board of directors meeting thursday, march 26, 2020 1:00 p.m. · medical center & lee memorial...

Board of Directors Meeting

Thursday, March 26, 2020 1:00 p.m.

AGENDA BOARD OF DIRECTORS MEETING

March 26, 2020 AT 1:00 p.m. Electronic Meeting

Teleconference Call: Dial in # 1-239-209-5810 Conference Code: 475 850 400

Time Action 1.00 p.m. 1. Call to Order – David Collins, Board Chairman

The Board of Lee Memorial Health System, doing business as Lee Health, Gulf Coast Medical Center & Lee Memorial Hospital/HealthPark Medical Center and the Board of Directors of its subsidiary corporations, including but not limited to Cape Memorial Hospital, Inc. doing business as Cape Coral Hospital; Lee Memorial Home Health, Inc.; and HealthPark Care Center, Inc.

1.05 p.m. 2. Invocation (Johanna Kiefner, MDiv, LCSW) 3. Public Input

1.10 p.m. 4. Board Resolution (Board Counsel) Approve

1.25 p.m. 5. Consent Agenda a. Board Meeting Minutes of 2/27/2020 Approve

1.30 p.m.

6. Medical Staff Credentialing a. Lee Memorial Hospital b. Cape Coral Hospital c. Gulf Coast Medical Center d. HealthPark Medical Center e. Golisano Children’s Hospital of SWFL

Approve

1.35 p.m.

7. Committees’ Summaries and Recommendations a. Governance Committee Verbal Update

(Donna Clarke, Board Treasurer, Committee Chair) b. Consent Agenda

I. Policy Review II. Board Committee Assignments

i. Community Members ii. Physician Members

1. Community Health Improvement and Finance & Investment Committee

2. Quality, Safety & Patient Experience Committee

Approve

2.00 p.m. 8. President & Physician Leadership Council Report – (Larry Antonucci, President/CEO, William Hearn, D.O., PLC Chairman) Discuss

AGENDA BOARD OF DIRECTORS MEETING 3/26/20

9. Resolution authorizing direct loan to increase liquidity for COVID-19 financial Impact (Ben Spence, Chief Financial & Business Services Officer)

10. Board Meeting Evaluation 11. Adjourn

Date of the next Meeting: April 30, 2020 at 1: p.m.

Teleconference Call: Dial in # 1-239-209-5810 Conference Code: 475 850 400

Lee Memorial Health System Board of Directors

BOARD OF DIRECTORS

Invocation

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BOARD OF DIRECTORS

PUBLIC INPUT AGENDA ITEMS:

Any public input pertaining to items on the Agenda is limited to three minutes and a “Request to Address the Board of Directors” card should be completed and submitted to the Board Staff prior to meeting. Refer to Board Policy: 10:15H: Public Addressing the Board Non-Agenda Item: Individuals wishing to address the Board on an item NOT on the Agenda, the Board office must be notified of subject matter at least three (3) days prior to the meeting to allow staff time to prepare and to insure the matter is within the jurisdiction of the Board.

BOARD RESOLUTION

Board Counsel

Lee Memorial Health System Board of Directors Updated 3/2/17

BBBOOOAAARRRDDD OOOFFF DDDIIIRRREEECCCTTTOOORRRSSS

Keep form to one page, EMAIL to: [email protected] by Noon Eight (8) days PRIOR to presenting.

DATE: 3/26/2020 LEGAL SERVICE REVIEW? YES_X NO__ SUBJECT: Board Resolution / Providing for the Operation of the Board during the Declared State of Emergency REQUESTOR & TITLE: Board Counsel PREVIOUS BOARD ACTION ON THIS ITEM (IF ANY) (justification and/or background for recommendations – internal groups which support the recommendation) None SPECIFIC PROPOSED MOTION:

• A Motion to suspend all Board policies and procedures during the duration of the public health emergency declared by Florida Governor, Ron DeSantis, in his Executive Orders 20-51 and 20-52, or until further resolution of the Board, whichever first occurs.

• A Motion to delegate to the Chairman of the Board of the Lee Health System the discretion to make, in consultation with Board Counsel, time sensitive decisions required of the Board of Directors if a quorum of the Board cannot be convened for an electronic special meeting in a timely fashion. Any decisions made pursuant to this delegation by the Chairman of the Board shall be promptly submitted to the full Board of Directors for its consideration and ratification at its next special or regular meeting at which a quorum can be established. This emergency delegation shall be for the duration of the public health emergency declared by Florida Governor, Ron DeSantis, in his Executive Orders 20-51 and 20-52, or until further resolution of the Board, whichever first occurs.

FINANCIAL IMPLICATIONS Budgeted Account ____ Non-Budgeted ____ (Annual Project Budget and Total Project Budget) None STAFFING & OPERATIONAL IMPLICATIONS - Not applicable (including FTEs, facility needs, etc.) None PURPOSE/REASON FOR RECOMMENDATION

• To afford the Board the flexibility to perform its mission critical duties under exigent circumstances.

SUMMARY (including alternatives considered, Pros and Cons) _____________________________________________________________________________.

mailto:[email protected]

BOARD OF DIRECTORS

CONSENT AGENDA

(APPROVE)

a. Board Meeting Minutes of 2/27/2020


BOARD OF DIRECTORS MEETING MINUTES

Thursday, February 27, 2020

LOCATION: Gulf Coast Medical Center, Medical Office Building, Board of Directors Boardroom, 13685 Doctors Way, Fort Myers, FL 33912 MEMBERS PRESENT: Stephen Brown, M.D., Board Chairman; Donna Clarke, Board Vice Chairman; David Collins, Board Treasurer; Therese Everly, Board Secretary; Sanford N. Cohen, M.D., Board Member; Chris Hansen, Board Member; Stephanie Meyer, BSN, RN, Board Member; Nancy McGovern, RN, MSM, Board Member; Diane Champion,

Board Member; Jessica Carter Peer, Board Member MEMBERS ABSENT:

NOTE: Documents referred to in these minutes are on file by reference to this meeting date in the Office of the Board of Directors and on the Board of Directors website at www.leehealth.org/boardofdirectors, for public inspection.

SUBJECT DISCUSSION ACTION FOLLOW-UP

MEETING CALLED TO ORDER

FULL BOARD OF DIRECTORS MEETING was CALLED TO ORDER at 1:00 p.m.

by Stephen Brown, M.D., Board Chairman.

INVOCATION AND

PLEDGE OF ALLEGIANCE

Chris Hansen, Board Member, gave the Invocation, followed by the Pledge of Allegiance.

PUBLIC INPUT None at this time.

CONSENT AGENDA Stephen Brown, MD, Board Chairman asked for approval of the Consent Agenda. A motion was made by Therese Everly to approve the Consent Agenda

consisting of: a. Board Meeting Minutes of 01/30/20 b. Risk Management Report Q1 FY2020 c. Amendment to 3 Year Continuing Services Contract for

Structural Engineering – Acute Care Facilities The motion was seconded by Chris Hansen and carried with no opposition.

PRESIDENT’S REPORT

Larry Antonucci, M.D., President & CEO presented the President’s Report. The primary topic was the COVID-19 virus. Dr. Antonucci introduced Dr. Alex Daneshmand and Dr. Mary Beth Saunders. Alex Daneshmand, D.O., Chief Quality & Patient Safety Officer addressed Lee Health’s preparation for the Coronavirus. Mary Beth Saunders, D.O, MPH, System Medical Director Epidemiology Prevention spoke about system communications and resources specific to the COVIC-19 situation. Discussion ensued.

PHYSICIAN

LEADERSHIP COUNCIL UPDATE

No report.

RECESS MEETING MEEETING RECESSED at 1:37 pm to convene Lee County Trauma Services District meeting.

RECONVENE MEETING RECONVENED FULL BOARD MEETING at 2:04 pm by Stephen Brown, MD., Board Chairman.

LEE HEALTH BOARD OF DIRECTORS MEETING MINUTES

Thursday, February 27, 2020 Page 2 of 3


MEDICAL STAFF CREDENTIALING

Stephen Brown, MD, Board Chairman asked for approval of the Medical Staff Credentialing.

A motion was made by Therese Everly to approve the Medical Staff Credentialing. The motion was seconded by David Collins and carried with no opposition.

STRATEGY

DISCUSSION

Mike Wukitsch, Chief Human Resources Officer presented a Workforce Overview and Employee Engagement Update.

COMMITTEES’

SUMMARIES AND RECOMMENDATIONS

David Collins, Treasurer, Chair of the Board Finance & Investment Committee presented a Verbal Update of the committee meeting held on 2/6/20. Discussion ensued. Nancy McGovern, Board Member, Committee Chair of the Audit Committee presented a Verbal Update of the committee meeting held on 2/27/20. Nancy McGovern asked for a motion by the Board to accept the recommendation that the Audit Committee conduct a reevaluation of the health system’s auditing firm before the financial audit for the fiscal year ending September 30, 2021.

A motion was made by Therese Everly to accept the recommendation that the Audit Committee conduct a reevaluation of the health system’s auditing firm before the financial audit for the fiscal year ending September 30, 2021. The results of which reevaluation will be presented to the Board for final action. The motion was seconded by Diane Champion and carried with no opposition.

REQUEST FOR NEW RENEWAL OF CEO

CONTRACT

Chairman Stephen Brown introduced the Request for New Renewal of CEO contract for Larry Antonucci and turned this portion of the proceedings over to Jim Humphrey Board Counsel. Jim Humphrey reviewed the process for the CEO/President’s Contract renewal. Discussion ensued. Board Counsel then recommended that the Board consider a motion to direct Board Counsel, the Chief Legal Officer and the Chief Human Resources Officer to draft a proposed renewal of the President/CEO employment agreement for the Board to review and for consideration at the next Board Meeting. Board Members asked that they be provided a copy of the contract and amendment to the employment agreement prior to the next board meeting. Recessed at 3:29

A motion was made by Dr. Sanford N. Cohen, MD to direct the Board Counsel, Chief legal Officer and Chief Human Resources Officer to draft a proposed renewal of President/ CEO employment agreement for the Board to review and for consideration at the next Board Meeting. Chris Hansen seconded and the motion carried with no opposition.

Board Counsel

BOARD OFFICER ELECTIONS

Reconvened at 3:39pm Stephen Brown, MD, Board Chairman turned the gavel over to Jim Humphrey to chair the Board Officer Elections. Jim Humphrey reviewed the process for the annual election of Board Officers. Starting with the Chairman position, Jim requested any nominated Board Member who wished to withdraw their name from the office of Chairman, to please do so at this time. For the office of Chairman, the following withdrew their names; Stephen R. Brown, MD and Sanford N. Cohen MD Jim Humphrey announced the nominations for Board Chairman as follows: Donna Clarke, David Collins and Therese Everly.

Genevieve White, Board Office Coordinator announced there was no majority reached. Jim Humphrey called for a second round of votes. Jim Humphrey announced the result. David Collins received the majority of votes, accepted the position and therefore was elected to the office of Board Chairman for the 2020 Lee Health Board of Directors.

LEE HEALTH BOARD OF DIRECTORS MEETING MINUTES

Thursday, February 27, 2020 Page 3 of 3


Jim Humphrey announced the list of nominees for Vice Chairman and requested any nominated Board Member who wished to withdraw their name from the office of Vice Chairman, to please do so at this time. For the office of Vice Chairman, the following withdrew their names; Sanford N. Cohen, MD and Stephanie Meyer RN, BSN. Jim Humphrey announced the nominations for Board Vice Chairman as follows: Stephen R. Brown, MD, Donna Clarke, Therese Everly, and Nancy McGovern. For the office of Vice Chairman in the second round, the following withdrew their names; Donna Clarke and Nancy McGovern. Jim Humphrey announced the list of nominees for Treasurer had been elected to, and accepted prior offices. He then asked the Board for verbal nominations for the Treasurer position from the floor. Stephen R. Brown, Board Member nominated Donna Clarke for Treasurer. Jim Humphrey announced the nominations for Treasurer as follows; Donna Clarke. Jim Humphrey announced the list of nominees for Secretary and requested any nominated Board Member who wished to withdraw their name from the office of Secretary, to please do so at this time. For the office of Secretary, the following withdrew their names; Stephanie Meyer and Therese Everly. Jim Humphrey announced the nominations for Secretary as follows; Diane Champion and Jessica Carter Peer.

Genevieve White, Board Office Coordinator announced there was no majority reached. Jim Humphrey called for a second round of votes. Jim Humphrey announced the result. Therese Everly received the majority of votes, accepted the position and therefore was elected to the office of Board Vice Chairman for the 2020 Lee Health Board of Directors. There were no further nominations and by acclamation Jim Humphrey announced that Donna Clarke was elected to the office of Board Treasurer for the 2020 Lee Health Board of Directors. Donna accepted the position. Genevieve White, Board Office Coordinator announced there was a tie. Jim Humphrey called for a second round of votes. Jim Humphrey announced the result. Diane Champion received the majority of votes, accepted the position and therefore was elected to the office of Board Secretary for the 2020 Lee Health Board of Directors.

BOARD MEETING

EVALUATION None

NEXT REGULAR MEETING

The next LEE HEALTH BOARD OF DIRECTORS MEETING

will be held on MARCH 26, 2020 at 1:00 p.m. in the Gulf Coast Medical Center, Medical Office Building, Boardroom

13685 Doctors Way, Fort Myers, FL 33912

ADJOURNMENT The LEE HEALTH SYSTEM BOARD OF DIRECTORS MEETINGS

ADJOURNED at 4:20 p.m. by David Collins, Board Chairman.

