Cleveland Clinic Health System Obligated Group - FMSbonds.com
Cleveland Clinic Health System Obligated Group - FMSbonds.com Cleveland Clinic Health System Obligated Group - FMSbonds.com
(2) lease obligations of such Person that, in accordance with generally accepted accountingprinciples, are shown on the liability side of a balance sheet;(3) Guaranty Debt; and(4) indebtedness secured by any mortgage, lien, pledge, charge, or encumbrance uponProperty owned by such Person whether or not such Person has assumed or become liable for the paymentthereof.For the purpose of computing the Indebtedness of any Person, if more than one instrument represents thesame obligation to make payments, it shall be counted only once, and there shall be excluded any particularIndebtedness if, upon or prior to the Maturity thereof, there shall have been deposited with the proper depository intrust the necessary funds (or evidences of such Indebtedness or investments that will provide sufficient funds, ifpermitted by the instrument creating such Indebtedness) for the payment, redemption or satisfaction of suchIndebtedness; and thereafter such funds, evidences of Indebtedness and investments so deposited shall not beincluded in any computation of the assets of such Person, and the income from any such deposits shall not beincluded in the calculation of Revenues or Net Income Available for Debt Service of such Person. Indebtednessshall not include Interest Rate Hedges.“Independent” means, when used with respect to a specified Person, that such Person has no specificfinancial interest direct or indirect in the Cleveland Clinic or any Affiliate thereof and in the case of an individual,such individual is not a director, trustee, officer or employee of the Cleveland Clinic or any Affiliate thereof and inthe case of an entity, such entity does not have a partner, director, trustee, officer or employee who is a director,trustee, officer or employee of the Cleveland Clinic or any Affiliate thereof.“Independent Consultant” means a firm appointed by the Obligated Group Representative and approved bythe Master Trustee (which approval shall not be unreasonably withheld), qualified to pass upon questions relating tothe financial affairs of facilities of the type or types operated by the Members of the Obligated Group and having afavorable reputation for skill and experience in the financial affairs of such facilities and which is Independent.“Independent Counsel” means an attorney or firm of attorneys duly admitted to practice law before thehighest court of the State, and who or which is Independent.“Independent Insurance Consultant” means a Person, (a) which is Independent, (b) appointed by theObligated Group Representative and approved by the Master Trustee (which approval shall not be unreasonablywithheld), (c) qualified to survey risks and to recommend insurance coverage for facilities of the type or typesoperated by the Obligated Issuers and services and organizations engaged in like operations, (d) having a favorablereputation for skill and experience in such surveys and such recommendations, and (e) who shall not be anunderwriter of any insurance of an Obligated Issuer.“Interest Payment Account” means the Interest Payment Account in the Debt Service Fund created in theBond Indenture.“Interest Payment Date” means each January 1 and July 1, and, with respect to any Series 2008A Bondsbeing redeemed pursuant to mandatory sinking fund redemption, such mandatory redemption date, and the MaturityDate.“Interest Rate Hedge” means an agreement, expressly identified in an Officer’s Certificate as having beenentered into for the purpose of reducing, modifying, converting or otherwise managing the risk of interest rate orinterest rate index changes or interest rate or interest rate index exposures or risk of changes or exposures to pricesof commodities, securities, portfolios, products, supplies, goods or services, which agreement may include, withoutlimitation, interest rate swap, basis swap, index swap or option, exchange, cap, collar, option, floor, forward, futurescontract or other hedging agreement, arrangement or security, or combination of the foregoing, howeverdenominated, including any option to enter into the foregoing. Any of the foregoing may be treated as an “InterestC-10
