______

LOAN AGREEMENT

Dated as of May 1, 2018

between

______

ECONOMIC DEVELOPMENT AUTHORITY

OF ALBEMARLE COUNTY, VIRGINIA

and

SENTARA HEALTHCARE

______

$76,920,000
Economic Development Authority
of Albemarle County, Virginia
Hospital Facilities Revenue Refunding Bonds
(Sentara Martha Jefferson Hospital), Series 2018A / $77,630,000
Economic Development Authority
of Albemarle County, Virginia
Hospital Facilities Revenue Refunding Bonds
(Sentara Martha Jefferson Hospital), Series 2018B

______

CERTAIN RIGHTS OF THE AUTHORITY UNDER THIS AGREEMENT HAVE BEEN ASSIGNED BY THE AUTHORITY TO U.S. BANK NATIONAL ASSOCIATION, AS BOND TRUSTEE, ATTENTION: CORPORATE TRUST DEPARTMENT, PURSUANT TO A BOND TRUST INDENTURE DATED AS OF MAY 1, 2018. INFORMATION CONCERNING SUCH ASSIGNMENT AND A COPY OF SUCH BOND TRUST INDENTURE MAY BE OBTAINED FROM U.S. BANK NATIONAL ASSOCIATION AT ITS CORPORATE TRUST OFFICE IN RICHMOND, VIRGINIA.

INDEX

ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.1. Definitions

Section 1.2. Interpretation

ARTICLE II FINDINGS AND REPRESENTATIONS

Section 2.1. Findings by the Authority

Section 2.2. Representations and Covenants by the Borrower

ARTICLE III ISSUANCE OF SERIES 2017 BONDS

Section 3.1. Agreement to Issue Series 2018 Bonds; Application of Proceeds

Section 3.2. Agreement to Undertake the Refunding

Section 3.3. Disbursement from the Refunding Fund

Section 3.4. Borrower Required to Pay in Event the Refunding Insufficient

Section 3.5. Limitation of Authority’s Liability

Section 3.7. Tax Covenants

ARTICLE IV PAYMENT PROVISIONS

Section 4.1. Amounts Payable

Section 4.2. Obligations Hereunder Unconditional

Section 4.3. No Third Party Beneficiary

ARTICLE V INDEMNIFICATION

Section 5.1. Indemnification Covenants

Section 5.2. Release and Indemnification

Section 5.3. Access to Facilities

ARTICLE VI ASSIGNMENT

Section 6.1. Assignment

Section 6.2. Assignment of Agreement Rights by Authority

ARTICLE VII EVENTS OF DEFAULT AND REMEDIES

Section 7.1. Events of Default Defined

Section 7.2. Remedies on Default

Section 7.3. No Remedy Exclusive

Section 7.4. Agreement to Pay Attorneys' Fees and Other Expenses

Section 7.5. No Additional Waiver Implied by One Waiver

ARTICLE VIII PREPAYMENT

Section 8.1. Right to Prepay

ARTICLE IX MISCELLANEOUS

Section 9.1. Notices

Section 9.2. Binding Effect

Section 9.3. Severability

Section 9.4. Termination

Section 9.5. If Payment or Performance Date a Legal Holiday

Section 9.6. Borrower, Trustee and Authority May Rely on Authorized Representatives

Section9.7.Complete Agreement

Section9.8.Amendment of Agreement

Section9.9.No Charge Against Authority Credit

Section9.10.Execution of Counterparts

Section9.11.Applicable Law

Section9.12.U.S.A. Freedom Act Requirements of the Trustee

1

This LOAN AGREEMENT, made and entered into as of May 1, 2018, by and between the ECONOMIC DEVELOPMENT AUTHORITY OF ALBEMARLE COUNTY, VIRGINIA, a public body politic and corporate and political subdivision of the Commonwealth of Virginia (the “Authority”), and SENTARA HEALTHCARE, a not-for-profit Virginia nonstock corporation (the “Borrower”).

W I T N E S S E T H :

In consideration of the respective findings, representations and agreements hereinafter contained, the parties hereto agree as follows (provided that, in the performance of the agreements of the Authority herein contained, any obligation it may thereby incur for the payment of money shall not be a debt, liability or obligation of the Commonwealth of Virginia or any political subdivision thereof, including, without limitation, the Authority orAlbemarle County, Virginia, except to the extent the Series 2018 Bonds (as hereinafter defined) shall be limited obligations of the Authority, payable solely from the trust estate provided therefor under the Bond Indenture (as hereinafter defined):

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.1. Definitions. In addition to words and terms elsewhere defined in this Agreement or in the Bond Indenture, the following words and terms shall have the following meanings:

“Act”means the Industrial Development and Revenue Bond Act, Chapter 49, Title 15.2, Code of Virginia of 1950, as from time to time amended, until such time as it may be repealed, and from and after any such repeal, any successor act thereto.

