come to our attention which would lead us to believe that the Official Statement contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the state- ments therein, in light of the circumstances in which they were made, not misleading. 11. The Indenture, the Bonds, the Ground Lease, the Lease and the Guaranty conform to the summaries of the terms and provisions thereof contained in the Official Statement. 12. The Bonds constitute exempt securities within the meaning of Section 3(a) (2) of the Securities Act of 1933, as amended, and Section 304(a) (4) of the Trust Indenture Act of 1939, as amended, respectively; and it is not necessary in con- nection with the sale of the Bonds to the public to register the Bonds or the obligations of the Hospital contained in the Lease or the Guaranty under the Securities Act of 1933, as amended, or to qualify the Indenture under the Trust Indenture Act of 1939, as amended. 13. The facts, estimates and circumstances set forth in the Arbitrage Certificate of the City being delivered to you in connection with your purchase of the Bonds are sufficient to satisfy the criteria which are necessary under Section 103(c) of the Internal Revenue Code of 1954, as amended, and the regula- tions issued and proposed thereunder to support the conclusion that the Bonds are not "arbitrage bonds", and no matters have come to our attention which make such representations unreasonable or incorrect. In rendering this opinion we have relied upon (i) the opinion of Messrs. Ray, Quinney & Nebeker, counsel for the Hospital, referred to in paragraph (h) above with respect to all matters re- lating to the title of the Hospital to the real estate specifically described in the Ground Lease and the Lease and the description thereof in the Ground Lease and the Lease and the location of the hospital facilities of the Hospital thereon and (ii) an affidavit of an officer of the Hospital as to all matters which are not required to appear of record in order to be effective against bona fide purchasers or mortgagees without notice and as to judgments and tax liens. We have further relied on the opinion of counsel for the Hospital as to all matters relating to the organization and incorporation of the Hospital and the power and authority of the Hospital to conduct its health care activities as now being conducted. In rendering this opinion we express no opinion on the financial statements and the other financial and statistical data included in the Official Statement. Respectfully submitted, C.R. Foltz:bd -4- Exhibit C (Letterhead of Ray, Quinney & Nebeker, Salt Lake City, Utah) (Dated the date of Closing) Holy Cross Hospital of Salt Chapman and Cutler Lake City 111 West Monore Street 1045 East First South Street Chicago, Illinois 60603 Salt Lake City, Utah 84102 Ziegler Securities, Inc. Gorge and Pitt The Tower - Suite 702 120 South LaSalle Street Rolling Meadows, Illinois 60008 Chicago, Illinois 60603 Gentlemen: We have acted as counsel for Holy Cross Hospital of Salt Lake City, a Utah not for profit corporation (the "Hospital"), in connection with the issuance by Salt Lake City, Utah (the "City") of its $11,000,000 principal amount of Hospital Revenue Bonds, Series 1978 (Holy Cross Hospital Project) dated June 1, 1978 (the "Bonds") pursuant to a Trust Indenture and Indenture of Mortgage dated as of June 1, 1978, by and between the City and Zions First National Bank, Salt Lake City, Utah, as Trustee (the "Trustee"). In this connection, we have examined the following: 1. The Articles of Incorporation of the Hospital and all amendments thereto. 2. The By-Laws of the Hospital and all amendments thereto. 3. Certified copies of the resolutions of the Board of Trustees of the Hospital and of the Members of the Hospital authorizing the execution and delivery of: a. A Ground Lease dated as of June 1, 1978 (the "Ground Lease"), by and between the Hospital, as lessor, and the City, as lessee; b. A Lease dated as of June 1, 1978 (the "Lease"), by and between the City, as lessor, and the Hospital, as lessee; c. A Guaranty and Security Agreement dated as of June 1, 1978 (the "Guaranty"), by and between the Hospital and the Trustee; d. A Bond Purchase Agreement dated August 8, 1978 (the "Bond Purchase Agreement") by and between the City and Ziegler Securities, Inc., as Managing Underwriter, and approved by the Hospital; and • e. The Official Statement dated August 8, 1978 with respect to the Bonds (the "Official Statement"). 4. Executed counterparts of the Ground Lease, the Lease, the Guaranty, the Bond Purchase Agreement and the Official Statement. 