Rate Hedge” for purposes of this Master Indenture without regard to whether such arrangement qualifies for hedgeaccounting treatment under GAAP.“Interest Rate Period” means a period during which all of the Series 2008A Bonds bear interest at a FixedInterest Rate as specified in or determined in accordance with the Bond Indenture.“Interim Indebtedness” means Indebtedness incurred or assumed in anticipation of being refinanced orrefunded with Long-Term Indebtedness.“Issuance Date” means the date of physical delivery of the Series 2008A Bonds by the Commission inexchange for payment of the purchase price of those Series 2008A Bonds.“Lease” means the Lease dated as of September 1, 2008, between the State, acting by and through theCommission, as lessor, and the Cleveland Clinic, as lessee, as it may be amended or supplemented from time to timein accordance with its terms.“Leased Premises” means the Leased Real Property, the Existing Facilities and the Projects, together withany substitutions or additions made thereto from time to time, including without limitation, any Projects, but lessany removals therefrom, in the manner and to the extent provided in the Lease.“Leased Real Property” means the property described in Exhibit A to the Base Lease, as modified fromtime to time, including any substitutions or additions made thereto and excluding any removals made therefrom, inthe manner and to the extent provided in the Lease.“Lease Term” means the period commencing on the Issuance Date of the Series 2008A Bonds and endingon the Termination Date.“Legal Restrictions” means federal, state or other applicable governmental laws, regulations, judicial oradministrative rulings affecting any Obligated Issuer or Group Affiliate.“Long-Term” when used in connection with Indebtedness (including Master Notes), means Indebtednessthat by its terms matures more than one year after the date of the original incurrence or issuance thereof orrenewable at the option of the obligor for a period greater than one year from the date of original incurrence orissuance thereof, Indebtedness consisting of demand notes with alternative stated maturities of one year or lesswhich in the absence of demand are extended to a date more than one year after the date of the original incurrencethereof and Indebtedness consisting of commercial paper.“Lutheran” means Lutheran Hospital, an Ohio nonprofit corporation, together with its successors andpermitted assignees, and currently an Obligated Issuer.“Maker” means the member of the Obligated Group issuing the Master Note or Master Notes.“Mandatory Redemption Dates” means, (i) as to the Series 2008A Bonds, January 1 of the years set forth inthe Principal Retirement Schedule, and (ii) as to any Additional Bonds, the Mandatory Redemption Datesdetermined or designated in or pursuant to the applicable Bond Legislation or Supplemental Bond Indenture withrespect to any bonds to be retired pursuant to the Mandatory Sinking Fund Requirements.“Mandatory Sinking Fund Requirements” means (i) as to the Series 2008A Bonds, the amounts to beredeemed by mandatory redemption indicated in the Principal Retirement Schedule for the Series 2008A Bonds, and(ii) as to any Additional Bonds, the mandatory sinking fund requirements determined or designated in or pursuant tothe applicable Bond Legislation or Supplemental Bond Indenture.“Marymount” means Marymount Hospital, Inc., an Ohio nonprofit corporation, together with its successorsand permitted assignees, and currently an Obligated Issuer.C-11
- Page 133 and 134: Cleveland Clinic Health SystemNotes
- Page 135 and 136: Cleveland Clinic Health SystemNotes
- Page 137 and 138: Cleveland Clinic Health SystemNotes
- Page 139 and 140: Cleveland Clinic Health SystemNotes
- Page 141 and 142: Cleveland Clinic Health SystemNotes
- Page 143 and 144: Cleveland Clinic Health SystemNotes
- Page 145 and 146: Cleveland Clinic Health SystemNotes
- Page 147 and 148: Cleveland Clinic Health SystemNotes
- Page 149 and 150: Cleveland Clinic Health SystemNotes
- Page 151 and 152: Cleveland Clinic Health SystemNotes
- Page 153 and 154: Cleveland Clinic Health SystemNotes
- Page 155 and 156: Cleveland Clinic Health SystemNotes
- Page 157 and 158: Cleveland Clinic Health SystemNotes
- Page 159 and 160: Other Financial Information
- Page 161 and 162: • Ernst & Young LLPSuite 1300925
- Page 163 and 164: Liabilities and net assetsCurrent l
- Page 165 and 166: Liabilities and net assetsCurrent l
- Page 167 and 168: Cleveland Clinic Health SystemConso
- Page 169 and 170: Cleveland Clinic Health SystemConso
- Page 171 and 172: Cleveland Clinic Health SystemNotes
- Page 173 and 174: APPENDIX CSUMMARY OF BASIC DOCUMENT
- Page 175 and 176: APPENDIX CSUMMARY OF BASIC DOCUMENT
- Page 177 and 178: “Bond Indenture” means the Bond
- Page 179 and 180: period of three months from the com
- Page 181 and 182: PROPERTY”, and all improvements,
- Page 183: direct, express or charitable trust
- Page 187 and 188: Debt according to a fixed schedule
- Page 189 and 190: “Officer’s Certificate” means
- Page 191 and 192: provided, however, that Series 2008