“Authority”means the Economic Development Authority of Albemarle County, Virginia, a body politic and corporate and political subdivision of the Commonwealth of Virginia, and its successors and assigns.

“AuthorityAuthorized Representative”meansthe Chairperson, Vice Chairperson, Secretary-Treasurer, or Assistant Secretary-Treasurer of the Authority or any other person designated as an Authority Authorized Representative in a Certificate of the Authority signed by any two members of the Board of Directors of the Authority.

“Bond Counsel”means any nationally recognized municipal bond counsel not objected to by the Authority.

“Bond Indenture”means the Bond Trust Indenture dated as of May 1, 2018, between the Authority and the Bond Trustee, pursuant to which the Series 2018 Bonds are issued, as originally executed or as it may from time to time be supplemented, modified or amended.

“Bond Sinking Fund” means the Bond Sinking Fund established pursuant to the Bond Indenture.

“Bond Trustee”means U.S. Bank National Association, a national banking association organized and existing under and by virtue of the laws of the United States, or its successor, as Bond Trustee hereunder as provided in the Bond Indenture.

“Bond Year”means each twelvemonth period beginning on each anniversary date of the issuance of the Series 2018 Bonds or such other twelve-month period as may be set forth in the Tax Certificate or otherwise selected by the Borrower and approved by Bond Counsel.

“Borrower”meansSentara Healthcare, a not-for-profit Virginianonstock corporation, and its successors and assigns and any surviving, resulting or transferee corporation.

“Borrower Authorized Representative” means President, Chief Financial Officer, Treasurer or any Executive Vice President, Senior Vice President or Vice President of the Borrower, or any other person designated as a Borrower Authorized Representative in a Certificate of the Borrower signed by any two of its President, Senior Vice President, Vice President, Secretary or Assistant Secretary and filed with the Bond Trustee and the Direct Purchaser (as defined in the Bond Indenture), if any.

“Business Day”has the meaning given such term in the Bond Indenture.

“Code”means the Internal Revenue Code of 1986, as amended or replaced from time to time. Each reference to a section of the Code herein shall be deemed to include the United States Treasury Regulations, including temporary and proposed regulations, relating to such section which are applicable to the Series 2018 Bonds or the use of the proceeds thereof.

“Costs of Refunding”means all costs of paying theredemption price of, and accrued interest on, the Prior Bonds to effect the current refunding of the Prior Bonds.

“Costs of Issuance”has the meaning given such term in the Bond Indenture.

“Default Rate”has the meaning given such term in the Bond Indenture.

“Event of Default” or “Default”means any of the events and circumstances described in Section 7.1.

“Holders” or “Bondholders” have the meaning given such terms in the Bond Indenture.

“Loan Agreement” or “Agreement”means this Loan Agreement dated as of May 1, 2018, by and between the Authority and the Borrower, as it may from time to time be amended, initially providing for the loan to the Borrower of the proceeds of the Series 2018 Bonds.

“Master Indenture”means the Master Indenture dated as of December 15, 1998, between the Borrower and the Master Trustee, together with all supplements thereto, including, without limitation, the Supplemental Master Indenture defined herein.

“Master Trustee”means U.S. Bank National Association, as successor master trustee under the Master Indenture, and its successors and assigns.

“Net Proceeds”means gross proceeds less all expenses (including attorneys’ fees) incurred in the realization thereof.

“Outstanding”has the meaning given such term in the Bond Indenture.

“Payment of the Bonds”means payment in full of the principal of, premium, if any, and interest on the Series 2018Bonds or provision for such payment sufficient to discharge the Bond Indenture as provided therein.

“Payment Installments”means the payments required by Section 4.1(a).

“Prior Bonds” means Authority’s previously issued$160,515,000 Economic Development Authority of Albemarle County, Virginia, Hospital Revenue Refunding Bonds (Sentara Martha Jefferson Hospital), Series 2013A and Series 2013B, the proceeds of which were used to refinance and refund the Authority’s Variable Rate Hospital Revenue Bonds (Martha Jefferson Hospital), Series 2008A, Series 2008B, Series 2008C and Series 2008D, which originally financed the Project.

“Prior Bonds Indenture” means the Indenture of Trust dated as of June 1, 2013, between the Authority and the Prior Bonds Trustee, with respect to the issuance of the Prior Bonds.