Minutes were recorded by Kathy J. Hagen / Assistant to the Board

______________________ __________________

Diane Champion, Date approved Board Secretary


BOARD OF DIRECTORS

MEDICAL STAFF CREDENTIALING

(APPROVE)

a) Lee Memorial Hospital

b) Cape Coral Hospital

c) Gulf Coast Medical Center

d) HealthPark Medical Center

e) Golisano Children’s Hospital of SWFL


LEE HEALTH Lee County, Florida

#1 M E M O R A N D U M

To: Board of Directors From: Nancy A. Taylor, CPMSM, CPCS Director, Centralized Credentialing Services Date: March 18, 2020 Subject: Lee Memorial Hospital Medical Staff Recommendations The Facility Medical Executive Committee of the Medical Staff recommends the following physicians and allied health practitioners and certifies they have met the requirements set forth in the bylaws:

1. Associate Staff Appointment:

a. Jyothsna Bandaru, M.D. – Internal Medicine b. Sara Eiseler, M.D. – Internal Medicine c. Melissa Gibson, M.D. – Palliative Medicine d. Michael Mishkin, D.O. – Cardiology e. Susan Morgan, M.D. – Oncology/Hematology f. Natalia Partain, M.D. – Surgical Oncology (Breast)

2. Privileges Only Appointment:

a. Elizabeth Arguelles, M.D. - General Surgery b. Kathleen Dixon, M.D. – Family Medicine c. Tyler Spradling, D.O. – Family Medicine

3. M.S. and A.P.P. Reappointments – 04-01-20 to 03-31-2022 (list attached)

4. Privilege Request:

a. William Evans, M.D. – Refer and follow privileges b. Nelayda Fonte, D.O. – Robotic first assist privileges c. Pierre Herard, M.D. – Pain Management d. Rishi Ramlogan, M.D. – Advanced Robotics – gastric sleeve e. Moses Shieh, D.O. – Advanced Robotics – gastric sleeve f. Glenn Tovar Dias, M.D. – Refer and follow privileges

5. Resignations:

a. Cesar Cereijo, D.O. – Orthopedic Surgery, effective 02-14-20 b. Adolfo Delgado, M.D. – Internal Medicine, effective 04-01-20 c. Melwyn D’Souza, M.D. – Internal Medicine, effective 04-01-20 d. Raynita D’Souza, M.D. – Internal Medicine, effective 04-01-20 e. Michelle Goni, M.D. – Teleradiology, effective 02-23-20

Memorandum to Board of Directors - LMH March 18, 2020 Page 2 of 2


f. David Gutstein, M.D. – Gastroenterology, LOA expired, 03-25-20 g. Jorge Guzman, M.D. – Internal Medicine, effective 04-01-20 h. Susan Krieger, M.D. – Palliative Medicine, effective 04-01-20 i. Nosheen Mazhar, M.D. – Rheumatology, effective 01-01-20 j. Nelly Perez, M.D. – Internal Medicine, effective 04-01-20 k. Christopher Robben, M.D. – Emergency Medicine, effective 02-15-20 l. Jaime Salvatore, M.D. – Teleradiology, effective 02-05-20 m. Ernst Vieux, Jr., M.D. – Trauma Surgery, LOA expired, 04-01-20

6. Status Change:

a. Emilio Del Valle, M.D. – Pediatrics, Honorary, effective 12-15-19 b. Douglas Newland, M.D. – Neurology, Honorary, effective 01-31-20

7. Leave of Absence :

a. Edward Kirsch, D.O. – Internal Medicine, medical leave 02-01-20 – 08-01-20 8. Advanced Practice Providers:

a. Aida Brax, PA – Gulf View General Surgery b. Dara Bornstein, CNM – LPG Women’s Health Professionals c. Shayla Daschle, CNM – Family Health Centers – OB/Gyn d. Victoria Kern, PA – LPG Pulmonary, Critical Care & Sleep Medicine e. Colleen McGonagle, PA – SW FL Neurosurgical Associates f. Cartyna Patterson, APRN – Gulf Shore Internal Medicine g. Tracy Pelletier, APRN – LPG Skilled Nursing Facility Program h. Delaney Semancik, PA – LPG Lee Neurosurgery i. Stacy Szczygiel, PA – LPG Pulmonary, Critical Care, Sleep Medicine

9. Advanced Practice Provider – Privilege Request:

a. Tiara Phillips, APRN – Intubation, Central venous catheter placement, Arterial line placement

Approved by the Board of Directors – March 26, 2020

________________________________________________ David F. Collins, Chairman - Board of Directors


LEE HEALTH

Lee County, Florida #2

M E M O R A N D U M To: Board of Directors From: Nancy A. Taylor, CPMSM, CPCS Director, Centralized Credentialing Services Subject: Cape Coral Hospital Medical Staff Recommendations Date: March 18, 2020 The Facility Medical Executive Committee of the Medical Staff recommends the following physicians and allied health practitioners and certifies they have met the requirements set forth in the bylaws:



2. Intrasystem Application:

a. Ashwani Sethi, M.D. - Gastroenterology 3. M.S. and A.P.P. Reappointments – 04-01-20 to 03-31-2022 (list attached)


a. Glenn Tovar Dias, M.D. – Refer and follow privileges 5. Resignations:

a. Melwyn D’Souza, M.D. – Internal Medicine, effective 04-01-20 b. Raynita D’Souza, M.D. – Internal Medicine, effective 04-01-20 c. Michelle Goni, M.D. – Teleradiology, effective 02-23-20 d. Ariel Figueredo, M.D. – OB/Gyn, effective 03-01-20 e. Susan Krieger, M.D. – Palliative Medicine, effective 04-01-20 f. Nosheen Mazhar, M.D. – Rheumatology, effective 01-01-20 g. Albert Pescitelli, M.D. – OB/Gyn, effective 03-01-20 h. Christopher Robben, M.D. – Emergency Medicine, effective 02-15-20 i. Jaime Salvatore, M.D. – Teleradiology, effective 02-05-20

6. Status Change:


Memorandum to Board of Directors - CCH March 18, 2020 Page 2 of 2




a. Amy Dupont, PA – CCH ER Physicians b. Victoria Kern, PA – LPG Pulmonary, Critical Care & Sleep Medicine c. Colleen McGonagle, PA – SW FL Neurosurgical Associates d. Cartyna Patterson, APRN – Gulf Shore Internal Medicine e. Tracy Pelletier, APRN – LPG Skilled Nursing Facility Program f. Victoria Rivera, APRN – CCH ER Physicians g. Delaney Semancik, PA – LPG Lee Neurosurgery h. Stacy Szczygiel, PA – LPG Pulmonary, Critical Care, Sleep Medicine


a. Tiara Phillips, APRN – Intubation, Central venous catheter placement, Arterial line placement




LEE HEALTH

Lee County, Florida #3

M E M O R A N D U M

To: Board of Directors From: Nancy A. Taylor, CPMSM, CPCS Director, Centralized Credentialing Services Subject: Gulf Coast Medical Center Medical Staff Recommendations Date: March 18, 2020 The Facility Medical Executive Committee of the Medical Staff recommends the following physicians and allied health practitioners and certifies they have met the requirements set forth in the bylaws:



2. Intrasystem Application:

a. Jessica Abruzzino, D.O. - Family Medicine b. Jorge Guzman, M.D. – Internal Medicine c. Adriana Loukanova, M.D. – Internal Medicine d. Milena Loukanova, M.D. – Internal Medicine e. Nelly Perez, M.D. – Internal Medicine



a. Jonathan Daitch, M.D. – Pain Management b. Ivan Samcam, M.D. – Pain Management c. Glenn Tovar Dias, M.D. – Refer and follow privileges

5. Resignations:

a. Cesar Cereijo, D.O. – Orthopedic Surgery, effective 02-14-20 b. Michelle Goni, M.D. – Teleradiology, effective 02-23-20 c. David Gutstein, M.D. – Gastroenterology, LOA expired, 03-25-20 d. Susan Krieger, M.D. – Palliative Medicine, effective 04-01-20 e. Nosheen Mazhar, M.D. – Rheumatology, effective 01-01-20 f. Jaime Salvatore, M.D. – Teleradiology, effective 02-05-20

Memorandum to Board of Directors - GCMC March 18, 2020 Page 2 of 2


g. Craig Barkley, M.D. –Urology, effective 03-09-20 h. James Borden, M.D. –Urology, effective 03-09-20 i. Paul Bretton, M.D. –Urology, effective 03-09-20 j. Blake Evans, M.D. –Urology, effective 03-09-20 k. Jasper Rizzo, D.O. –Urology, effective 03-09-20 l. Michael Strickland, D.O. –Urology, effective 03-09-20

6. Status Change:




a. Shayla Daschle, CNM – Family Health Centers – OB/Gyn b. Frances Haas, APRN – LPG Skilled Nursing Facility Program c. Victoria Kern, PA – LPG Pulmonary, Critical Care & Sleep Medicine d. Colleen McGonagle, PA – SW FL Neurosurgical Associates e. Cartyna Patterson, APRN – Gulf Shore Internal Medicine f. Tracy Pelletier, APRN – LPG Skilled Nursing Facility Program g. Delaney Semancik, PA – LPG Lee Neurosurgery h. Stacy Szczygiel, PA – LPG Pulmonary, Critical Care, Sleep Medicine


a. Nelson Guzman, PA – Intubation, Hemodialysis catheter placement, Arterial line placement, Thoracostomy, Paracentesis, Thoracentesis





#4

M E M O R A N D U M To: Board of Directors From: Nancy A. Taylor, CPMSM, CPCS Director, Centralized Credentialing Services Date: March 18, 2020 Subject: HealthPark Medical Center Medical Staff Recommendations The Facility Medical Executive Committee of the Medical Staff recommends the following physicians and allied health practitioners and certifies they have met the requirements set forth in the bylaws:





a. Jane Daniel, M.D. – OB privileges b. William Evans, M.D. – Refer and follow privileges c. Nelayda Fonte, D.O. – Robotic first assist privileges d. Pierre Herard, M.D. – Pain Management e. Glenn Tovar Dias, M.D. – Refer and follow privileges

4. Resignations:

a. Cesar Cereijo, D.O. – Orthopedic Surgery, effective 02-14-20 b. Adolfo Delgado, M.D. – Internal Medicine, effective 04-01-20 c. Melwyn D’Souza, M.D. – Internal Medicine, effective 04-01-20 d. Raynita D’Souza, M.D. – Internal Medicine, effective 04-01-20 e. Michelle Goni, M.D. – Teleradiology, effective 02-23-20 f. David Gutstein, M.D. – Gastroenterology, LOA expired, 03-25-20 g. Susan Krieger, M.D. – Palliative Medicine, effective 04-01-20 h. Nosheen Mazhar, M.D. – Rheumatology, effective 01-01-20 i. Christopher Robben, M.D. – Emergency Medicine, effective 02-15-20 j. Jaime Salvatore, M.D. – Teleradiology, effective 02-05-20 k. Ernst Vieux, Jr., M.D. – Trauma Surgery, LOA expired, 04-01 -20

Memorandum to Board of Directors - HPMC March 18, 2020 Page 2 of 2


5. Status Change: a. Emilio Del Valle, M.D. – Pediatrics, Honorary, effective 12-15-19 b. Douglas Newland, M.D. – Neurology, Honorary, effective 01-31-20



a. Dara Bornstein, CNM – LPG Women’s Health Professionals b. Shayla Daschle, CNM – Family Health Centers – OB/Gyn c. Victoria Kern, PA – LPG Pulmonary, Critical Care & Sleep Medicine d. Colleen McGonagle, PA – SW FL Neurosurgical Associates e. Cartyna Patterson, APRN – Gulf Shore Internal Medicine f. Tracy Pelletier, APRN – LPG Skilled Nursing Facility Program g. Delaney Semancik, PA – LPG Lee Neurosurgery h. Stacy Szczygiel, PA – LPG Pulmonary, Critical Care, Sleep Medicine





#5

M E M O R A N D U M To: Board of Directors From: Nancy A. Taylor, CPMSM, CPCS Director, Centralized Credentialing Services Date: March 18, 2020 Subject: Golisano Children’s Hospital of Southwest Florida

Medical Staff Recommendations The Facility Medical Executive Committee of the Medical Staff recommends the following physicians and allied health practitioners and certifies they have met the requirements set forth in the bylaws:


a. Joshua Colvin, M.D. – Pediatric Emergency Medicine 2. A.P.P. Reappointments – 04-01-20 to 03-31-2022 (list attached)

3. Resignations:

a. Susan Krieger, M.D. – Palliative Medicine, effective 04-01-20 b. Elizabeth Whitaker, M.D. – Pediatrics, effective 02-14-20

4. Status Change:

a. Emilio Del Valle, M.D. – Pediatrics, Honorary, effective 12-15-19 5. Advanced Practice Providers:

a. Dara Bornstein, CNM – LPG Women’s Health Professionals b. Shayla Daschle, CNM – Family Health Centers – OB/Gyn



COMMITTEES’ SUMMARIES & RECOMMENDATIONS

Governance Committee Summary and

Recommendations

Donna Clarke, Board Treasurer, Committee Chair

1

Governance Committee Meeting Verbal Update – 3/12/2020

Presented by Donna Clarke, Committee Chair Governance Committee Meeting Verbal Update (Donna Clarke) Thank you Mr. Chairman. We had another very productive Governance Committee meeting on March 12. All members were in attendance and all were very engaged, asked thoughtful questions and were important contributors to the meeting’s success. I want to remind Board Members that the Committee packet is available on the website and the minutes will be posted on the Board’s website. Committee Recommendations to the Board We have several items that the Committee is bringing to the Board for its consideration and approval including:

• Approval of various recommendations related to Board policies; • Approval of Community Members for Board Committees; and • Approval of Physician Members for Board Committees

In addition, other topics reviewed by the Governance Committee included: Board Member and Community Chair Assignments to Board Committees, a Streamlined Approach for Medical Staff Credentialing, and Board Team Building. Policies The Committee reviewed a number of policies that were due for review based upon established review dates. The policies were organized in the five categories. (1) Combined Policies, (2) Refer to Board Committee for Review, (3) Review with No Revisions, (4) Review with Revisions, (5) Policies to consider to Retire. After review and discussion, the committee voted 4-0 to recommend to the full Board of Directors:

(1) the combination of three policies into one policy entitled “Mission, Vision and Values”; (2) the combination of two policies into one policy entitled “Orientation of New Board Members and Board Member Education”;

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(3) approval of six policies with revisions; (3) approval of eight policies without revisions; and (4) approval to retire one policy

The Governance Committee also referred two policies to the Finance and Investment Committee for review and comment back to the Governance Committee relating to Investment Management and Capital Assets. Board Committee Assignment With regard to Board Committee Assignments, the Committee reviewed the process for populating Board Committees. This is the first time that the Governance Committee has undertaken this review because the Governance Task Force performed the work last year. The Board approved process is drawn from a number of sources, which the Committee reviewed: Committee Charters, the Board’s Omnibus Policy on Committees, the Board Member Committee Assignment Process, and the Board Committee Community and Physician Member Appointment Process. Pursuant to these various resources, the Board Chair appoints Board Members and Committee Chairs to Board Committees, unless the Charter requires otherwise. The full Board appoints Community Members and Physician Members to Board Committees. To assist the Committee with its review, as Chair of the Governance Committee, I sent letters to Board Members requesting their feedback regarding their preferred Committee Assignment. I also sought input from Committee Chairs regarding their Committee Members and overall reflections about their Committees. I encouraged all Board Members to renew their service on the Committees to which they are currently appointed to help build skills and subject matter expertise, which is a governance best practice for committee work. Every Board Member responded with feedback and I want to thank everyone for their participation in this process. Board Member and Committee Chair Assignment The Committee reviewed all of the feedback received from Board Members. All Committee Chairs indicated a desire to continue serving as Committee Chair. However, pursuant to the Finance and Investment Committee Charter, the Board Treasurer serves as the Committee Chair. Therefore, by virtue of being elected Board Treasurer, I am now the Finance and Investment Committee Chair. It is generally understood that Board Members would not chair more than one

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Committee. So, the Governance Committee discussed who, amongst its members, it would recommend to the Board Chair to serve as the Governance Committee Chair. There was good and thoughtful discussion amongst the Committee Members. Board Member Jessica Carter Peer enthusiastically showed interest in serving as Committee Chair and discussed her commitment to the role. The Committee considered Jessica Carter Peer’s multifaceted governance experience when discussing her interest in serving as Committee Chair. After review and discussion, the Committee voted 4-0 to recommend to the Board Chair that Jessica Carter Peer serve as Governance Committee Chair. After further review and discussion, the Committee voted 4-0 to recommend to the Board Chair that all other Committee Chairs remain in place. The Committee Chairs recommended by the Governance Committee to the Board Chair are, as follows:

• Governance Chair: Jessica Carter Peer • Quality, Safety, Patient Experience Chair: Therese Everly • Community Health Improvement Chair: Chris Hansen • Audit Chair: Nancy McGovern • Finance and Investment Chair (by Charter): Donna Clarke

As for Board Member Committee Assignments, generally, most Board Members indicated a desire to remain on their existing Committees. A few Board Members provided additional specific feedback. Board Member Steve Brown, who serves on only one Committee given his prior role as Board Chair, would like to also serve on the Governance Committee. Board Member Therese Everly indicated she would like to remain on the QSPE Committee and would also like to serve on the Governance Committee; however, she also indicated it would be fine to remain on the Community Health Improvement Committee. The Committee reviewed the feedback and discussed various options, including a future review of the Board Assignment process and Committee Charters as we identify opportunities for improvement. The Committee specifically referenced potentially reviewing the number of Board Members appointed to each Committee, which is set forth in each Committee Charter. Because all Board Members generally indicated a desire to remain on their current committees, and given the value of stability to the Board and the organization, the Committee voted 4-0 to recommend to the Board Chair that all

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Board Members remain serving on the Committees to which they are currently assigned.

