Cleveland Clinic Health System Obligated Group - FMSbonds.com
Cleveland Clinic Health System Obligated Group - FMSbonds.com Cleveland Clinic Health System Obligated Group - FMSbonds.com
Outstanding Master Notes, or (iii) modify the right of the holders of not less than 25% in aggregate principal amountof any series of Master Notes in default as to payment of principal or interest to compel the Master Trustee todeclare the principal of all such Master Notes to be due and payable, without the consent of the holders of a majorityin aggregate principal amount of the Outstanding Master Notes of that series.DEFEASANCE OF MASTER INDENTUREWhen the whole amount of principal of and premium, if any, and interest due and payable on all of theMaster Notes Outstanding shall have been paid or provision for payment shall have been made then the MasterIndenture shall terminate and be discharged and satisfied. Outstanding Master Notes shall be deemed to have beenpaid if (i) the Master Trustee has received either sufficient money or Escrow Obligations the principal of and intereston which when due, and without reinvestment, will provide moneys sufficient (as evidenced by an Officer’sCertificate of the Obligated Group Representative and a report of an Independent Accountant) to pay when due theprincipal of and premium, if any, and interest on such Master Notes either at maturity or on redemption, as the casemay be, and (iii) if such Master Notes are to be redeemed, (x) irrevocable instructions have been given to the MasterTrustee to call them for redemption, and (y) if those Master Notes are not to be called for redemption within 30 days,irrevocable instructions have been given to the Master Trustee to give Noteholders notice of the receipt of money orEscrow Obligations as described in clause (i) above.SUBORDINATED INDEBTEDNESSMembers of the Combined Group may issue Subordinated Indebtedness under the terms of the MasterIndenture. Subordinated Indebtedness shall mean Indebtedness which, with respect to any issue thereof, is evidencedby instruments, or issued under an indenture or other document, containing provisions of the subordination of suchIndebtedness (to which appropriate reference shall be made in the instruments evidencing such Indebtedness)substantially as follows (the term “debentures” being, for convenience, used in the provisions set forth below todesignate the instruments issued to evidence subordinated debt and the term “this Indenture” to designate theinstrument, indenture or other document containing such provisions):“All debentures issued under this Indenture shall be issued subject to thefollowing provisions and each person taking or holding any such debenturewhether upon original issue or upon transfer or assignment thereof accepts andagrees to be bound by such provisions.All debentures issued hereunder shall, to the extent and in the mannerhereinafter set forth, be subordinated and subject in right to the prior payment infull of Superior Indebtedness as defined in this Section. For all purposes of thisSection, the term “Superior Indebtedness” shall mean all Notes (other thanNotes containing these subordination provisions) now or hereafter issued andoutstanding under that certain Amended and Restated Master Trust Indenture,dated as of April 1, 2003 (the “Master Indenture”), among The Cleveland ClinicCleveland Clinic, certain other Obligated Issuers named therein and TheHuntington National Bank, as successor trustee (the “Master Trustee”), assupplemented and modified to the date hereof, or as the same may hereafterfrom time to time be further supplemented and modified and any otherobligations secured by or evidencing, directly or indirectly, obligationsevidenced by such Notes.No payment on account of principal, premium, if any, sinking funds or intereston the debentures shall be made, nor shall any property or assets be applied tothe purchase or other acquisition or retirement of the debentures, unless fullpayment of amounts then due and payable for principal, premium, if any,sinking funds and interest on Superior Indebtedness has been made or dulyprovided for in accordance with the terms of such Superior Indebtedness. Nopayment on account of principal, premium, if any, sinking funds or interest onthe debentures shall be made, nor shall any property or assets be applied to theC-36
purchase or other acquisition or retirement of the debentures, if, at the time ofsuch payment or application or immediately after giving effect thereto, (i) thereshall exist a default in the payment of principal, premium, if any, sinking fundsor interest with respect to any Superior Indebtedness, or (ii) there shall haveoccurred an event of default (other than a default in the payment of principal,premium, if any, sinking funds or interest) with respect to any SuperiorIndebtedness, as defined therein or in the instrument under which the same isoutstanding, permitting the holders thereof to accelerate the maturity thereof andwritten notice of such occurrence shall have been given to the issuer of thedebentures pursuant to the instrument under which such Superior Indebtednessis outstanding and such event of default shall not have been cured or waived orshall not have ceased to exist, or (iii) the Debt Service Coverage Ratio (asdefined in the Master Indenture) shall be less than 1.20.Upon (i) any acceleration of maturity of the principal amount due on thedebentures or (ii) any payment or distribution of any kind or character, whetherin cash, property or securities, upon any dissolution or winding-up or total orpartial liquidation, reorganization or arrangement of the issuer of the debentures,whether voluntary or involuntary or in bankruptcy, insolvency, receivership orother proceedings, all principal, premium, if any, and interest due or to becomedue upon all Superior Indebtedness shall first be paid in full, or payment thereofprovided for in accordance with the terms of such Superior Indebtedness, beforeany payment is made on account of the principal, premium, if any, or interest onthe indebtedness evidenced by the debentures, and upon any such dissolution orwinding-up or liquidation, reorganization or arrangement, any payment ordistribution of any kind or character, whether in cash, property or securities, towhich the holders of the debentures or the Trustee under this Indenture would beentitled, except for the provisions hereof, shall be paid by the issuer of thedebentures, or