“Prior Bonds Loan Agreement” means the Loan Agreement dated as of June 1, 2013, between the Authority and the Borrower, with respect to the proceeds of the Prior Bonds.

“Prior Bonds Trustee” means U.S. Bank National Association, in its capacity as bond trustee for the Prior Bonds.

“Project”means the acquisition, construction and equipping of Sentara Martha Jefferson Hospital located in Albemarle County, Virginia, which is owned and operated by an affiliate of the Borrower.

“Project Facilities” means the facilities financed in connection with the Project, including, without limitation, the facilities described in the definition of the Project appearing above.

“Refunding Fund”means the Refunding Fund establishedpursuant to the Bond Indenture.

“Promissory Notes” or “Series 2018 Notes” means the Borrower’s (a) Promissory Note SHOG-2018-3(A) in the original principal amount of the Series 2018A Bonds, and (b) Promissory Note SHOG-2018-3(B) in the original principal amount of the Series 2018B Bonds, each dated the date of issuance of the Series 2018 Bonds and delivered pursuant to the Master Indenture.

“Rebate Fund” means the Rebate Fund established pursuant to the Bond Indenture.

“Series 2018 Bonds” means the Series 2018A Bonds and the Series 2018B Bonds.

“Series 2018A Bonds”means the Authority’s Hospital Revenue Refunding Bonds(Sentara Martha Jefferson Hospital), Series 2018A, authorized by and issued pursuant to the Bond Indenture in the original aggregate principal amount of $76,920,000.

“Series 2018B Bonds” means the Authority’sHospital Revenue Refunding Bonds(Sentara Martha Jefferson Hospital), Series 2018B, authorized by and issued pursuant to the Bond Indenture in the original aggregate principal amount of $77,630,000.

“Supplemental Master Indenture”means Supplemental Indenture No. 2018-3, dated as of May 1, 2018, between the Borrower and the Master Trustee.

“Unassigned Rights”means the rights of the Authority under this Agreement (i) to payment of certain costs and expenses under Sections 4.1(c), 4.1(d) and 7.4, (ii) to release and indemnification under Sections 5.1 and 5.2, (iii) to access to the Project Facilities under Section 5.3, and (iv) to receive notices, reports, opinions, financial statements and the like, to inspect letters of instruction made under the Bond Indenture and, where granted to the Authority, to approve and withhold approval or consent of matters requiring the approval or consent of the Authority.

Section 1.2. Interpretation.

(a)In this Agreement, unless the context otherwise requires:

(1)the terms “hereby,”“hereof,”“herein,”“hereunder,” and any similar terms as used in this Agreement, refer to this Agreement as an entirety, and the term “heretofore” shall mean before, and the term “hereafter” shall mean after, the date of this Agreement;

(2)unless the context shall otherwise indicate, the words “bond,”“bondholder,” “holder,” and “person” shall include the plural as well as the singular number; the word “person” shall include any individual, corporation, partnership, limited liability company, joint venture, association, jointstock company, trust, unincorporated organization or government or any agency or political subdivision thereof;

(3)words of the masculine gender shall mean and include correlative words of the feminine and neuter genders and words importing the singular number shall mean and include the plural number and vice versa;

(4)any headings preceding the texts of the several Articles and Sections of this Agreement, and any table of contents or marginal notes appended to copies hereof, shall be solely for convenience of reference and shall neither constitute a part of this Agreement nor affect its meaning, construction or effect;

(5)words importing the prepayment of the Series 2018Bonds or the calling of the Series 2018Bonds for redemption do not include or connote the payment of several installments of principal at their respective due dates; and

(6)any certificates, letters or opinions required to be given pursuant to this Agreement shall mean a signed document attesting to or acknowledging the circumstances, representations, opinions of law or other matters therein stated or set forth or setting forth matters to be determined pursuant to this Agreement.

ARTICLE II

FINDINGS AND REPRESENTATIONS

Section 2.1. Findings by the Authority. The Authority makes the following findings:

(a)The Authority was duly created and is validly existing under the provisions of the Act. Under the provisions of the Act, the Authority has the power to enter into the transactions contemplated by this Agreement and the Bond Indenture and carry out its obligations hereunder and thereunder. By proper action of its Board of Directors, the Authority has duly authorized the execution and delivery of this Agreement and the Bond Indenture.