Community Member Committee Assignment The Committee next reviewed feedback from Committee Chairs regarding the Community Members serving on their Committees. In their feedback, every Committee Chair recommended that the Community Members be reappointed. Given the overwhelming support from the Committee Chairs, the Governance Committee discussed and voted 4-0 to recommend to the full Board of Directors that all Community Members continue serving on their Committees, as follows:

• Finance & Investment: Peter Andruskiewicz and David Klein • Community Health Improvement: David Berger, MD and Minnie Jackson,

BSN, MS • Audit: Tami Cindrich, CPA, CHBC and Bill Foster, CPA

Physician Member Committee Assignment With respect to Physician Members, each of the Committee Chairs recommended that their Committee’s Physician Members be reappointed. In addition to feedback from Committee Chairs the Governance Committee also sought feedback for reappointment from the Medical Executive Committees for the QSPE Committee and from the Physician Leadership Council for the Finance and Investment and Community Health Improvement Committees. The Medical Executive Committees for Lee Memorial Hospital, Cape Coral Hospital, Gulf Coast Medical Center and Golisano Children’s Hospital all recommended reappointment of the same Physician Members to the QSPE Committee. The Medical Executive Committee for HealthPark Medical Center recommended a new Physician Member for the QSPE, Dr. Escarcega, because Dr. Badov is now providing more services at Lee Memorial Hospital. Based on a review of the recommendations, the Governance Committee voted 4-0 to recommend the following Physician Members for the QSPE Committee to the full Board of Directors:

• Asif Azam, MD, Lee Memorial Hospital • Keri Mason, DO, Cape Coral Hospital,

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• Larry Hobbs, MD, Gulf Coast Medical Center • Eric Eason, DO, Golisano Children’s Hospital • Orlando Escarcega, MD, HealthPark Medical Center

In addition, and contingent upon a favorable recommendation from the Physician Leadership Council, the Governance Committee also voted 4-0 to recommend the following Physician Members for Board Committees to the full Board of Directors:

• Community Health Improvement: Joanna Muller Carioba, MD • Finance and Investment: William Hearn, DO

Medical Staff Credentialing Recommendations The Committee also discussed a new format for the Board’s review of Medical Staff Credentialing Recommendations. At a previous Board Meeting a question was raised as to whether Medical Staff Credentialing recommendations should be placed on the Board of Directors Consent Agenda. The question was referred to the Governance Committee for discussion, along with a suggestion for the Medical Staff Credentialing recommendations to be accompanied by an executive summary. The Committee reviewed a proposed executive summary as well as a new condensed format for reporting the Medical Staff Credentialing recommendations. The new format includes all of the same information but, rather than having a separate detailed recommendation for each facility, it consolidates the information by physician. After discussion, the Committee voted 4-0 to recommend to the Board Chair that the Medical Staff Credentialing recommendations be placed on the Board’s Consent Agenda with an executive summary that will provide an overview of observations and trends. The Committee also agreed that the new format was helpful and discussed that the Board Coordinator should confer with the Board Chair regarding the proposed changes to the Medical Staff Credentialing recommendations. Board Team Building Finally, Carol Simonds and Amy Webb, with Lee Health’s Leadership and Organizational Development department, presented the Committee with an idea for a Board team building workshop. The concept revolves around using the DISC

6

profile, which is a behavior assessment tool that identifies different communication styles. The Committee discussed the proposal including whether it would be a full-day or half-day event and the required pre-work, which consists of an on-line test to help determine each Board Member’s DISC profile. After evaluating the usefulness of such an exercise, the Committee agreed to continue exploring the proposal. The Board Coordinator will work with the Leadership and Organizational Development team on further details. Conclusion As you can see, the Governance Committee is working hard on behalf of the Board. I want to thank Sandy, Diane and Jessica for their focus and engagement. Mr. Chairman, that concludes my report.


BBBOOOAAARRRDDD OOOFFF DDDIIIRRREEECCCTTTOOORRRSSS


DATE: March 26, 2029 LEGAL SERVICE REVIEW? YES X NO__ SUBJECT: Routine Review of Board Policies REQUESTOR & TITLE: Donna Clarke, Governance Committee Chair

PREVIOUS BOARD ACTION ON THIS ITEM (IF ANY) (justification and/or background for recommendations – internal groups which support the recommendation) See each policy for previous reviews and actions by the Board of Directors. SPECIFIC PROPOSED MOTION:

Motion to approve the recommendations of the Governance Committee relating to Board policies as presented.

FINANCIAL IMPLICATIONS Budgeted Account ____ Non-Budgeted ____ (Annual Project Budget and Total Project Budget) None STAFFING & OPERATIONAL IMPLICATIONS - Not applicable (including FTEs, facility needs, etc.) None PURPOSE/REASON FOR RECOMMENDATION

• To periodically review the Board of Directors’ policies to ensure its policies reflect the Board’s with current practices

SUMMARY (including alternatives considered, Pros and Cons) The Governance Committee reviewed 22 Board policies and determined to recommend to the Board of Directors the following: (1) to combine three policies (10.01, 10.02, 10.03) into one policy (10.01);

(2) to combine two policies (10.10, 10.12) into one policy (10.10)

(3) to approve six policies (10.49, 20.12, 20.15, 20.16, 20.17, 40.11) with revisions;

(4) to approve eight policies (10.15, 10.21, 10.22, 10.28, 10.29, 30.01, 40.01, 40.09) without revisions;

(5) to retire one policy (10.37)

(6) to refer two policies (20.01, 20.09) to the Finance and Investment Committee for review and recommendation to the Board of Directors

See the detailed summary included in the Board’s meeting packet.



BBBOOOAAARRRDDD OOOFFF DDDIIIRRREEECCCTTTOOORRRSSS RECOMMENDED FOR BOARD ACTION

(Action includes Acceptance, Approval, Adoption, etc)


DATE: March 26, 2020 LEGAL SERVICE REVIEW? YES X NO__ SUBJECT: Community Member Assignment to Board Committees REQUESTOR & TITLE: Donna Clarke, Governance Committee Chair

PREVIOUS BOARD ACTION ON THIS ITEM (IF ANY) (justification and/or background for recommendations – internal groups which support the recommendation) On May 30, 2019, the Governance Task Force presented its recommendations to the full Board of Directors for Community Member assignments to Board Committees, which the Board discussed and approved. SPECIFIC PROPOSED MOTION:

Motion to approve all Community Members to continue serving on the Committees to which they are currently assigned until the next Community Member reappointment cycle. Community Members to continue serving on Board Committees include:

• Finance & Investment: Peter Andruskiewicz and David Klein • Community Health Improvement: David Berger, MD and Minnie Jackson, BSN, MS • Audit: Tami Cindrich, CPA, CHBC and Bill Foster, CPA

FINANCIAL IMPLICATIONS Budgeted Account ___ Non-Budgeted ____ (Annual Project Budget and Total Project Budget) – None identified STAFFING & OPERATIONAL IMPLICATIONS - Not applicable (including FTEs, facility needs, etc.) PURPOSE/REASON FOR RECOMMENDATION Pursuant to Board Policy 10.57, Board Committee Community and Physician Member Appointment Process, the motion reflects a recommendation based upon feedback from the current Committee Chairs regarding the Community Members serving on Board Committees.

SUMMARY (including alternatives considered, Pros and Cons) On March 12, 2020, the Governance Committee considered the feedback from the Committee Chairs regarding the Community Members serving on certain Board Committees. All of the relevant Committee Chairs recommended that the Community Members continue serving on the Committees to which they are currently assigned.






DATE: March 26, 2020 LEGAL SERVICE REVIEW? YES X NO__ SUBJECT: Physician Member Appointment to Board Committees REQUESTOR & TITLE: Donna Clarke, Governance Committee Chair

PREVIOUS BOARD ACTION ON THIS ITEM (IF ANY) (justification and/or background for recommendations – internal groups which support the recommendation) On May 30, 2019, the Board of Directors approved the appointment of the following members of the Medical Staff to serve as Physician Members of the Community Health Improvement Committee of the Board and Finance & Investment Committee of the Board, respectively: Joanna Muller Carioba, MD and William Hearn, DO. SPECIFIC PROPOSED MOTION: 1. Motion to approve the appointment of Joanna Muller Carioba, MD, to continue to serve as a

Physician Member on the Community Health Improvement Committee of the Board until the next Physician Member reappointment cycle, contingent upon a favorable recommendation from Physician Leadership Council.

2. Motion to approve the appointment of William Hearn, DO, to continue to serve as a Physician

Member on the Finance & Investment Committee of the Board until the next Physician Member reappointment cycle, contingent upon a favorable recommendation from Physician Leadership Council.

FINANCIAL IMPLICATIONS Budgeted Account ___ Non-Budgeted ____ (Annual Project Budget and Total Project Budget) – None identified STAFFING & OPERATIONAL IMPLICATIONS - Not applicable (including FTEs, facility needs, etc.) PURPOSE/REASON FOR RECOMMENDATION Pursuant to Board Policy 10.57, Board Committee Community and Physician Member Appointment Process, the motion reflects a recommendation based upon feedback from the current Committee Chairs regarding the Physician Members serving on Board Committees.

SUMMARY (including alternatives considered, Pros and Cons) On March 12, 2020, the Governance Committee considered feedback from the relevant Committee Chairs regarding the Physician Members serving on certain Board Committees. The Committee Chairs recommended the Physician Members continue serving on the Board Committees. The Governance Committee concurred with the recommendation contingent upon a favorable recommendation from Physician Leadership Council which is expected to consider its recommendation to the Board on March 30, 2020.






DATE: March 26, 2020 LEGAL SERVICE REVIEW? YES X NO__ SUBJECT: Physician Member Appointment to the Quality, Safety & Patient Experience Committee of the Board REQUESTOR & TITLE: Donna Clarke, Governance Committee Chair PREVIOUS BOARD ACTION ON THIS ITEM (IF ANY) (justification and/or background for recommendations – internal groups which support the recommendation) On April 25, 2019, the Board of Directors approved the appointment of the following members of the Medical Staff from each Lee Health hospital to serve as Physician Members of the Quality, Safety & Patient Experience Committee of the Board: Asif Azam, MD, Keri Mason, DO, Larry Hobbs, MD, Eric Eason, DO and Mitko Badov, MD. SPECIFIC PROPOSED MOTION:

Motion to approve the following physicians to serve as Physician Members on the Quality, Safety, & Patient Experience Committee until the next Physician Member reappointment cycle, contingent upon favorable recommendations from each of the Medical Executive Committees:

• Asif Azam, MD, Lee Memorial Hospital • Keri Mason, DO, Cape Coral Hospital, • Larry Hobbs, MD, Gulf Coast Medical Center • Eric Eason, DO, Golisano Children’s Hospital • Orlando Escarcega, MD, HealthPark Medical Center

FINANCIAL IMPLICATIONS Budgeted Account ___ Non-Budgeted ____ (Annual Project Budget and Total Project Budget) – None identified STAFFING & OPERATIONAL IMPLICATIONS - Not applicable (including FTEs, facility needs, etc.) PURPOSE/REASON FOR RECOMMENDATION Pursuant to Board Policy 10.57, Board Committee Community and Physician Member Appointment Process, the motion reflects a recommendation based upon feedback from the current Committee Chair regarding the Physician Members serving on the Board Committee. The current Physician Member from HealthPark Medical Center requested the MEC consider a new Physician Member due to a change in the member’s practice location.

SUMMARY (including alternatives considered, Pros and Cons) On March 12, 2020, the Governance Committee considered the feedback from the Committee Chair that the current Physician Members continue to serve on the Quality, Safety & Patient Experience Committee. The Governance Committee also considered a recommendation from the HealthPark Medical Center Medical Executive Committee that Orlando Escarcega, MD, serve as the Physician Member from HealthPark Medical Center.



BOARD OF DIRECTORS

PRESIDENT’S AND PLC REPORT

Larry Antonucci, MD, President & CEO

William Hearn, D.O., PLC Chair

BOARD RESOLUTION AUTHORIZING DIRECT LOAN

for COVID-19 FINANCIAL IMPACT

Ben Spence Chief Financial & Business Services Officer





DATE: March 26, 2020 LEGAL SERVICE REVIEW? Yes SUBJECT: Resolution authorizing direct loan to increase liquidity for COVID 19 financial impact REQUESTOR & TITLE: Ben Spence, Chief Financial & Business Services Officer

PREVIOUS BOARD ACTION ON THIS ITEM (IF ANY) (justification and/or background for recommendations – internal groups which support the recommendation) N/A SPECIFIC PROPOSED MOTION:

Motion to request Board approval to adopt a resolution authorizing and approving a direct loan in the principal amount not to exceed $102,000,000 for the purpose of financing capital projects of the System and/or refinancing outstanding debt of the system; approving a form of loan agreement; authorizing the execution and delivery of documents and the taking of all other necessary actions in connection with the loan; providing for severability; and providing an effective date.

FINANCIAL IMPLICATIONS Budgeted Account ___ Non-Budgeted __x__ (Annual Project Budget and Total Project Budget) STAFFING & OPERATIONAL IMPLICATIONS (including FTEs, facility needs, etc.) none PURPOSE/REASON FOR RECOMMENDATION The purpose of this request is to give the system additional liquidity in preparation for the reduction in cash flow due to COVID-19.

SUMMARY (including alternatives considered, Pros and Cons) Management is seeking approval of the attached resolution. This will allow management the authority to increase liquidity (available cash) for the system in preparation of the anticipated reductions in available cash flow available to fund operations and capital due to COVID-19. Any excess liquidity remaining after cash flow returns to normal levels can be used to pay off the existing 2015 Bank of America loan with a current balance of $49.5 million. This would generate a financial benefit from the anticipated historic low interest rate on the new debt that is lower than the existing debt and will result in net present value savings and improvement in our annual debt service coverage ratio.


1 010-9038-8666/1 019366.00023

A RESOLUTION AUTHORIZING AND APPROVING A DIRECT LOAN IN THE PRINCIPAL AMOUNT OF NOT TO EXCEED $102,000,000 FOR THE PURPOSE OF FINANCING CAPITAL PROJECTS OF THE SYSTEM AND/OR REFINANCING OUTSTANDING DEBT OF THE SYSTEM; APPROVING A FORM OF LOAN AGREEMENT; AUTHORIZING THE EXECUTION AND DELIVERY OF DOCUMENTS AND THE TAKING OF ALL OTHER NECESSARY ACTIONS IN CONNECTION WITH THE LOAN; PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE.

