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<br />XEROX TELECOPIER 496 , 1 212 286 1786+ :• 4
<br />this current earnings, adjustment).* For such purposes, "adjusted net book
<br />income" and "adjusted current earnings" would include, among other items,
<br />interest incor" from the Boru:a of such other Isiuss. In addition, interest
<br />income on the. Bonds of each Issue will be subject to the environmental tax
<br />imposed on cdrporations •wider the Code, for taxable years beginning after
<br />December 31, ;986, an4 before January 1, 1992, and to the branch profits tax
<br />imposed on foreign eorporAlons engaged in a trade or business in the United
<br />States for taxable years beoinning after December 31, 1986.
<br />Thendentures provide that prior to the conversion of the interest
<br />rate for Bons of an Issue from the Variable Rate to a Fixed Rata by the
<br />establishment:of one Or more Fixed Rate Periods, there must be delivered to
<br />the Trustee an opinion of'Bond Counsel to the effect that such conversion
<br />will not have an adverse iffect on the excludability from gross income of
<br />interest paid.on such Bondi for federal income tax purposes• Accordingly, no
<br />opinion is expressed by Co -Bond Counsel as to federal income taxation of the
<br />interest on any Bond 'after any such conversion of the interest rate on such
<br />Bonds by establishment,of +or more Fixed Rate Periods for such Bonds.
<br />See Appendix C•for�the proposed forms of opinions of Co -Bond Counsel.
<br />LEGAL MATTERS
<br />Legal matters incident to the authorization and issuance of the Bonds
<br />of each Issue will be passed upon by Piper & Marbury, Baltimore, Maryland, and
<br />Shutt$ & Bowan, Miami, Florida, Cc -Bond Counsel. The approving opinion of
<br />Piper & Marbury with respect to each Issue, the proposed forms of which appear
<br />in Appendix C hereto, will be printed on the Bonds of such Issue.
<br />Certain legal matters will be passed upon for the Company by John F.
<br />Robenalt, Esquire, Lima, Ohio, for NHC by Richard F. LaRoche, Jr., General
<br />Counsel to MC, for the Underwriter by Piper & Marbury, Baltimore, Maryland,
<br />and for the Hank, by Powell, Goldstein, Frazer & Murphy, Atlanta, Georgia,
<br />Mayer, Brown.& Platt, Chicago, Illinois, and McCarthy & McCarthy, Toronto,
<br />Canada.
<br />ti
<br />*On October 14, 1987, the House Ways and Means Committee adopted a proposal
<br />that, if en}cteI into law, would require a corporation to increase its
<br />alternative minimum tax taxable income by 100% of the amount by which its (a)
<br />"adjusted book income" for taxable years beginning in 1988 and 1999 and (b)
<br />"adjusted current earningsO for taxable years beginning after 1989 exceeds its
<br />alternative minimum tax taxable income.
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