- Page 193 and 194: (t) liens on money or obligations d
- Page 195 and 196: Project Administrator. In the event
- Page 197 and 198: “Stated Maturity” means, when u
- Page 199 and 200: (b) the Cleveland Clinic, or if the
- Page 201 and 202: (d) the Master Trustee receives an
- Page 203 and 204: (g) the loan of cash or other non-O
- Page 205 and 206: under this caption shall be deemed
- Page 207 and 208: Supplemental Indenture to which suc
- Page 209 and 210: emedy thereunder, unless the Noteho
- Page 211 and 212: purchase or other acquisition or re
- Page 213 and 214: limitation, (A) the Special Funds a
- Page 215 and 216: (b) Default in the payment of the p
- Page 217 and 218: Fund Requirements, in the order of
- Page 219 and 220: (g) to evidence the appointment of
- Page 221 and 222: THE LEASEThe Lease contains various
- Page 223 and 224: (a) Failure by the Cleveland Clinic
- Page 225 and 226: APPENDIX DPROPOSED FORM OF OPINION
- Page 227 and 228: PROPOSED TEXT OF LEGAL OPINION OFSQ
- Page 229 and 230: October __, 2008Page 32008A Bonds c
Rate Hedge” for purposes of this Master Indenture without regard to whether such arrangement qualifies for hedgeaccounting treatment under GAAP.“Interest Rate Period” means a period during which all of the Series 2008A Bonds bear interest at a FixedInterest Rate as specified in or determined in accordance with the Bond Indenture.“Interim Indebtedness” means Indebtedness incurred or assumed in anticipation of being refinanced orrefunded with Long-Term Indebtedness.“Issuance Date” means the date of physical delivery of the Series 2008A Bonds by the Commission inexchange for payment of the purchase price of those Series 2008A Bonds.“Lease” means the Lease dated as of September 1, 2008, between the State, acting by and through theCommission, as lessor, and the <strong>Cleveland</strong> <strong>Clinic</strong>, as lessee, as it may be amended or supplemented from time to timein accordance with its terms.“Leased Premises” means the Leased Real Property, the Existing Facilities and the Projects, together withany substitutions or additions made thereto from time to time, including without limitation, any Projects, but lessany removals therefrom, in the manner and to the extent provided in the Lease.“Leased Real Property” means the property described in Exhibit A to the Base Lease, as modified fromtime to time, including any substitutions or additions made thereto and excluding any removals made therefrom, inthe manner and to the extent provided in the Lease.“Lease Term” means the period <strong>com</strong>mencing on the Issuance Date of the Series 2008A Bonds and endingon the Termination Date.“Legal Restrictions” means federal, state or other applicable governmental laws, regulations, judicial oradministrative rulings affecting any <strong>Obligated</strong> Issuer or <strong>Group</strong> Affiliate.“Long-Term” when used in connection with Indebtedness (including Master Notes), means Indebtednessthat by its terms matures more than one year after the date of the original incurrence or issuance thereof orrenewable at the option of the obligor for a period greater than one year from the date of original incurrence orissuance thereof, Indebtedness consisting of demand notes with alternative stated maturities of one year or lesswhich in the absence of demand are extended to a date more than one year after the date of the original incurrencethereof and Indebtedness consisting of <strong>com</strong>mercial paper.“Lutheran” means Lutheran Hospital, an Ohio nonprofit corporation, together with its successors andpermitted assignees, and currently an <strong>Obligated</strong> Issuer.“Maker” means the member of the <strong>Obligated</strong> <strong>Group</strong> issuing the Master Note or Master Notes.“Mandatory Redemption Dates” means, (i) as to the Series 2008A Bonds, January 1 of the years set forth inthe Principal Retirement Schedule, and (ii) as to any Additional Bonds, the Mandatory Redemption Datesdetermined or designated in or pursuant to the applicable Bond Legislation or Supplemental Bond Indenture withrespect to any bonds to be retired pursuant to the Mandatory Sinking Fund Requirements.“Mandatory Sinking Fund Requirements” means (i) as to the Series 2008A Bonds, the amounts to beredeemed by mandatory redemption indicated in the Principal Retirement Schedule for the Series 2008A Bonds, and(ii) as to any Additional Bonds, the mandatory sinking fund requirements determined or designated in or pursuant tothe applicable Bond Legislation or Supplemental Bond Indenture.“Marymount” means Marymount Hospital, Inc., an Ohio nonprofit corporation, together with its successorsand permitted assignees, and currently an <strong>Obligated</strong> Issuer.C-11