WHEREAS, the Lee Memorial Health System (the “System”) is a body corporate established pursuant to Chapter 2000-439 Laws of Florida, as amended (the “Act”); and

WHEREAS, the Board of Directors of the System (the “Board”) is authorized by the Act, among other things, to provide at one time or from time to time for the issuance of revenue bonds for the purpose of financing or refinancing the cost of acquisition and construction of extensions and additions to any hospital buildings and facilities of the System; together with equipment required in connection therewith; and

WHEREAS, the Board has previously authorized certain capital improvements to the System’s healthcare system and facilities, including, in particular, the Gulf Coast Medical Center expansion and has previously paid for capital improvements to and equipment for other facilities (collectively, the “Project”); and

WHEREAS, the Board has previously issued and there remains outstanding debt obligations of the System (the “Outstanding Debt”); and

WHEREAS, the Board desires to authorize and approve (i) the borrowing for the purpose of financing or refinancing the acquisition, construction and equipping of certain capital improvements to the System’s healthcare system and facilities, including, without limitation, the Project (the “Loan”), (ii) the payment of any and all costs associated with the Loan, and (iii) such other action as may be necessary or incidental in connection with the foregoing; and

WHEREAS, the Board entered into a Master Trust Indenture (herein described) which governs the issuance from time to time of indebtedness of the Board and the Board intends to deliver a Supplemental Indenture thereunder for the Bonds issued hereunder and the Obligation described therein which will secure the Loan; and

WHEREAS, the Board has determined that a negotiated sale of the Loan is in the best interests of the Board, based on the findings contained in this Resolution, and in connection therewith hereby determines that it is in the best interests of the System to authorize the Designated Officers (defined herein) select a Lender, approve the final terms of the Loan, and to execute and deliver a Loan Agreement in substantially the form contained herein, subject to certain conditions set forth herein; and

2 010-9038-8666/1 019366.00023

WHEREAS, there have been presented at this meeting draft copies of the following documents relating to the Loan:

1. a form of Supplemental Indenture for Obligation No. 33 (the “Supplemental Indenture”), by and between the Board and the Master Trustee under the Master Trust Indenture, which provides for the delivery of an Obligation, to be dated the date of delivery thereof (the “Obligation”), issued by the Board to the Lender to secure the Board’s obligations under the Loan; and

2. a form of a Loan Agreement between the Board and the Lender (the “Loan Agreement”).

NOW THEREFORE, THE LEE MEMORIAL HEALTH SYSTEM BOARD OF DIRECTORS DOES HEREBY RESOLVE, AS FOLLOWS:

Section 1. Capitalized words and terms used in this Resolution and not defined herein shall have the same meanings in this Resolution as such words and terms are given in the Master Indenture. In addition, the following terms have the following meanings, unless the context clearly requires otherwise:

“Lender” means the lender selected by the Designated Officer, upon the advice of the Chief Financial Officer as provided in Section 2 hereof.

“Master Indenture” means Master Trust Indenture, dated as of April 1, 1997, as amended and supplemented among the Board and Cape Memorial Hospital Inc., as the initial Members of the Obligated Group (as defined in the Master Indenture), and Regions Bank, as successor master trustee.

Section 2. Pursuant to the authority granted to it by the Act, the Board hereby authorizes the incurrence of debt in the aggregate principal amount of not to exceed $102,000,000 in the form of a direct loan from the Lender as provided in Section 3 hereof.

The Loan shall be dated as of the date of funding and shall mature in such amounts and at such times, shall bear interest at a fixed or variable rate of interest and shall have such amortization requirements as to be set forth in the Loan Agreement. The Board designates the Chairman, Vice Chairman, Treasurer and Secretary of the Board, as well as the President and Chief Financial Officer of the System, each as Designated Officers of the Board for purposes of this Resolution.

Working with the Systems’ financial advisor, Ponder & Co., the Chief Financial Officer of the System will request and receive financing proposals from several potential lenders and will provide the Designated Officer his recommendation as to the Lender to be selected to provide the Loan on the basis of the most favorable interest rate option provided, as well as other favorable terms. The Designated Officer, on the basis of such recommendation shall select the Lender and approve the final form of the Loan Agreement.

Section 3. The Board hereby finds that the use of the proceeds of the Loan to finance a portion of the costs of the Project (including the payment of the costs of issuance thereof) will accomplish the public purposes set forth in the Act. Additionally, the Board hereby finds that in

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lieu of financing the costs of the Project, the refinancing of Outstanding Debt will also accomplish the public purposes set forth in the Act, if such refinancing is approved by the Designated Officer, upon the recommendation of the Chief Financial Officer that such refinancing is favorable to the System.

The forms, terms and provisions of the Loan Agreement and the Supplemental Indenture are hereby approved in all respects, and the Designated Officers are hereby each authorized and directed to execute and deliver such agreements and documents in substantially the forms presented at this meeting, together with such changes, modifications and deletions as the officer signing such documents, with the advice of counsel, may deem necessary and appropriate, including but not limited to changes, modifications and deletions necessary to incorporate the final terms of the Loan; and such execution and delivery shall be conclusive evidence of the approval and authorization thereof by the Board

Section 4. The Treasurer of the Board is hereby authorized to attest to the execution of any and all documents necessary for the issuance and delivery of the Bonds in the event the Secretary is otherwise unavailable for such purpose.

Section 5. Each Designated Officer is hereby authorized and directed (without limitation except as may be expressly set forth herein) to take such action and to execute and deliver any such documents, certificates, undertakings, agreements or other instruments as such officer, with the advice of counsel, may deem necessary or appropriate to effect the transactions contemplated by this Resolution, including without limitation, one or more tax compliance certificates with respect to matters relating to the exclusion from gross income of interest on the Loan.

This Resolution shall take effect immediately upon its passage.

Passed and adopted this ______ day of ____________, 2020.

LEE MEMORIAL HEALTH SYSTEM BOARD OF DIRECTORS By: Board Chairman

(SEAL) ATTEST: By: Board Secretary

2020 Loan Agreement 010-9038-9952/1/AMERICAS

LOAN AGREEMENT

Dated as of _________, 2020

between

LEE MEMORIAL HEALTH SYSTEM, as Borrower

and

[LENDER], as Lender

TABLE OF CONTENTS Page

i 2020 Loan Agreement 010-9038-9952/1/AMERICAS

ARTICLE I DEFINITIONS ....................................................................................................... 2

Section 1.01. Certain Defined Terms ...................................................................... 2 Section 1.02. Computation of Time Periods ........................................................... 6 Section 1.03. Accounting Terms .............................................................................. 6

ARTICLE II TERMS OF THE LOAN ..................................................................................... 6

Section 2.01. Terms of the Loan. ............................................................................. 6 Section 2.02. Transfers ............................................................................................. 6 Section 2.03. Payments and Computations ............................................................ 7 Section 2.04. Evidence of Debt ................................................................................ 7 Section 2.05. Security for Promissory Note ............................................................ 7

ARTICLE III CONDITIONS OF MAKING LOAN ............................................................... 7

Section 3.01. Conditions Precedent to the Making of the Loan ........................... 7

ARTICLE IV REPRESENTATIONS AND WARRANTIES AND SECURITY FOR PROMISSORY NOTE ......................................................................... 9

Section 4.01. Representations and Warranties of the Borrower .......................... 9

ARTICLE V COVENANTS OF THE BORROWER ............................................................ 12

Section 5.01. Affirmative Covenants..................................................................... 12 Section 5.02. Negative Covenants .......................................................................... 15 Section 5.03. Tax Covenants of Borrower. ........................................................... 15

ARTICLE VI EVENTS OF DEFAULT .................................................................................. 16

Section 6.01. Events of Default .............................................................................. 16 Section 6.02. Rights Upon an Event of Default .................................................... 18 Section 6.03. No Remedy Exclusive ...................................................................... 19 Section 6.04. Waiver of Events of Default ............................................................ 19

ARTICLE VII MISCELLANEOUS ........................................................................................ 19

Section 7.01. Amendments, Etc ............................................................................. 19 Section 7.02. Notices ............................................................................................... 19 Section 7.03. No Waiver ......................................................................................... 20 Section 7.04. Binding Effect ................................................................................... 20 Section 7.05. Severability ....................................................................................... 20 Section 7.06. Headings............................................................................................ 20 Section 7.07. Prior Agreements Superseded ........................................................ 20 Section 7.08. Counterparts .................................................................................... 20 Section 7.09. Right of Setoff ................................................................................... 20

TABLE OF CONTENTS (continued)

Page

ii 2020 Loan Agreement 010-9038-9952/1/AMERICAS

Section 7.10. No Third Party Beneficiaries .......................................................... 21 Section 7.11. Applicable Law; Jurisdiction .......................................................... 21 Section 7.12. Borrower-Lender Relationship....................................................... 21 Section 7.13. Term of Loan Agreement ................................................................ 21 Section 7.14. Costs, Expenses and Taxes .............................................................. 21 Section 7.15. Waiver of Jury Trial ........................................................................ 22 Section 7.16. USA Patriot Act Notice .................................................................... 22

2020 Loan Agreement 010-9038-9952/1/AMERICAS

LOAN AGREEMENT

This LOAN AGREEMENT (this “Loan Agreement”) is dated as of __________, 2020 and is between LEE MEMORIAL HEALTH SYSTEM (formerly known as Hospital Board of Directors of Lee County, Florida) (the “Borrower”), a public body corporate established pursuant to Chapter 2000-439 Laws of Florida, as amended (the “Act”), acting by and through its Board of Directors (the “Board”), and [LENDER], a national banking association (“Lender”).

RECITALS:

WHEREAS, the Borrower has requested, and Lender has agreed, that Lender will loan to the Borrower the principal amount of $_________________ (the “Loan”), which will be evidenced by a promissory note dated of even date hereof made by the Borrower to the order of Lender in the principal amount of $_________________ (with all renewals, extensions, or modifications thereto, the “Promissory Note”); and

WHEREAS, the Borrower entered into a Master Trust Indenture, dated as of April 1, 1997 (together with all supplements and amendments thereto as therein permitted, the “Master Indenture”) among the Borrower (in its previous capacity as the Hospital Board of Directors of Lee County, Florida) and Cape Memorial Hospital Inc., as the initial Members of the Obligated Group (as defined in the Master Indenture), and Regions Bank, as successor master trustee (the “Master Trustee”), which governs the issuance from time to time of indebtedness of the Board; and

WHEREAS, the Borrower is presently a Member of the Obligated Group and is the Obligated Group Representative (as defined in the Master Indenture); and

WHEREAS, simultaneously with the making of the Loan and delivery of the Promissory Note and as collateral security for the Borrower’s obligations under this Loan Agreement, the Borrower, as issuer of Obligations (as defined in the Master Indenture) under and pursuant to the Master Indenture, will execute and deliver its Obligation No. 33, dated the date of delivery thereof (“Obligation No. 33”), to Lender; and

WHEREAS, under the laws of the State of Florida, including the Act, the Borrower, acting by and through the Board is authorized to enter into this Loan Agreement, to deliver the Promissory Note as hereinafter provided, and to do or cause to be done all the acts and things herein provided or required to be done as hereinafter covenanted.

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, including the covenants, terms and conditions hereinafter appearing, and in order to induce Lender to make the Loan, the parties hereto agree as follows:

2 2020 Loan Agreement 010-9038-9952/1/AMERICAS

ARTICLE I DEFINITIONS

Section 1.01. Certain Defined Terms. When used in this Loan Agreement (except as otherwise expressly provided or unless the context otherwise requires), the following terms shall have the meanings specified in the foregoing introductory paragraph and recitals:

Act Board Borrower Lender Loan Master Indenture Master Trustee Obligation No. 33 Promissory Note

Capitalized terms not otherwise defined in the foregoing introductory paragraph, foregoing recitals or herein shall have the meanings assigned to them in the Related Documents. As used in this Loan Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Banking Day” means a day other than (a) a Saturday or Sunday or (b) a day on which the office of the Lender specified in or pursuant to Section 7.02 hereof is lawfully closed.

“Bond Counsel” means Squire Patton Boggs (US) LLP, or any other attorney at law or firm of attorneys of nationally recognized standing in matters pertaining to the federal tax exemption of interest on obligations issued by states and political subdivisions, and duly admitted to practice law before the highest court of any state of the United States of America, selected by the Borrower and reasonably acceptable to the Lender. Squire Patton Boggs (US) LLP shall serve as initial Bond Counsel.

“Closing Date” means ____________, 2020.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, including, when appropriate, the statutory predecessor of the Code, and all applicable regulations (whether proposed, temporary or final) under the Code and the statutory predecessor of the Code, and any official rulings and judicial determinations under the foregoing. Unless otherwise indicated, reference to a Section means that Section of the Code, including such applicable Treasury Regulations, rulings, announcements, procedures and determinations pertinent to that Section.

“Debt” means for any Person, (i) all indebtedness of such Person for borrowed money or for the deferred purchase price of Property or services rendered in full, (ii) all obligations of such Person under any conditional sale or other title retention agreement relating to Property purchased by such Person, (iii) all indebtedness for borrowed money or for the deferred purchase price of Property or services rendered in full secured by (or for which the holder of such indebtedness has


an existing right, contingent or otherwise, to be secured by) any Lien on any Property owned by such Person, whether or not such indebtedness has been assumed, (iv) all obligations of such Person under direct or indirect guaranties in respect of, and obligations (contingent or otherwise) to purchase or otherwise acquire, or otherwise to assure a creditor against loss in respect of, indebtedness or obligations of others of the kinds referred to in clause (i) through (iv) above, and (v) all current or past due liabilities of such Person in respect of unfunded vested benefits under plans covered by Title IV of ERISA.

“Default” has the meaning assigned to that term in Section 6.01 of this Loan Agreement.

“Default Rate” means the lesser of (i) the then Applicable Rate (as defined in the Promissory Note) plus 3% per annum and (ii) the maximum rate permitted by law.

“Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.

“Environmental Event” means (i) the generation, storage, disposal, removal, transportation or treatment of Hazardous Substances on any Property owned, occupied or operated by the Borrower (including the Hospital) in violation of the applicable Environmental Laws; provided that the generation, storage, disposal, removal, transportation or treatment of Hazardous Substances in accordance with applicable Environmental Laws and proper safety procedures in the normal course of the Borrower’s operations shall not be deemed to constitute an Environmental Event; or (ii) the receipt by the Borrower of any notice or claim of any violation of any Environmental Law alleged to have resulted from, or of any action based upon nuisance, negligence or other tort theory alleging liability on the basis of, improper generation, storage, disposal, removal, transportation or treatment of Hazardous Substances on any Property owned, occupied or operated by the Borrower (including the Hospital); or (iii) the presence or release of Hazardous Substances on any Property owned, occupied or operated by the Borrower (including the Hospital) that has resulted in contamination or deterioration of any portion thereof in a level of contamination greater than the levels permitted or established by any Governmental Authority having jurisdiction over the Borrower or its Property, including the Hospital.

“Environmental Laws” means any and all federal, state and local statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or other governmental restrictions relating to the environment or the generation, storage, disposal, removal, transportation or treatment of any materials that affect the environment.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time. “ERISA Group” means any trade or business (whether or not incorporated) which is a member of a group of which the Borrower is a member and which is under common control within the meaning of Section 414 of the Code and the regulations promulgated and rulings issued thereunder.

“Event of Default” has the meaning assigned to that term in Section 6.01 of this Loan Agreement.