(b)The Series 2018 Bonds will mature, bear interest, be redeemable and have other terms and provisions set forth in the Bond Indenture, pursuant to which the trust estate, including theAuthority’s interest in this Agreement (except for Unassigned Rights), including the Payment Installments derived by the Authority from payments made by the Borrower under this Agreement, will be assigned and conveyed to the Bond Trustee as security for the equal and ratable payment of the principal of, premium, if any, and interest on the Series 2018 Bonds.

(c)The execution and delivery of this Agreement and the Bond Indenture, the consummation of the transactions contemplated herein and therein and the fulfillment of or compliance with the terms of this Agreement and the Bond Indenture will not result in a breach of any of the terms or provisions of, or constitute a default under, the Authority’s bylaws or any indenture, mortgage, deed of trust or other agreement or instrument to which the Authority is now a party or by which it is bound or to which its properties are subject.

Section 2.2. Representations and Covenants by the Borrower. The Borrower makes the following representations and covenants:

(a)The Borrower is duly organized and validly existing as a not-for-profit,nonstock corporation under the laws of the Commonwealth of Virginia;

(b)The Borrower (i) is an organization described in Section 501(c)(3) of the Code (or corresponding provisions of prior law) and it is not a “private foundation” as defined in Section 509 of the Code; (ii) has received letters from the Internal Revenue Service to that effect and such letters have not been modified, limited or revoked; (iii) is in compliance with all terms, conditions and limitations, if any, contained in such letters and the facts and circumstances which form the basis of such letters continue substantially to exist as represented to the Internal Revenue Service; and (iv) is exempt from federal income taxes under Section 501(a) of the Code; and the Borrower agrees that it will not take any action or omit to take any action if such action or omission would cause any revocation or adverse modification of such federal income tax status of the Borrower;

(c)The Borrower has the power to enter into this Agreement, the Series 2018 Notesand the Supplemental Master Indenture and by proper corporate action has duly authorized the execution and delivery of this Agreement, the Series 2018 Notes and the Supplemental Master Indenture; and

(d)The execution and delivery of this Agreement, the Series 2018 Notes and the Supplemental Master Indenture, the consummation of the transactions contemplated herein and therein and the fulfillment of or compliance with the terms of this Agreement, the Series 2018 Notesand the Master Indenturewill not result in a breach of any of the terms or provisions of, or constitute a default under, the Borrower’s articles of incorporation or bylaws or any indenture, mortgage, deed of trust or other agreement or instrument to which the Borrower is now a party or by which it is bound or to which its properties are subject, including, without limitation, the Master Indenture.

(e)The Borrower has not received, and to the Borrower’s knowledge, the Prior Bonds Trustee has not received any notice (i) of an event of default under the Prior Bonds Loan Agreement or the Prior Bonds Indenture, or the occurrence of any event which, with the lapse of time or the giving of notice, or both, would become such an event of default, or (ii) from the Internal Revenue Service or the Department of Treasury challenging or questioning the exclusion of interest on the Prior Bonds from gross income for federal income tax purposes.

ARTICLE III

ISSUANCE OF SERIES 2018 BONDS

Section 3.1. Agreement to Issue Series 2018 Bonds; Application of Proceeds. In order to provide funds to pay the Costs of Refunding, the Authority has authorized and agrees that it will issue, sell and cause to be delivered to the Bond Trustee for authentication and delivery by the Bond Trustee its Series 2018 Bonds and will thereupon make a loan of the proceeds of the Series 2018 Bonds received from such sale to the Borrower by applying such proceeds to the payment of the principal of the Prior Bonds. The moneys received by the Authority in connection with the issuance of the Series 2018 Bonds and loaned to the Borrower shall be deposited with the Bond Trustee as required by the Bond Indenture and transferred to the Prior Bonds Trustee to be applied to the payment of the Prior Bond. The Borrower shall cause the Prior Bonds to be completely paid and redeemed within ninety (90) days after the date of issuance of the Series 2018 Bonds.All moneys deposited with the Bond Trustee shall be applied in accordance with the terms and for the purposes set forth in the Bond Indenture and shall not be subject to lien or attachment by any creditor of the Authority.

Section 3.2. Agreement to Undertake the Refunding. The Borroweragrees to make all contracts and do all things necessary to effect the current refunding of the Prior Bonds on or promptly after the date of issuance of the Series 2018 Bonds and to cause the payment in full of all Costs of Refunding within ninety (90) days after the date of issuance of the Series 2018 Bonds.

Section 3.3. Disbursement from the Refunding Fund. The Authority has, in the Indenture, authorized and directed the Trustee to make disbursements from the Refunding Fund to pay the Costs of Refunding. The Trustee shall not make any disbursement from the Refunding Fund for the payment of Costs of Issuance.