by a receiver, trustee in bankruptcy, liquidating trustee, agent orother person making such payment on distribution, to the Master Trustee to theextent necessary to pay all Superior Indebtedness in full after giving effect toany concurrent payment or distribution to the Master Trustee for the holders ofSuperior Indebtedness, before any payment on distribution is made to theholders of the indebtedness evidenced by the debentures or to the Trustee underthis Indenture.In the event that, in violation of any of the foregoing provisions, any payment ordistribution of any kind or character, whether in cash, property or securities,shall be received by the Trustee under this Indenture or by the holders of thedebentures before all Superior Indebtedness is paid in full, or provision for suchpayment in accordance with the terms of such Superior Indebtedness, suchpayment or distribution shall be held in trust for the benefit of, and shall be paidover or delivered to the Master Trustee for application to the payment of allSuperior Indebtedness remaining unpaid to the extent necessary to pay all suchSuperior Indebtedness in full in accordance with its terms, after giving effect toany concurrent payment or distribution to the Master Trustee for the holders ofsuch Superior Indebtedness.No present or future holder of Superior Indebtedness shall be prejudiced in hisright to enforce subordination of the indebtedness evidenced by the debenturesby any act or failure to act on the part of the issuer of the debentures or anyonein custody of its assets or property.The foregoing subordination provisions shall be for the benefit of the holders ofSuperior Indebtedness and may be enforced by the Master Trustee against theholders of debentures or any trustee therefor.”C-37
- 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 and 184: direct, express or charitable trust
- Page 185 and 186: Rate Hedge” for purposes of this
- 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: emedy thereunder, unless the Noteho
- 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
Outstanding Master Notes, or (iii) modify the right of the holders of not less than 25% in aggregate principal amountof any series of Master Notes in default as to payment of principal or interest to <strong>com</strong>pel the Master Trustee todeclare the principal of all such Master Notes to be due and payable, without the consent of the holders of a majorityin aggregate principal amount of the Outstanding Master Notes of that series.DEFEASANCE OF MASTER INDENTUREWhen the whole amount of principal of and premium, if any, and interest due and payable on all of theMaster Notes Outstanding shall have been paid or provision for payment shall have been made then the MasterIndenture shall terminate and be discharged and satisfied. Outstanding Master Notes shall be deemed to have beenpaid if (i) the Master Trustee has received either sufficient money or Escrow Obligations the principal of and intereston which when due, and without reinvestment, will provide moneys sufficient (as evidenced by an Officer’sCertificate of the <strong>Obligated</strong> <strong>Group</strong> Representative and a report of an Independent Accountant) to pay when due theprincipal of and premium, if any, and interest on such Master Notes either at maturity or on redemption, as the casemay be, and (iii) if such Master Notes are to be redeemed, (x) irrevocable instructions have been given to the MasterTrustee to call them for redemption, and (y) if those Master Notes are not to be called for redemption within 30 days,irrevocable instructions have been given to the Master Trustee to give Noteholders notice of the receipt of money orEscrow Obligations as described in clause (i) above.SUBORDINATED INDEBTEDNESSMembers of the Combined <strong>Group</strong> may issue Subordinated Indebtedness under the terms of the MasterIndenture. Subordinated Indebtedness shall mean Indebtedness which, with respect to any issue thereof, is evidencedby instruments, or issued under an indenture or other document, containing provisions of the subordination of suchIndebtedness (to which appropriate reference shall be made in the instruments evidencing such Indebtedness)substantially as follows (the term “debentures” being, for convenience, used in the provisions set forth below todesignate the instruments issued to evidence subordinated debt and the term “this Indenture” to designate theinstrument, indenture or other document containing such provisions):“All debentures issued under this Indenture shall be issued subject to thefollowing provisions and each person taking or holding any such debenturewhether upon original issue or upon transfer or assignment thereof accepts andagrees to be bound by such provisions.All debentures issued hereunder shall, to the extent and in the mannerhereinafter set forth, be subordinated and subject in right to the prior payment infull of Superior Indebtedness as defined in this Section. For all purposes of thisSection, the term “Superior Indebtedness” shall mean all Notes (other thanNotes containing these subordination provisions) now or hereafter issued andoutstanding under that certain Amended and Restated Master Trust Indenture,dated as of April 1, 2003 (the “Master Indenture”), among The <strong>Cleveland</strong> <strong>Clinic</strong><strong>Cleveland</strong> <strong>Clinic</strong>, certain other <strong>Obligated</strong> Issuers named therein and TheHuntington National Bank, as successor trustee (the “Master Trustee”), assupplemented and modified to the date hereof, or as the same may hereafterfrom time to time be further supplemented and modified and any otherobligations secured by or evidencing, directly or indirectly, obligationsevidenced by such Notes.No payment on account of principal, premium, if any, sinking funds or intereston the debentures shall be made, nor shall any property or assets be applied tothe purchase or other acquisition or retirement of the debentures, unless fullpayment of amounts then due and payable for principal, premium, if any,sinking funds and interest on Superior Indebtedness has been made or dulyprovided for in accordance with the terms of such Superior Indebtedness. Nopayment on account of principal, premium, if any, sinking funds or interest onthe debentures shall be made, nor shall any property or assets be applied to theC-36
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