“Favorable Opinion of Bond Counsel” means, with respect to any action the taking of which requires such an opinion, an unqualified opinion of Bond Counsel addressed to the Lender and upon which the Lender may rely to the effect that such action will not impair the exclusion of interest on the Promissory Note or Obligation No. 33 from gross income for purposes of federal income taxation (subject to the inclusion of any exceptions contained in the opinion delivered upon the original delivery of the Promissory Note and Obligation No. 33).

“Generally Accepted Accounting Principles” or “GAAP” means those principles of accounting set forth in statements of the Financial Accounting Standards Board or which have other substantial authoritative support and are applicable in the circumstances as of the date of a report, as such principles are from time to time supplemented and amended, and as such principles are applied to governmental entities.

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank).

“Governing Body” of any specified Person means the board of directors or board of trustees of such Person or any duly authorized committee of that board, or if there be no board of directors or board of trustees, then the person or body that pursuant to law or the Organizational Documents of such Person is vested with powers similar to those vested in a board of trustees or a board of directors.

“Hazardous Substances” means hazardous, toxic or dangerous waste, substance or material defined as such in (or for purposes of) or subject to regulation under any Environmental Laws.

“Hospital” means, collectively, all facilities of the Borrower or any Affiliate of the Borrower at which acute care medical services or other health care services are provided, and all additions, improvements, extensions, alterations, and appurtenances thereto, all equipment used in connection therewith, and all real property upon which the same are located, whether now or hereafter existing.

“Legal Requirement” means any law, statute, ordinance, decree, requirement, order, judgment, rule or regulation (or interpretation of any of the foregoing) of, and the terms of any license or permit issued by, any Governmental Authority.

“Lender” shall mean Lender as the initial holder of the Promissory Note, or any other holder of or participant in any Promissory Note.

“Lien” means, as applied to the Property or assets (or the income or profits therefrom) of any Person (in each case, whether the same is consensual or non-consensual or arises by contract, operation of law, legal process or otherwise): (i) any mortgage, lien, pledge, attachment, charge, lease evidencing a capitalized lease obligation, conditional sale or other title retention agreement, or other security interest or encumbrance of any kind in respect of any Property of such Person, or


upon the income or profits therefrom; or (ii) any arrangement, expressed or implied, under which any Property of such Person is transferred, sequestered or otherwise identified for the purpose of subjecting or making available the same for the payment of debt or performance of any other obligation in priority to the payment of the general, unsecured creditors of such Person.

“Loan Agreement” means this Loan Agreement and any amendments or supplements hereto.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“Officer’s Certificate” means, with respect to any specified Person, a certificate signed by the Chairman of the Governing Body, the President, the Senior Vice President, or the chief financial officer of such Person (or, in the case of any Person that is not a corporation, by the managing partner of such Person) or in any case by such other Person in which the power to act on behalf of such Person is vested by law, the Organizational Documents of such Person or by subsequent action of its Governing Body, evidenced by a writing and delivered to the Lender.

“Organizational Documents” means, for the Borrower, the Act, and for any corporation means the articles of incorporation, certificate of incorporation, corporate charter or other document pursuant to which such corporation was organized, and its by-laws or code of regulations each as amended from time to time, and as to any Person, means the instruments pursuant to which such Person was created and which govern its powers and the authority of its representatives to act on its behalf.

“PBGC” means the Pension Benefit Guaranty Corporation or any successor thereto.

“Permitted Liens” is defined in the Master Indenture.

“Person” means any individual, joint venture, corporation, company, voluntary association, partnership, limited liability company, trust, joint stock company, unincorporated organization, association, government, or any agency, instrumentality, or political subdivision thereof, or any other form of entity. “Plan” means an employee benefit plan (other than a Multiemployer Plan) maintained for employees of the Borrower or any member of its ERISA Group and covered by Title IV of ERISA.

“Plan Termination Event” means (i) a “reportable event” described in Section 4043 of ERISA and the regulations issued thereunder (other than a “reportable event” not subject to the provision for 30-day notice to the PBGC under such regulations), or (ii) the withdrawal of the Borrower or any member of its ERISA Group from a Plan during a plan year in which it was a “substantial employer” as defined in Section 4001(a)(2) of ERISA, or (iii) the filing of a notice of intent to terminate a Plan or the treatment of a Plan amendment as a termination under Section 4041 of ERISA, or (iv) the institution of proceedings to terminate a Plan by the PBGC, or (v) any other event or condition that might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan.

“Related Documents” means the Promissory Note, the Loan Agreement, Obligation No. 33, and the Master Indenture.


“Resolution” means the resolution adopted by the Borrower on January 30, 2020, as amended and supplemented, which among other things authorized the execution and delivery of this Loan Agreement and the delivery of the Promissory Note.

“Sanction(s)” means any international economic sanction administered or enforced by the United States Government (including, without limitation, OFAC), the United Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority.

“Supplement No. 33” means the Supplemental Indenture for Obligation No. 33 dated as of _________________, 2020, by and between the Borrower and the Master Trustee.

Section 1.02. Computation of Time Periods. In this Loan Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.”

Section 1.03. Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with Generally Accepted Accounting Principles consistently applied, except as otherwise stated herein.

ARTICLE II TERMS OF THE LOAN

Section 2.01. Terms of the Loan.

Making of the Loan. On the Closing Date, and upon fulfillment of the applicable conditions set forth herein, the Lender shall loan to the Borrower the principal amount of $_________________. The obligation of the Borrower to repay the Loan shall be evidenced by the Promissory Note. The Promissory Note shall bear interest at the rate set forth therein and shall be payable as set forth therein.

Use of Proceeds. The Borrower shall use proceeds of the Loan solely for the purpose of financing certain capital improvements of the Borrower.

Section 2.02. Transfers. The Promissory Note shall be and shall have the qualities and incidents of negotiable instruments under the laws of the State of Florida and the Lender, in accepting the Promissory Note, shall be conclusively deemed to have agreed that the Promissory Note shall be and have all of such qualities and incidents of negotiable instruments.

The Lender acknowledges that it has no present intent to sell or transfer the Promissory Note and that any sale or transfer of the Promissory Note (which must in whole and not in part) shall comply with applicable law, including applicable federal and state securities law. Prior to any such transfer the Lender shall provide to the Borrower evidence and assurances satisfactory to the Borrower that the Lender has complied with the foregoing provisions. Upon delivery of such evidence, the Borrower take such steps as are necessary to reflect the transfer of the Promissory Note upon its books. No transfer of Promissory Note shall be made unless Obligation No. 32 is also transferred to the same person.


Section 2.03. Payments and Computations. The Borrower shall make each payment due to the Lender hereunder and under the Promissory Note not later than 5:00 p.m. (_______________ time), on the day when due in lawful money of the United States of America to the Lender at its address referred to in Section 7.02 hereof or such other place as may be designated by the Lender to the Borrower in same day funds. Computations of any interest, fees or commissions hereunder or under the Related Documents shall be made by the Lender on the basis of a year of 360 days [comprised of twelve 30 days months][for the actual number of days (including the first day but excluding the last day) elapsed. Whenever any payment to be made hereunder shall be stated to be due on a day which is not a Banking Day, such payment may be made on the next succeeding Banking Day and such extension of time shall in such case be included in the computation of payment of interest, fee or commission, as the case may be. Any amount payable by the Borrower to the Lender which is not paid when due shall bear interest, from the date such amount was due until the date of payment in full, at the Default Rate, payable on the first to occur of the date of payment in full of such amount or demand by the Lender.

Section 2.04. Evidence of Debt. The Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower under the Loan from time to time and the amounts of principal, interest and fees payable and paid from time to time. In any legal action or proceeding in respect of this Loan Agreement, the entries made in such account or accounts shall be conclusive evidence of the existence and amounts of the obligations of the Borrower therein recorded, absent manifest error.

Section 2.05. Security for Promissory Note. The Promissory Note shall be secured by Obligation No. 33 ratably and on a parity with any Obligation duly issued pursuant to the provisions of the Master Indenture. The pledge of and lien on the Obligation No. 33 shall attach at the time of delivery of the Promissory Note.

Obligation No. 33 shall for all purposes be considered to be an Obligation issued under the authority of Article II of the Master Indenture and shall be in all respects entitled to all of the security, rights, protections and privileges provided in and by the Master Indenture for Obligations. The covenants and agreements set forth in the Master Indenture to be performed by the Borrower shall be for the equal benefit, protection and security of the Lender.

ARTICLE III CONDITIONS OF MAKING LOAN

Section 3.01. Conditions Precedent to the Making of the Loan. The obligation of the Lender to make the Loan is subject to the condition precedent that the Lender shall have received on or before the Closing Date the following, each dated such date, in form and substance satisfactory to the Lender:

Organization; Authority. The Lender shall receive proof acceptable to the Lender, as applicable, of the organization, due incorporation, good standing and authorization to enter into the transaction contemplated hereby, for the Borrower.

Governmental Authorizations and Approval; Certifications. Prior to the closing, the Borrower shall provide to the Lender (1) copies of all governmental and other licenses,


permits, approvals and authorizations necessary for the Borrower to occupy and operate its facilities, licensing by the Florida Agency for Health Care Administration and accreditation by The Joint Commission or DNV Healthcare Inc., and certification for participation in the Medicare and Medicaid programs; (2) an Officer’s Certificate, dated the date of the closing, in form and substance satisfactory to the Lender to the effect that (a) the representations and warranties of the Borrower contained in this Loan Agreement are true and correct as of the date of closing, (b) none of the proceedings or authority for the issuance of the Promissory Note or Obligation No. 33 securing the Promissory Note and the execution and delivery of the Related Documents have been modified, amended or repealed, (c) there is currently no Event of Default or event that with notice or lapse of time or both would become an Event of Default hereunder, and (d) the interest rate on the Promissory Note is in compliance with the applicable maximum interest rate provisions contained in Section 215.84, Florida Statutes, as amended. All of said licenses, permits, authorizations, approvals, certificates and other information required under this section (b) shall be in form and content satisfactory to Lender and Lender’s Counsel.

Borrower Counsel Opinion. The Lender shall have received the opinion of Knott, Ehelini & Hart,Fort Myers, Florida, counsel to the Borrower, addressed to and in form and substance satisfactory to the Lender.

Opinion of Bond Counsel. The Lender shall have received a written opinion of Squire Patton Boggs (US) LLP, Bond Counsel, addressed to and in form and substance acceptable to the Lender.

Loan Documents. The Lender shall have received executed originals of this Loan Agreement, Obligation No. 33 and the Promissory Note, and a copy of the other Related Documents.

Resolution. The Lender shall have received a copy of the Resolution, certified as of the date of delivery of the Promissory Note by an authorized officer, authorizing, among other things the execution, delivery and performance of this Loan Agreement, the Supplement No. 33, Obligation No. 33 and the other Related Documents, in each case, to which it is a party, and approving the issuance and delivery of the Promissory Note.

No Default. No Event of Default shall have occurred and be continuing as of the Closing Date or will result from the establishment of the Loan.

Fees Payable. The fees and expenses of counsel to Lender in the amount of $___________, shall have been paid by the Borrower.

Other Documents. The Lender shall have received such other documents, certificates and opinions as such Lender or its counsel shall have reasonably requested.


ARTICLE IV REPRESENTATIONS AND WARRANTIES AND

SECURITY FOR PROMISSORY NOTE

Section 4.01. Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender as follows:

The Borrower is a special purpose unit of local government created pursuant to the Act, and is duly organized, validly existing and in good standing under the laws of the State of Florida. The Borrower has all requisite power and authority to conduct its business, to own its properties, and to execute, deliver and perform all of its obligations under each of the Related Documents to which it is a party.

The execution, delivery and performance by the Borrower of the Related Documents to which it is a party are within the Borrower’s powers, have been duly authorized by all necessary action and do not, and will not, contravene (i) any provision of the Organizational Documents of the Borrower, (ii) any law, rule regulation, judgment, order, ruling or other instrument or (iii) any contractual restriction binding on or affecting the Borrower, and do not result in or require the creation of any lien, security interest or other charge or encumbrance (except pursuant to, or as contemplated by, this Loan Agreement or the Master Indenture) upon or with respect to any of its properties.

No authorization or approval or other action by, and no notice to or filing with, any Governmental Authority, or regulatory body is required for the due execution, delivery and performance by the Borrower of any Related Document to which the Borrower is a party, except as have been duly obtained or made and are in full force and effect.

Each Related Document to which the Borrower is a party when delivered hereunder will be, legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, liquidation, moratorium or other similar laws affecting the enforcement of creditors’ rights generally under United States laws, and except as such enforceability may be limited by general principles of equity (regardless of whether enforceability is sought in a proceeding at law or in equity).

The obligations of the Borrower under Obligation No. 33 will be secured on the date of delivery thereof on a parity basis with all other Obligations issued under the Master Indenture.

There is no pending or threatened action, investigation or proceeding before any court, governmental agency or arbitrator against or affecting the Borrower or any Affiliate of the Borrower that would, if decided adversely to the Borrower, materially adversely affect the financial condition or operations of the Borrower or such Affiliate or the ability of the Borrower or such Affiliate to perform its obligations hereunder or under any of the Related Documents or that purports to affect the legality, validity or enforceability of any Related Document.

The Borrower and each of its Affiliates have filed all income tax returns and all other material tax returns that are required to be filed by such Person and have paid all taxes


due pursuant to such returns or pursuant to any assessments received by such Person. The charges, accruals and reserves on the books of the Borrower and its Affiliates in respect of taxes or other governmental charges are adequate.

The consolidated balance sheets of the Borrower and its Affiliates as of September 30, 2019 and the related statements of revenues and expenses and changes in fund balances and of changes in financial position of the Borrower and its Affiliates for the fiscal period then ended, copies of which have been furnished to the Lender (the “Submitted Financial Statements”), fairly represent the financial condition of the Borrower and its Affiliates as of such date and the period ended on such date, all prepared in accordance with generally accepted accounting principles consistently applied, and there has been no material adverse change in such condition or operations since the date of the Submitted Financial Statements.

As of the date hereof, the Borrower has no outstanding Debt, other than Debt arising hereunder or under the Related Documents, except as reflected on the Submitted Financial Statements.

The Borrower and each of its Affiliates has good and marketable title to all of its Property reflected in the Submitted Financial Statements and all such Property is free and clear of any other Lien, except as reflected in such Submitted Financial Statements. The Borrower has such trademarks, trademark rights, trade names, trade name rights, franchises, copyrights, patents, patent rights and licenses as to allow it to conduct its business as now operated, without known conflict with the rights of others.

Neither the Borrower nor any of its Affiliates is in default under (and no event has occurred that with the lapse of time or notice or action by a third party could result in a default under) any instrument evidencing any Debt or under any agreement relating thereto or any indenture, mortgage, deed of trust, security agreement, lease, franchise or other agreement or other instrument to which any such Person is a party or by which any such Person or any of its Property is subject or bound.

Neither the Borrower nor any of its Affiliates is in violation of any legal requirements to which any are subject, nor has any such Person failed to obtain any licenses, permits, franchises or other governmental authorizations necessary to the ownership of their respective Property or to the conduct of its respective business, which violation or failure to obtain materially adversely affects the business, prospects, profits, Property or condition (financial or otherwise) of any such Person. Neither the Borrower nor any of its Affiliates is involved in any violation of any regulation or guideline of the Federal Equal Employment Opportunity Commission or the Federal Occupational Safety and Health Administration or of the statutes under which such agencies are constituted and no such Person has received notice of noncompliance from any such agencies.