5. Such other documents and related matters of law as in our judgment are necessary or advisable in the giving of this opinion. Based upon the foregoing, we are of the opinion that: 1. The Hospital is a not for profit corporation, duly organized, validly existing and in good standing under the laws of the State of Utah, its jurisdiction of incorporation and organization and the only jurisdiction in which the nature of its business or the character of its properties require such qualification. The Hospital has all the necessary power and authority to conduct the business now being conducted by it and as contemplated by the Lease and the Official Statement and to enter into the Ground Lease, the Lease, the Guaranty and the Bond Purchase Agreement. 2. The Ground Lease, the Lease, the Guaranty and the Bond Purchase Agreement have each been duly authorized, executed and delivered by the Hospital and constitute legal, valid and binding obligations enforceable against the Hospital in accordance with their respective terms, except to the extent that the enforceability thereof may be limited by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights. 3. The execution, delivery and performance by the Hospital of the Ground Lease, the Lease, the Guaranty and the Bond Purchase Agreement will not violate any applicable Federal or State of Utah statute or any applicable judgment, order or regulation of any court or any public or governmental agency or authority of the Federal Government or the State of Utah and will not violate, conflict with or result in the breach of any of the provisions, terms and conditions of or constitute a default under, the Articles of Incorporation or By-Laws of the Hospital, and all amendments thereto, or any indenture, mortgage, deed of trust, lien, lease, contract, order, judgment, ordinance, regulation or other agree- ment or instrument to which the Hospital is a party or by which it or its properties are bound. 4. The Hospital has obtained all approvals, consents, authorizations or other orders of all municipal, State or Federal regulatory authorities required for the consummation of the transactions contemplated by the Ground Lease, the Lease, the Guaranty and the Bond Purchase Agreement. 5. The Hospital is duly licensed and qualified to operate and maintain the Hospital Facility and the Project (as those terms are defined in the Lease). 6. The Hospital is a nonprofit corporation, no part of the net earnings of which inure to the benefit of any private shareholder or individual, and the Hospital is exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended. 7. The execution and delivery of the Official Statement has been duly authorized by the Hospital. 8. Nothing has come to our attention which would lead us to believe that the Official Statement, insofar as the statements and information set forth therein relate to the Hospital and its business, properties and affairs, contains an untrue statement of material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. 9. To the best of our knowledge, after due inquiry, we are not aware of any facts or set of facts from which liability might arise which would exceed the amount of the Hospital's malpractice liability insurance described in the Official Statement under the caption "BONDHOLDERS' RISKS - Malpractice Insurance." There is no action, suit, litigation, proceeding, inquiry or investigation at law or in equity or by or before any judicial or administrative court, agency, body or other entity, pending or, to the best of our knowledge and after due inquiry, threatened, against the Hospital or any of its properties wherein an unfavorable decision, ruling or finding (i) would adversely affect the validity or enforceability of the Ground Lease, the Lease, the Guaranty or the Bond Purchase Agreement, (ii) might result in any materially adverse change in the business, properties, assets, liabilities or condition (financial or other) of the Hospital, or (iii) would otherwise adversely affect the ability of the Hospital to comply with its obligations under the Ground Lease, the Lease, the Guaranty or the Bond Purchase Agreement, or adversely affect the transactions contemplated by the Official Statement. 10. The Hospital is in compliance with all zoning and construction ordinances of the Salt Lake City, Utah, and has obtained all necessary zoning variances and building permits. Very truly yours, Ray, Quinney & Nebeker By Don B. Allen Exhibit D (Letterhead of Roger F. Cutler, Esq. ) (Dated the date of Closing) Salt Lake City, Utah Chapman and Cutler City and County Building 111 West Monroe Street Salt Lake City, Utah 84102 Chicago, Illinois 60603 Ziegler Securities, Inc. Borge and Pitt The Tower - Suite 702 120 South LaSalle Street Rolling Meadowns, Illinois 60008 Chicago, Illinois 60603 Gentlemen: I have acted as counsel for Salt Lake City, Utah (the "City") in connection with the issuance by the City of $11,000,000 