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• In order to take advantage of the lower rates of interest available through the use of variable rate demand instruments, the Borrower has requested the Issuer to issue its Variable Rate Demand/Fixed Rate Industrial Development Revenue Refunding Bonds (Florida Convalescent Centers, Inc. Project), Series 1988 (the "Bonds") for the purpose of refunding currently the Prior Bonds. Accordingly, the Issuer has duly adopted (i) Resolution No. 87-125 with respect to the Bonds, wherein the Bonds were referred to as "Industrial Development Revenue Refunding Bonds, Series 1987 (Florida Convalescent Centers, Inc. Project)", and (ii) Resolution No. 87-126 with respect to the Bonds, wherein the Bonds were referred to as "Revenue Refunding Bonds, Series 1987 (Florida Convalescent Centers, Inc. Project)." The Bonds will be issued under an Indenture of Trust (the "Indenture") between the Issuer and Third National Bank in Nashville (the "Trustee"). The Bonds will bear interest and will be subject to optional and mandatory tender and optional and mandatory redemption as specified in the Indenture and the Bonds. The proceeds of the Bonds will be loaned to the Borrower pursuant to a Loan Agreement (the "Loan Agreement") between the Issuer and the Borrower and will be applied to refund the Prior Bonds on the date of issuance of the Bonds or as soon thereafter as possible, in accordance with the terms of the Indenture. The Bonds will be secured by a direct -pay Letter of Credit (the "Letter of Credit") issued by The Toronto Dominion Bank, acting through its Chicago Branch (the "Bank"). The Borrower will be obligated to reimburse the Bank for amounts drawn under the Letter of Credit pursuant to a Reimbursement Agreement (the "Reimbursement Agreement"). The obligations of the Borrower under the Reimbursement Agreement will be secured by a mortgage (the "Mortgage") on certain real property located in Indian River County, Florida in favor of the Bank and will be guaranteed by National HealthCorp L.P., a Delaware limited partnership ("NHC") and James O. McCarver ("McCarver") pursuant to a Guaranty Agreement (the "Guaranty Agreement") among NHC, McCarver and the Bank. Bonds tendered by the holders thereof in accordance with the Bonds and the Indenture may be remarketed by Alex. Brown & Sons Incorporated, as remarketing agent (the "Remarketing Agent"), pursuant to a Remarketing Agreement (the "Remarketing Agreement") among the Remarketing Agent, the Borrower and NHC. BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF INDIAN RIVER COUNTY, FLORIDA AS FOLLOWS: Section 1. AUTHORITY FOR THIS RESOLUTION. This reso- lution is adopted pursuant to the provisions of Part II of Chapter 159, Florida Statutes, as amended, and other applicable provisions of law (the "Act"). Section 2. DEFINITIONS. Unless the context otherwise requires, the terms used in this resolution shall have the -2-