The material Property used or to be used in the continuing operations of the Borrower is in good repair, working order and condition.


Neither the Borrower nor any of its Affiliates is an “investment company,” or a company “controlled” by an investment company, within the meaning of the Investment Company Act of 1940, as amended.

Neither the Borrower nor any of its Affiliates is a “holding company,” or a “subsidiary company” of a “holding company,” or an “affiliate” of a “holding company,” or an affiliate of a “subsidiary company” of a “holding company,” as such terms are defined in the Public Utility Holding Company Act of 1935, as amended.

No Plan Termination Event has occurred with respect to any Plan. Each Plan established or maintained by the Borrower and each member of its ERISA Group is in compliance with all applicable provisions of ERISA, and the Borrower and all of its ERISA Group have filed all reports required by ERISA and the Code to be filed with respect to each Plan. The Borrower has no knowledge of any event that could result in a liability of the Borrower or its ERISA Group to the PBGC, whether under a Plan, a Multiemployer Plan, a Multiple Employer Plan, or otherwise. The Borrower and all of its ERISA Group have met all requirements with respect to funding the Plans imposed by ERISA or the Code. There have not been any nor are there now existing any events or conditions that would permit any Plan to be terminated under circumstances that would cause the lien provided under Section 4068 of ERISA to attach to the Property of the Borrower or its ERISA Group. The value of the Plans’ benefits guaranteed under Title IV of ERISA on the date hereof does not exceed the value of such Plans’ assets allocable to such benefits as of the date of this Loan Agreement. No “Prohibited Transaction” within the meaning of Section 406 of ERISA exists or will exist upon the execution and delivery of this Loan Agreement or any Related Document.

None of the proceeds of the Loan will be used to acquire any security in any transaction that is subject to Section 13 or 14 of the Securities Exchange Act of 1934, as amended.

The Borrower and each of its Affiliates carries insurance with reputable insurers or through a self-insurance program in respect of the Hospital and its other Property, in such amounts and against such risks as is customarily maintained by other governmental entities with similar operations.

The Borrower shall remain engaged in substantially the same business during the term of this Loan Agreement.

No part of the Loan proceeds will be used directly or indirectly for the purpose of purchasing or carrying, or for payment in full or in part of Debt that was incurred for the purposes of purchasing or carrying, any margin security as such term is defined in the Regulations of the Board of Governors of the Federal Reserve System.

All representations and warranties made by or on behalf of the Borrower herein shall survive the delivery of this Loan Agreement, and any investigation at any time made by or on behalf of the Lender shall not diminish its rights to rely thereon. All statements contained in any certificate, report, document or other instrument delivered by or on behalf of the Borrower under or pursuant to this Loan Agreement or in connection with the transactions contemplated hereby shall constitute representations and warranties made by the Borrower hereunder.


The Borrower and its Property, including, but not limited to the Hospital, are in compliance with all Environmental Laws and no Environmental Event has occurred.

The Borrower is, and after the funding of the Loan, will be, solvent.

The Borrower (a) is not currently the subject of any Sanctions, (b) is not located, organized or residing in any Designated Jurisdiction, or (c) is not nor has been (within the previous five (5) years) engaged in any transaction with any Person who is now or was then the subject of Sanctions or who is located, organized or residing in any Designated Jurisdiction. The Loan proceeds have not been used, directly or indirectly, to lend, contribute, provide or otherwise be made available to fund any activity or business in any Designated Jurisdiction or to fund any activity or business of any Person located, organized or residing in any Designated Jurisdiction or who is the subject of any Sanctions, or in any other manner that will result in any violation by any Person of Sanctions.

The Borrower has conducted its business in compliance with the United States Foreign Corrupt Practices Act of 1977 and has instituted and maintained policies and procedures designed to promote and active compliance with such laws.

ARTICLE V COVENANTS OF THE BORROWER

Section 5.01. Affirmative Covenants. So long as the Promissory Note shall be outstanding, or the Borrower shall have any obligation to pay any amount to the Lender hereunder or under any other Related Document, unless the Lender shall otherwise consent in writing, the Borrower shall:

Preservation of Legal Existence, Etc. Except as otherwise permitted under the Master Indenture, preserve and maintain, and cause each of its Affiliates to preserve and maintain, its legal existence and all rights, privileges and franchises necessary and desirable in the normal conduct of its business and in the performance of its obligations under the Related Documents and not dissolve or otherwise discontinue its existence or operations. The Borrower will obtain and maintain all licenses and certificates of need required for the operation of its facilities, including the Hospital. Notwithstanding the foregoing, the Borrower shall be entitled to abandon, or dissolve, or liquidate Affiliates which in its good faith estimation do not add to its overall economic wellbeing.

Compliance with Laws, Etc. Comply, and cause each of its Affiliates to comply, with all Legal Requirements applicable to such Person or the Hospital.

Payment of Taxes, Etc. Pay and discharge, and cause each of its Affiliates to pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and governmental charges or levies imposed upon it or upon its Property, and (ii) all lawful claims that, if unpaid, might by law become a lien upon such Person’s Property, provided, however, that no such Person shall be required to pay and discharge or cause to be paid and discharged any such tax, assessment, governmental charge, or claim to the extent that the amount, applicability, or validity thereof shall currently be contested in good faith by appropriate proceedings, so long as


no tax sale does occur during such proceedings and such Person shall have established and shall maintain adequate reserves on its books for the payment of such amounts.

Visitation Rights. At any reasonable time and from time to time, upon reasonable notice and to the extent not prohibited by law, permit the Lender or representatives thereof, to examine and make copies of and abstracts from the records and books of account of, and visit the Hospital and other Properties of the Borrower and to discuss the affairs, finances and accounts of the Borrower and the Hospital with any of its officers.

Keeping of Books. Keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of the Hospital and the Borrower in accordance with generally accepted accounting principles consistently applied.

Maintenance of Properties, Etc. Maintain and preserve, and cause each of its Affiliates to maintain and preserve, all of its Properties, including the Hospital, that are used or useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted.

Incorporation by Reference. Perform and comply with each of the provisions of the Master Indenture, as in effect on the Closing Date, without giving effect to any amendment or supplement thereto unless approved in writing by the Lender.

Performance and Compliance with Other Covenants. Perform and comply in all material respects with each of the covenants binding on the Borrower set forth in the Related Documents, as in effect on the Closing Date or as such covenants may thereafter be amended or supplemented in accordance with the terms of this Loan Agreement.

Reporting Requirements. Furnish to the Lender the following:

(1) as soon as possible and in any event within five days after the occurrence of an Event of Default continuing on the date of such statement becomes known to any member of the Governing Board of the Borrower or any member of the senior management of the Borrower (i.e., any person at the level of department head or above in seniority), an Officer’s Certificate of the Borrower setting forth details of such Event of Default and the action that the Borrower proposes to take with respect thereto;

(2) within 45 days after the end of each of the first three quarters of each fiscal year of the Borrower, (a) a copy of consolidated cumulative quarterly financial statements of the Borrower and its Affiliates prepared by management in reasonable detail in a consistent manner reasonably acceptable to the Lender, and duly certified by the chief financial officer of the Borrower as having been prepared in accordance with generally accepted accounting principles consistent with those applied in preparation of the financial statements referred to in Section 5(i)(4) below, as well as a copy of any quarterly report submitted to the Municipal Securities Rulemaking Board Electronic Municipal Marketplace Access (EMMA) website.

(3) as soon as available and in any event within 180 days after the end of each fiscal year of the Borrower, (a) a copy of the annual audit report for such year, including


therein consolidated and consolidating balance sheets of the Borrower and its Affiliates as at the end of such fiscal year, and statements of revenue and expenses and changes in fund balances and of changes in financial position of the Borrower and its Affiliates for such fiscal year, in each case audited by independent accountants of recognized standing as may be acceptable to the Lender, as well as a copy of the Borrower’s annual report posted on EMMA.

(4) as soon as possible and in any event (A) within 15 days after the Borrower or any of its ERISA Group knows or has reason to know that a Plan Termination Event described in clause (i) of the definition of Plan Termination Event with respect to any Plan has occurred, and (B) within 10 days after the Borrower or any of its ERISA Group knows or has reason to know that any other Plan Termination Event with respect to any Plan has occurred, a statement of the chief financial officer of the Borrower describing such Plan Termination Event and the action, if any, which the Borrower or such ERISA Group proposes to take with respect thereto;

(5) promptly and in any event within five Business Days after receipt thereof by the Borrower or any of its ERISA Group from the PBGC, copies of each notice received by the Borrower or any member of such ERISA Group of the PBGC’s intention to terminate any Plan or to have a trustee appointed to administer any Plan;

(6) promptly and in any event within five Business Days after receipt thereof by the Borrower or any of its ERISA Group from a Multiemployer Plan sponsor, a copy of each notice received by the Borrower or any of its ERISA Group concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA;

(7) promptly, upon receipt thereof, copies of any notices that the Borrower receives with respect to the Hospital’s certification or failure to maintain certification for Medicare and Medicaid;

(8) such other information respecting the business, Property or the condition or operations, financial or otherwise, of the Borrower or the Project as the Lender may from time to time reasonably request.

Maintenance of Status, Accreditation, Etc. Maintain its exemption from federal and state income taxes, the licensing of the Hospital by the Florida Agency for Health Care Administration and its accreditation by The Joint Commission or DNV Healthcare Inc., and the Hospital’s certification for participation in the Medicare and Medicaid programs.

ERISA. Maintain, and cause each of its ERISA Group to maintain, Plan assets that are at least equal in value to Plan benefits guaranteed under Title IV of ERISA, and not permit any “Prohibited Transactions” within the meaning of Section 406 of ERISA or Section 4975 of the Code to occur.

Maintenance of Ratings. The Borrower shall maintain at least one long term rating (without regard to any liquidity or credit enhancement) of its debt secured under the Master Indenture in at least one of the following (i) the “BBB” category by Standard & Poor’s Corporation or (ii) the Baa2 by Moody’s Investors Service, Inc., or the (iii) the BBB category by Fitch Ratings; provided that no such ratings need be maintained on long-term debt that is not publicly offered as


long as one or more issues of the Borrower’s long-term publicly offered debt remains outstanding that has a rating compliant with the foregoing.

Further Assurances. Execute and deliver, or cause to be executed and delivered, to the Lender from time to time, promptly upon request therefor, any and all other and further instruments (including correction instruments) that may be reasonably requested by the Lender to cure any-deficiency in the execution and delivery of this Loan Agreement or any Related Document to which it is a party or more fully to describe particular aspects of any of the Borrower’s agreements and undertakings provided on this Loan Agreement or so intended to be.

Section 5.02. Negative Covenants. So long as the Promissory Note shall be outstanding or the Borrower shall have any obligation to pay any amount to the Lender hereunder or under any Related Document, the Borrower shall not, without the prior written consent of the Lender which shall not be unreasonably withheld:

Liens, etc. Incur, assume or suffer to exist any Lien upon or with respect to the Hospital or any of its other Property, whether now owned or hereafter acquired, or assign any right to receive income, in each case to secure Debt of any Person, except Permitted Liens.

Master Indenture. Cause or permit to exist any Event of Default, or event which with the passage of time or the giving of notice, or both, would constitute and Event of Default under the Master Indenture.

Amendment of Any Related Document. Enter into or consent to any amendment or modification of any Related Document, as in effect on the Closing Date.

Compliance with ERISA. (i) Terminate, or permit any ERISA Group member to terminate, any Plan so as to result in any material (in the opinion of any of the Lender) liability of the Borrower to the PBGC, nor (ii) permit to exist any occurrence of any Reportable Event (as defined in Title IV of ERISA), or any other event or condition, that presents a material (in the opinion of any of the Lender) risk of such a termination by the PBGC of any Plan.

Tax Exempt Nature of Note. Take or permit to be taken on its behalf any action that would adversely affect the exclusion from gross income for Federal income tax purposes of the interest paid on the Note.

Section 5.03. Tax Covenants of Borrower.

The Borrower hereby covenants and represents that it has taken and caused to be taken and shall make and take and cause to be made and taken all actions that may be required of it for the interest on the Promissory Note to be and remain excluded from the gross income of the Lender for federal income tax purposes to the extent set forth in the Code, and that to the best of its knowledge it has not taken or permitted to be taken on its behalf, and covenants that to the best of its ability and within its control, it shall not make or take, or permit to be made or taken on its behalf, any action which, if made or taken, would adversely affect such exclusion under the provisions of the Code.


The Borrower acknowledges that the continued exclusion of interest on the Promissory Note from gross income for federal income tax purposes depends, in part, upon compliance with the arbitrage limitations imposed by Sections 103(b)(2) and 148 of the Code. The Borrower hereby acknowledges responsibility to take all reasonable actions necessary to comply with these requirements. The Borrower hereby agrees and covenants that it shall not permit at any time or times any of the proceeds of the Promissory Note or other funds of the Borrower to be intentionally used, directly or indirectly, to acquire or to replace funds which were used directly or indirectly to acquire any higher yielding investments (as defined in Section 148 of the Code), the acquisition of which would cause the Promissory Note to be an arbitrage bond for purposes of Sections 103(b)(2) and 148 of the Code. The Borrower further agrees and covenants that it shall do and perform all acts and things necessary in order to assure that the requirements of Sections 103(b)(2) and 148 of the Code are met.

Specifically, without intending to limit in any way the generality of the foregoing, the Borrower covenants and agrees:

(1) to pay to the United States of America at the times required pursuant to Section 148(f) of the Code, the excess of the amount earned on all non-purpose investments (as defined in Section 148(f)(6) of the Code) (other than investments attributed to an excess described in this sentence) over the amount which would have been earned if such non-purpose investments were invested at a rate equal to the yield on the Promissory Note, plus any income attributable to such excess (the “Rebate Amount”);

(2) to maintain and retain all records pertaining to and to be responsible for making or causing to be made all determinations and calculations of the Rebate Amount and required payments of the Rebate Amount as shall be necessary to comply with the Code; and

(3) to comply with all representations and restrictions contained in the Tax Compliance Certificate executed by the Borrower in connection with the Promissory Note.

The Borrower understands that the foregoing covenants impose continuing obligations on it to comply with the requirements of Section 103 and Part IV of Subchapter B of Chapter 1 of the Code so long as such requirements are applicable.