principal amount of its Hospital Revenue Bonds, Series 1978 (Holy Cross Hospital Project) dated June 1, 1978 (the "Bonds"), pursuant to a Trust Indentrue and Indenture of Mortgage dated as of June 1, 1978 (the "Indenture") by and between one City and Zions First National Bank, Salt Lake City, Utah, as Trustee. In this connection, I have examined the following: 1. Certified copies of Resolutions of the Board of Commissioners of the City adopted on July _, 1978 and August 8, 1978 authorizing: a. the issuance and sale of the Bonds; and b. the execution and delivery of: (1) a Ground Lease dated as of June 1, 1978 (the "Ground Lease"), by and between the Holy Cross Hospital of Salt Lake City, a Utah not for profit corporation (the "Hospital"), as lessor, and the City, as lessee; (2) a Lease dated as of June 1, 1978 (the "Lease"), by and between the City, as Lessor, and the Hospital, as Lessee; (3) the Indenture; (4) the Bond Purchase Agreement dated August 8, 1978 (the "Bond Purchase Agreement") by and between the City and Ziegler securities, Inc. as Managing Underwriter, and approved by the Hospital; and • • (5) the Official Statement dated August 8, 1978 relating to the Bonds (the "Official Statement"). 2. Executed counterparts of the Ground Lease, the Lease, the Indenture, the Bond Purchase Agreement and the Official Statement. 3. Such other documents and related matters of law as in my judgment are necessary or advisable in the giving of this opinion. Based upon the foregoing, I am of the opinion that: 1. The City is a municipal corporation, duly organized, validly existing and in good standing under the laws of the State of Utah. 2. The City has all necessary power and authority to enter into the Ground Lease, the Lease, the Indenture and the Bond Purchase Agreement. 3. The Ground Lease, the Lease, the Indenture and the Bond Purchase Agreement have each been duly authorized, executed and delivered by the City and constitute legal, valid and binding obligations enforceable against the City in accordance with their respective terms, except to the extent that the enforceability thereof may be limited by bankruptcy, reorganization or other laws of general application relating to or affecting the enforce- ment of creditors' rights. 4. The execution, delivery and performance by the City of the Ground Lease, the Lease, the Indenture and the Bond Purchase Agreement will not violate any applicable Federal or State of Utah statute or any applicable judgment, order or regulation of any court or any public or governmental agency or authority of the Federal Government or the State of Utah and will not violate, conflict with or result in the breach of any of the provisions, terms and conditions of or constitue a default under any indenture, mortgage, deed of trust, lien, lease, contract, order, judgment, ordinance, regulation or other agreement or instrument to which the City is a party or by which it or its properties are bound. 5. The execution and delivery of the Official Statement has been duly authorized by the City. 6. Nothing has come to my attention which would lead me to believe that the Official Statement, insofar as the statements and information set forth therein relate to the City, contains an untrue statement of material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading. 7. There is no controversy or litigation of any nature now pending or, to the best of my knowledge and after due inquiry, threatened restraining or enjoining the issuance, sale, execution or delivery of the Bonds, or in any way contesting or affecting the validity of the Bonds or any proceedings of the City taken with respect to the issuance or sale thereof, or the pledge or application of any money or security provided for the payment of the Bonds or the existence or powers of the City. 8. To the best of my knowledge and after due inquiry, the City has not received any notification from the Internal Revenue Service to the effect that its certifications with respect to "arbitrage" pursuant to Section 103(c) of the Internal Revenue Code of 1954, as amended, may not be relied upon; and no other facts or circumstances have come to my attention which would cause me to conclude that holders of the Bonds may not rely upon such certifications. In rendering this opinion, I am expressing no opinion on the financial statements and the other financial and statistical data included in the Official Statement. Very truly yours, Roger F. Cutler V1 t --a�ew., 't4 _— —— y 1 Resolution No. By Jennings Phillips, Jr. ��m ss oNER Confirming the sale by Salt Lake City, Utah, of its $11,000,000.00 Hospital Revenue Bonds, Series 1978, for the' I Holy Cross Hospital Project. i 1 II I I 1 Presented to the;card of Commissioners AND PASSED A.0 G 1 0 197E3 for j I I