ARTICLE VI EVENTS OF DEFAULT

Section 6.01. Events of Default. In addition to other events or circumstances that may be set forth in the Master Indenture, and at the option of the Lender, the following shall be “Events of Default” under this Loan Agreement, and the term “Event of Default” means, whenever used in this Loan Agreement, any one or more of the following events and the term “Default” shall mean the occurrence of any such event whether or not any required notice has been given or cure period has expired:

failure by the Borrower to make any payment required under the Promissory Note and such failure continues for a period of five (5) Business Days;


Any representation or warranty, deemed to be material by the Lender in its reasonable discretion, made or deemed made by the Borrower (or any of its officers) herein or by the Borrower in connection with this Loan Agreement or any of the Related Documents shall prove to have been incorrect in any material respect when made or deemed made; or

The Borrower shall fail to perform or observe any other term, covenant or agreement (other than a term, covenant, or agreement whose performance or observance is dealt with specifically elsewhere in this Section 6.01) contained in this Loan Agreement, on its part to be performed or observed and any such failure shall remain unremedied for 30 days after the Lender shall have given written notice of the occurrence thereof to the Borrower; or

Except for amounts being reasonably contested (as determined by the Lender) (i) the Borrower shall fail to pay any other Obligation or any interest or premium thereon, when due (whether by scheduled maturity, required prepayment, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to any such parity obligation; or (ii) the Borrower shall fail to pay any Debt (excluding Debt under this Loan Agreement and Nonrecourse Debt in an amount not to exceed $3,000,000), or any interest or premium thereon, when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt; or (iii) any other default under any agreement or instrument relating to any such Debt, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Debt; or any such Debt shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), prior to the stated maturity thereof; or

The Borrower shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Borrower seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or any substantial part of its Property and, if instituted against the Borrower shall remain undismissed for a period of 30 days or an “order for relief” as defined in the United States Bankruptcy Reform Act of 1978, as amended, shall be rendered prior to the expiration of that 30-day period; or any judgment, writ, warrant of attachment or execution or similar process shall be issued or levied against any substantial part of the Property of the Borrower and shall not be released, vacated or fully bonded within 10 days after its issue or levy, or the Borrower shall take any action to authorize any of the actions set forth above in this subsection (f); or

One or more judgments, decrees or orders for the payment of money in excess of $10,000,000 in the aggregate at any point in time (including interest and penalties, if any) shall be rendered against the Borrower or any of its Affiliates and either (i) enforcement proceedings shall have been commenced by any creditor upon any such judgment, decree or order, or (ii) there shall be any period of 20 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; provided


however, that, for purposes of clarification, no judgement, decree or order for payment of money for which a special claims bill is necessary shall be considered rendered against the Borrower unless and until such special claims bill has been passed in the Florida Legislature, signed by the Governor and becomes law; or

Any Plan Termination Event (other than the issuance of a notice of intent to terminate with respect to a “standard termination” as described in Section 4041(b) of ERISA) with respect to a Plan that the Lender determines in good faith might constitute grounds for the termination of any Plan by the PBGC or for the appointment of a trustee by the PBGC to administer any Plan shall have occurred, and, 30 days after notice thereof shall have been given by the Lender to the Borrower, (i) such Plan Termination Event (if correctable) shall not have been corrected, and (ii) the then present value of such Plan’s vested benefits exceeds the then current value of assets accumulated in such Plan; or

The Borrower or any member of its ERISA Group shall receive a notice of liability or demand for payment with respect to a Multiemployer Plan or a Multiple Employer Plan that the Lender determines in good faith could have a material adverse effect on the business or operations of such Person; or

An Environmental Event shall have occurred that in the opinion of the Lender materially adversely affects the financial condition, business or operations of the Borrower; or

The Promissory Note or Obligation No. 33 ceases to be valid and binding obligation of the Borrower, as determined by a court or governmental authority having jurisdiction over the Borrower, or the Borrower repudiates the Debt evidenced by the Promissory Note or Obligation No. 33; or

Any “Event of Default,” however defined, under any Related Document shall occur; or

The State of Florida or any other governmental authority having jurisdiction over the Borrower imposes a debt moratorium, debt restructuring, or comparable restriction on repayment when due and payable of the principal of or interest on any Obligations by the Borrower; or

The Lien of the Master Indenture or any other Related Documents shall cease to create a Lien on the collateral described therein.

Section 6.02. Rights Upon an Event of Default. Whenever any Event of Default referred to in Section 6.01 shall have occurred, the Lender may, but shall not be obligated to, give notice to the Master Trustee to accelerate Obligation No. 33 securing the loan pursuant to Section 4.02 of the Master Indenture and may, but shall not be obligated to, instruct the Master Trustee to institute suit pursuant to Section 4.03 of the Master Indenture and may, but shall not be obligated to, take any other action permitted to be taken by the Lender pursuant to the terms of the Master Indenture. Whenever any Event of Default under the Promissory Note or Loan Agreement shall have occurred, the Lender may, whether or not the Lender has undertaken any action set forth in the immediately preceding sentence of this Section 6.02, take whatever other action at law or in


equity is, in its judgment, necessary or desirable to enforce the performance, observance or compliance by the Borrower with any covenant, condition, or agreement under the Promissory Note or Loan Agreement. Notwithstanding the foregoing, the Lender agrees to provide the Borrower at least fifteen days within which to pay any accelerated payment pursuant to this Section 6.02. Notwithstanding the foregoing, it is not the intent of the parties that the foregoing shall create any superior right or lien in favor of the Lender over the holder of any other Obligation under the Master Indenture.

Section 6.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Lender is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Loan Agreement or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any Default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right and power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Lender to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than such notice as may be herein expressly required.

Section 6.04. Waiver of Events of Default. The Lender may waive any Event of Default hereunder and its consequences or rescind any declaration of acceleration of payments of the monies due hereunder. In case of any such waiver or rescission, or in case any proceeding taken by the Lender on account of any such Event of Default shall be discontinued or abandoned or determined adversely to the Lender, then and in every such case the Lender and the Borrower shall be restored to their former position and rights hereunder, but no such waiver or rescission shall extend to any subsequent or other Event of Default or impair any right consequent thereon.

ARTICLE VII MISCELLANEOUS

Section 7.01. Amendments, Etc. This Loan Agreement may not be amended, changed, modified, or altered, except with the prior written consent of the Lender.

Section 7.02. Notices. All notices and other communications provided for hereunder shall be in writing (including required copies) and sent by receipted hand delivery (including Federal Express or other receipted courier service) or certified or regular mail, at the following addresses, or, as to each party at such other address as shall be designated by such party in a written notice to the other party.

To the Borrower: Lee Memorial Health System 2776 Cleveland Avenue Fort Myers, Florida 33901 Attention: Chief Financial Officer

To the Lender: [LENDER]


Receipt of notices, certificates, or other communications hereunder shall occur upon actual delivery (whether by mail, messenger, courier service, or otherwise), as to the Borrower, to an officer, agent, or employee of the Borrower at any location where such person may be found and, as to any other party, to an officer, agent, or employee of such other party at the address of such party set forth above, subject to change as provided hereinabove. An attempted delivery in accordance with the foregoing, acceptance of which is refused or rejected, shall be deemed to be and shall constitute receipt; and an attempted delivery in accordance with the foregoing by mail, messenger, or courier service (whichever is chosen by the sender) which is not completed because of changed address of which no notice was received by the sender in accordance with this provision prior to the sending of the notice, certificate, or other communication shall also be deemed to be and constitute receipt.

Section 7.03. No Waiver. No failure on the part of the Lender to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right.

Section 7.04. Binding Effect. This Loan Agreement shall become effective when it shall have been executed by the Borrower and the Lender and thereafter shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lender. Nothing in this Agreement shall be construed to prohibit or restrict the Lender’s ability to pledge its rights under this Agreement and the Related Documents, to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release the Lender of its obligations hereunder or substitute any such pledgee or assignee as a party hereto.

Section 7.05. Severability. Any provision of this Loan Agreement which is prohibited, unenforceable or not authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition, unenforceability or non-authorization without invalidating the remaining provisions hereof or affecting the validity, enforceability or legality of such provision in any other jurisdiction.

Section 7.06. Headings. Article and section headings in this Loan Agreement are included herein for convenience of reference only and shall not constitute a part of this Loan Agreement for any other purpose.

Section 7.07. Prior Agreements Superseded. This Loan Agreement shall completely and fully supersede all prior undertakings or agreements, both written and oral, between the Borrower and the Lender relating to the transaction contemplated hereby.

Section 7.08. Counterparts. This Loan Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

Section 7.09. Right of Setoff. Lender hereby waives any right of offset the Lender may otherwise have with respect to any assets of the Borrower, but only with respect to the obligations


of the Borrower hereunder or under the Promissory Note. As long as the Promissory Note shall be outstanding, no other lender nor any holder of an Obligation shall have any right to set off against any deposits or other monies of any Member of the Obligated Group maintained with or for the benefit of such lender or holder of an Obligation.

Section 7.10. No Third Party Beneficiaries. Monitoring, inspections and review of financial information by the Lender may not be relied upon by the Borrower or any other person or entity and shall be for the sole benefit of the Lender. There are no third party beneficiaries of this Loan Agreement, and no person or entity other than the Lender and the Borrower shall be entitled to rely hereon or benefit herefrom.

Section 7.11. Applicable Law; Jurisdiction. The Borrower agrees that the Related Documents shall be governed by and construed under the laws of the State of Florida. The Borrower hereby acknowledges that (1) the negotiation, execution, and delivery of the Related Documents constitutes the transaction of business within the State of Florida, (2) any cause of action arising under any of said Related Documents will be a cause of action arising from such transaction of business, and (3) the Borrower understands, anticipates and foresees that any action for enforcement of the Promissory Note and Obligation No. 33 securing the Loan or the Related Documents may be brought against the Borrower in the State of Florida. To the extent allowed by law, the Borrower hereby submits itself to jurisdiction in the State of Florida for any action or cause of action arising out of or in connection with the Promissory Note and Obligation No. 33 securing the Loan or the Related Documents, agrees that venue for any such action shall be in Lee County, Florida, and waives any and all rights under the laws of any state to object to jurisdiction or venue within Lee County, Florida. Notwithstanding the foregoing, nothing contained in this section shall prevent the Lender, to the extent permitted by applicable law, from bringing any action or exercising any rights against the Borrower, any security for the Promissory Note or Obligation No. 33 securing the Loan, or any of the Borrower’s properties in any other county, state or jurisdiction. Initiating such action or proceeding or taking any such action in any other state shall in no event constitute a waiver by the Lender of the foregoing.

Section 7.12. Borrower-Lender Relationship. Nothing contained herein, or in any of the documents contemplated hereby, shall be deemed to render the Lender on the one hand, and the Borrower on the other hand, partners or joint venturers for any purpose.

Section 7.13. Term of Loan Agreement. This Loan Agreement shall be in full force and effect from the date hereof and shall continue in effect as long as either of the Promissory Note or the Obligation No. 33 are outstanding.

Section 7.14. Costs, Expenses and Taxes. The Borrower agrees to pay immediately when due all reasonable costs and expenses in connection with the administration and enforcement of or monitoring of compliance with this Loan Agreement and the Related Documents and any other documents which may be delivered in connection with this Loan Agreement or the transactions contemplated hereby, including, without limitation, the reasonable fees and out-of-pocket expenses of the Lender and of counsel and any agents or consultants for the Lender, with respect thereto and with respect to advising the Lender as to its rights and responsibilities under this Loan Agreement, and all reasonable costs and expenses (including counsel fees and expenses, including in connection with any appeal) in connection with the enforcement of this


Loan Agreement, the Related Documents and such other documents as may be delivered in connection herewith or therewith. In addition, the Borrower shall pay any and all stamps and other taxes and fees payable or determined to be payable in connection with the execution, delivery, filing and recording of this Loan Agreement, the Related Documents and such other documents, and agrees to save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees.

Section 7.15. Waiver of Jury Trial. To the extent permitted by applicable law, Borrower, as Obligated Group Representative, and the Lender hereby irrevocably waive any and all right to trial by jury in respect of any legal proceeding arising out of or relating to this Agreement, the Related Documents or the transactions contemplated thereby. This waiver is knowingly, willingly and voluntarily made by the Borrower, as Obligated Group Representative, and the Lender, and the Borrower, as Obligated Group Representative and the Lender hereby represent that no representations of fact or opinion have been made by any person or entity to induce this waiver of trial by jury or to in any way modify or nullify its effect. This provision is a material inducement for the parties entering into this Agreement. The Borrower, as Obligated Group Representative and Lender are each hereby authorized to file a copy of this section in any proceeding as conclusive evidence of this waiver of jury trial. The Borrower, as Obligated Group Representative, further represents and warrants that it has been represented in the signing of this Agreement and in the making of this waiver by independent legal counsel, or has had the opportunity to be represented by independent legal counsel selected of its own free will, and that it has had the opportunity to discuss this waiver with such independent legal counsel

Section 7.16. USA Patriot Act Notice. The Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow the Lender to identify the Borrower in accordance with the Patriot Act.

[SIGNATURE PAGE FOLLOWS]


IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.

LEE MEMORIAL HEALTH SYSTEM

By: Chairman, Board of Directors

[LENDER]

By: Name: Title:

010-9038-8874/1/AMERICAS

SUPPLEMENTAL INDENTURE FOR OBLIGATION NO. 33

by and between


(by and through its BOARD OF DIRECTORS)

and

REGIONS BANK, as Successor Master Trustee

Dated as of ______________, 2020

Supplementing the Master Trust Indenture

Dated as of April 1, 1997

Relating to Obligation No. 33

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SUPPLEMENTAL INDENTURE FOR OBLIGATION NO. 33

THIS SUPPLEMENTAL INDENTURE FOR OBLIGATION NO. 33, is made and entered into as of the _____ day of _________, 2020 (“Supplement No. 33”), by and between the Lee Memorial Health System (by and through its Board of Directors), a public body corporate, existing pursuant to Chapter 2000-439, Laws of Florida, as amended (“Lee Health”), and Regions Bank, as successor to SunTrust Bank, as successor to SunTrust Bank, Central Florida, National Association, a banking corporation organized and existing under the laws of the State of Alabama, as master trustee (the “Master Trustee”) under the Master Trust Indenture, dated as of April 1, 1997 as supplemented and amended (the “Master Indenture”), by and between the Master Trustee and Lee Health.

W I T N E S S E T H:

WHEREAS, Lee Health has entered into the Master Indenture which provides for the issuance, by any Member of the Obligated Group of its Obligations thereunder, upon such Member of the Obligated Group and the Master Trustee entering into an indenture supplemental to the Master Indenture to create Indebtedness; and

WHEREAS, Lee Health desires to issue Obligation No. 33 hereunder to evidence and secure its obligation for the repayment of certain Indebtedness to be incurred by Lee Health to _____________________ (the “Lender”), which Indebtedness is being incurred by Lee Health in connection with the financing of certain capital projects of Lee Health; and

WHEREAS, the Lender is willing to lend to Lee Health the amount of $_______________ in order to facilitate such financing on the terms and conditions set forth herein; and

WHEREAS, all acts and things necessary to constitute this Supplement No. 33 a valid indenture and agreement according to its terms have been done and performed, and Lee Health has duly authorized the execution and delivery hereof and of Obligation No. 33;

NOW, THEREFORE, in consideration of the premises, of the acceptance by the Master Trustee of the trusts hereby created, and of the giving of consideration for and acceptance of Obligation No. 33 by the Lender, Lee Health covenants and agrees with the Master Trustee, for the benefit of the Lender and any subsequent holders from time to time of Obligation No. 33, as follows:

Section 1. Definitions. For the purposes hereof unless the context otherwise indicates the following words and phrases shall have the following meanings:

All terms used herein that are defined in the Master Indenture shall have the meanings assigned to them therein.

“Lender” means __________________ as the holder of the Promissory Note and Obligation No. 33 or any other holder in the Promissory Note or Obligation No. 33.

“Lee Health” means the Lee Memorial Health System acting by and through its Board of Directors, or any legal successor to Lee Health under the laws of the State of Florida.

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“Loan Agreement” means that certain Loan Agreement dated ______________, 2020 between the Lender and Lee Health.

“Obligation No. 33” means the Obligation issued pursuant hereto.

“Promissory Note” means the promissory note in the original amount of $52,000,000 executed and delivered by Lee Health under the Loan Agreement.

“Supplement No. 33 means this Supplemental Indenture for Obligation No. 33.

Section 2. Issuance of Obligation No. 33. There is hereby created and authorized to be issued designated “Lee Memorial Health System Obligation No. 33” to evidence and secure Lee Health’ obligations to pay the Lender for all amounts due and payable under the Loan Agreement and the Promissory Note. Obligation No. 33 shall be dated the date of the delivery thereof, and shall be payable in such amounts, at such times and in such manner and shall have such other terms and provisions as are set forth in the form of Obligation No. 33 attached hereto as Appendix A.

The aggregate principal amount of Obligation No. 33 is limited to all amounts payable by Lee Health under the Loan Agreement, together with interest thereon as provided therein except for any Obligation authenticated and delivered in lieu of another Obligation as provided in Section VI hereof with respect to any Obligation destroyed, lost or stolen, or, subject to the provisions of Section V of this Supplement No. 33, upon transfer of registration of Obligation No. 33.

Section 3. Payments on Obligation No. 33; Credits. A. Payments under Obligation No. 33 are payable in any coin or currency of the United States of America which on the payment date is legal tender for the payment of public and private debts. Except as provided in subsection B of this Section with respect to credits, payments under Obligation No. 33 shall be made at the times and in the amounts specified in Obligation No. 33 in immediately available funds by Lee Health depositing the same with or to the account of the Lender at or prior to the opening of business on the day such payments shall become due or payable, and giving notice to the Master Trustee of each payment on Obligation No. 33, specifying the amount paid and identifying such payment as a payment on Obligation No. 33.

B. Lee Health shall receive credit for payment on Obligation No. 33, in addition to any credits resulting from payment or prepayment from other sources for payments made directly to the Lender by any Member of the Obligated Group pursuant to the Loan Agreement or Promissory Notes in satisfaction of any obligation of Lee Health under Obligation No. 33.

Section 4. Prepayment of Obligation No. 33. Obligation NO. 33 will be subject to prepayment if, and to the extent and under the same terms and conditions, if any, as the Promissory Note as provided therein and in the Loan Agreement.

Section 5. Registration, Numbers, Negotiability and Transfer of Obligation No. 33.

A. Obligation No. 33 shall be registered on the register to be maintained by Lee Health for that purpose at the Corporate Trust Office of the Master Trustee. Obligation No.

3 010-9038-8874/1/AMERICAS

33 shall consist of a single Obligation initially registered as to principal and interest in the name of the Lender.

B. Subject to Paragraph A of this Section, Obligation No. 33 shall be transferable only to any successor owner of the Promissory Notes, and only upon presentation of Obligation No. 33 at the Corporate Trust Office of the Master Trustee by the registered owner or by its duly authorized attorney. Such transfer shall be without charge to the owner thereof, but any taxes or other governmental charges required to be paid with respect to the same shall be paid by the owner requesting such transfer as a condition precedent to the exercise of such privilege. Upon any such transfer, Lee Health shall execute and the Master Trustee shall authenticate and deliver in exchange for Obligation No. 33 a new registered Obligation, registered in the name of the transferee.

C. Prior to due presentment by the owner for registration of transfer, Lee Health and the Master Trustee may deem and treat the person in whose name Obligation No. 33 is registered as the absolute owner for all purposes; and neither Lee Health nor the Master Trustee shall be affected by any notice to the contrary. All payments made to the registered owner shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable on Obligation No. 33.

Section 6. Mutilation, Destruction, Loss and Theft of Obligation No. 33. If (i) Obligation No. 33 is surrendered to the Master Trustee in a mutilated condition, or Lee Health and the Master Trustee receive evidence to their satisfaction of the destruction, loss or theft of Obligation No. 33 and (ii) there is delivered to Lee Health and the Master Trustee such security or indemnity as may be required by them to hold them harmless, then, in the absence of proof satisfactory to Lee Health and the Master Trustee that Obligation No. 33 has been acquired by a bona fide purchaser and upon the Holder paying the reasonable expenses of Lee Health and the Master Trustee, Lee Health shall cause to be executed and the Master Trustee shall authenticate and deliver, in exchange for such mutilated Obligation No. 33, a new Obligation No. 33 of like principal amount, date and tenor. Every mutilated Obligation No. 33 so surrendered to the Master Trustee shall be cancelled by it and delivered to, or upon the order of, Lee Health. If any such mutilated, destroyed, lost or stolen Obligation No. 33 has become or is about to become due and payable, Obligation No. 33 may be paid when due instead of delivering a new Obligation No. 33.

Section 7. Execution and Authentication of Obligation No. 33. Obligation No. 33 shall be manually executed for and on behalf of Lee Health by its Authorized Representative. If any officer whose signature appears on Obligation No. 33 ceases to be such officer before delivery thereof, such signature shall remain valid and sufficient for all purposes as if such officer had remained in office until such delivery. Obligation No. 33 shall be manually authenticated by an authorized officer of the Master Trustee, without which authentication Obligation No. 33 shall not be entitled to the benefits hereof.

Section 8. Discharge of Supplement. Upon the payment by Lee Health to the Lender of all amounts due under Obligation No. 33, Obligation No. 33 shall be deemed to have been paid and to be no longer Outstanding under the Master Indenture and this Supplement No. 33 shall be discharged.

4 010-9038-8874/1/AMERICAS

Section 9. Acceleration as a Remedy. As provided in Section 4.02(a)(ii) of the Master Indenture, the Lender, as the Holder of Obligation No. 33 is hereby specifically granted the right to require the acceleration of Obligation No. 33 under and pursuant to the terms of the Promissory Note and the Loan Agreement.

Section 10. Ratification of Master Indenture. As supplemented hereby, the Master Indenture is in all respects ratified and confirmed and the Master Indenture as so supplemented hereby shall be read, taken and construed as one and the same instrument.

Section 11. Severability. If any provision of this Supplement No. 33 shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case and any jurisdiction or jurisdictions or in all jurisdictions, or in all cases, because it conflicts with any other provision or provisions hereof or any constitution, statute, rule or public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatever.

The invalidity of any one or more phrases, sentences, clauses, sections or subsections contained in this Supplement No. 33 shall not affect the remaining portions of this Supplement No. 33 or any part thereto.

Section 12. Counterparts. This Supplement No. 33 may be executed in several counterparts, each of which shall be an original and all of which shall constitute one instrument.

Section 13. Governing Law. This Supplement No. 33 shall be governed by and construed in accordance with the laws of the State of Florida.

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IN WITNESS WHEREOF, Lee Health has caused these presents to be signed in its name and on its behalf and attested by its duly authorized officer and to evidence its acceptance of the trusts hereby created the Master Trustee has caused these presents to be signed in its name and on its behalf by its duly authorized officer, all as of the day and year first above written.


(SEAL) By: Chairman, Board of Directors

ATTEST: Secretary, Board of Directors

[Signature page of Master Trustee to follow]

6 010-9038-8874/1/AMERICAS

REGIONS BANK as Successor Master Trustee

(SEAL)

By: Vice President and Trust Officer

A-1 010-9038-8874/1/AMERICAS

APPENDIX A

[FORM OF OBLIGATION NO. 33]

LEE MEMORIAL HEALTH SYSTEM BOARD OF DIRECTORS OBLIGATION NO. 33

KNOW ALL PERSONS BY THESE PRESENTS that the Lee Memorial Health System (“Lee Health”) by and through its Board of Directors (the “Board”), a body corporate established pursuant to Chapter 2000-439, Laws of Florida, as amended, for value received hereby acknowledges itself obligated to, and promises to pay to ______________________, and its successors and assigns (the “Lender”), the amount of ____________________________________ DOLLARS ($_________________), together with interest thereon, and all other amounts due and payable by Lee Health under and as provided in the within mentioned Loan Agreement and Promissory Note.

This Obligation No. 33 is a single Obligation of Lee Health, designated as “Lee Memorial Health System Obligation No. 33” (“Obligation No. 33” and together with all other Obligations issued under the Master Trust Indenture hereinafter identified, the “Obligations”) issued under and pursuant to Supplemental Indenture for Obligation No. 33, dated ______________, 2020 (“Supplement No. 33”), supplementing the Master Trust Indenture, dated as of April 1, 1997, as supplemented and amended, by and between Lee Health and Regions Bank, as successor master trustee (the “Master Trustee”). The Master Trust Indenture, as so supplemented and amended, is hereinafter called the “Master Indenture.” This Obligation No. 33, together with all other Obligations Outstanding under the Master Indenture, is equally and ratably secured by the provisions of the Master Indenture. As provided by Section 2.01 of the Master Indenture, each Member of the Obligated Group (as defined in the Master Indenture) is jointly and severally liable for this Obligation No. 33.

Amounts due hereunder are payable in any coin or currency of the United States of America which on the payment date is legal tender for the payment of public and private debts and are payable as provided in the Loan Agreement.

This Obligation No. 33 is issued for the purpose of securing the obligations of Lee Health to the Lender for the lending by the Lender to Lee Health of the principal amount of this Obligation under that certain Loan Agreement dated ______________, 2020 between the Lender and Lee Health (the “Loan Agreement”), together with any promissory note (the “Promissory Note”) executed and delivered under the Loan Agreement.

Lee Health shall receive credit for payment on Obligation No. 33, under circumstances and in the amounts and manner set forth in Supplement No. 33, the provisions of which are hereby incorporated herein by reference as if the same were set out herein in full.

A-2 010-9038-8874/1/AMERICAS

Upon payment by Lee Health of all amounts payable to the Lender by Lee Health pursuant to the Loan Agreement and the Promissory Note, Obligation No. 33 shall be deemed to have been paid and to be no longer Outstanding under the Master Indenture.

Copies of the Master Indenture are on file at the Corporate Trust Office of the Master Trustee and reference is hereby made to the Master Indenture for the provisions, among others, with respect to the nature and extent of the rights of the owners of Obligations issued under the Master Indenture, the terms and conditions on which, and the purpose for which, Obligations are to be issued and the rights, duties and obligations of Lee Health and the Master Trustee under the Master Indenture, to all of which the registered owner hereof, by acceptance of this Obligation No. 33, assents.

The Master Indenture permits the issuance of additional Obligations under the Master Indenture to be secured by the covenants made therein, all of which, regardless of the times of issue or maturity, are to be of equal rank without preference, priority or distinction of any Obligation issued under the Master Indenture over any other such Obligation except as expressly provided or permitted in the Master Indenture.

Subject to the provisions of the Loan Agreement, to the extent permitted by and as provided in the Master Indenture, modifications or changes of the Master Indenture, of any indenture supplemental thereto, and of the rights and obligations of Lee Health and of the owners of Obligations in any particular may be made by the execution and delivery of an indenture or indentures supplemental to the Master Indenture or any supplemental indenture. Certain modifications or changes which would affect the rights of the owners of this Obligation No. 33 may be made only with the consent of the owners of not less than a majority in aggregate principal amount of the Obligations then Outstanding under the Master Indenture. No such modification or change shall be made which will (i) effect a change in the times, amounts or currency of payment of the principal of, and premium, if any, or interest on any Obligation without the consent of the registered owner of such Obligation; (ii) permit the preference or priority of any Obligation over any other Obligation without the consent of the registered owners of all Obligations then Outstanding; or (iii) reduce the aggregate principal amount of Obligations then Outstanding, the consent of the registered owners of which is required to authorize such supplement without the consent of the registered owners of all Obligations then Outstanding. Any such consent by the registered owners of this Obligation No. 33 shall be conclusive and binding upon such registered owner and all future owners hereof irrespective of whether or not any notation of such consent is made upon this Obligation No. 33.

Obligation No. 33 will be subject to prepayment if, and to the extent and under the same terms and conditions, if any, as the Promissory Note as provided therein and in the Loan Agreement.

Upon the occurrence of certain “Events of Default” (as defined in the Master Indenture), the principal of all Obligations then Outstanding may be declared, and the same shall become, due and payable as provided in the Master Indenture.

The registered owner of this Obligation No. 33 shall have no right to enforce the provisions of the Master Indenture, or to institute any action to enforce the covenants therein, or to take any

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action with respect to any default under the Master Indenture, or to institute, appear in or defend any suit or other proceeding with respect thereto, except as provided in the Master Indenture.

In the event that any request, direction or consent of the Holders of the Obligations under the Master Indenture is requested or permitted thereunder, the principal amount of this Obligation No. 33 for such purposes shall equal the then outstanding principal amount of the Promissory Note.

Obligation No. 33 is issuable only as a fully registered Obligation. This Obligation No. 33 shall be registered on the registration books to be maintained by Lee Health for that purpose at the Corporate Trust Office of the Master Trustee and the transfer of this Obligation No. 33 shall be registrable only upon presentation of this Obligation No. 33 at said office by the registered owner or by his duly authorized attorney and subject to the limitations, if any, set forth in Supplement No. 33. Such registration of transfer shall be without charge to the registered owner hereof, but any taxes or other governmental charges required to be paid with respect to the same shall be paid by the registered owner requesting such registration of transfer as a condition precedent to the exercise of such privilege. Upon any such registration of transfer, Lee Health shall execute and the Master Trustee shall authenticate and deliver in exchange for this Obligation No. 33 a new Obligation, registered in the name of the transferee.

Prior to due presentment hereof for registration of transfer, Lee Health and the Master Trustee may deem and treat the person in whose name this Obligation No. 33 is registered as the absolute owner hereof for all purposes; and neither Lee Health nor the Master Trustee shall be affected by any notice to the contrary. All payments made to the registered owner hereof shall be valid, and, to the extent of the sum or sums so paid, effectual to satisfy and discharge the liability for moneys payable on this Obligation No. 33.

No covenant or agreement contained in this Obligation No. 33 or the Master Indenture shall be deemed to be a covenant or agreement of any director, officer, agent or employee of Lee Health or of the Master Trustee in his individual capacity, and no incorporator, member, officer or member of the board of directors of Lee Health shall be liable personally on this Obligation No. 33 or be subject to any personal liability or accountability by reason of the issuance of this Obligation No. 33.

This Obligation No. 33 shall not be entitled to any benefit under the Master Indenture, or be valid or become obligatory for any purpose, until this Obligation No. 33 shall have been authenticated by execution by the Master Trustee, or its successor as Master Trustee, of the Certificate of Authentication inscribed hereon.

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IN WITNESS WHEREOF, Lee Health has caused this Obligation No. 33 to be executed in its name and on its behalf by its Authorized Representative all as of the 3rd day of March, 2020.

LEE MEMORIAL HEALTH SYSTEM By:

Chairman, Board of Directors (SEAL)

Attest:

Secretary, Board of Directors

[Signature Page of Master Trustee to follow]

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MASTER TRUSTEE’S AUTHENTICATION CERTIFICATE

The undersigned Master Trustee hereby certifies that this Obligation No. 33 is one of the Obligations described in the within-mentioned Master Indenture.

REGIONS BANK, as Successor Master Trustee

By: Vice President and Trust Officer

Date of Authentication: ______________, 2020

BOARD MEETING EVALUATION

ADJOURNMENT

DATE OF THE NEXT

BOARD OF DIRECTORS MEETING

April 30, 2020 1:00 P.M.

Dial in Conference Number 1-239-209-5810

Attendee Access Code 475 850 400