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EXHIBIT 10.2
AGREEMENT
AGREEMENT, dated as of August 31, 1998 (this "Agreement"), by and
among each hospital company signatory hereto (together with its successors and
assigns, the "Withdrawing Hospital"), UHS Receivables Corp., a Delaware
corporation (together with its successors and assigns, "Xxxxx"), Sheffield
Receivables Corporation ("Sheffield") and U.S. Bank National Association,
formerly known as First Bank National Association, as Trustee (the "Trustee").
W I T N E S S E T H :
WHEREAS, Xxxxx has purchased the Receivables of each Withdrawing
Hospital pursuant to Sale and Servicing Agreements dated as of various dates
(the "Prior Sale and Servicing Agreements" and all capitalized terms used
without definition herein shall have the meanings set forth in or incorporated
by reference into the Prior Sale and Servicing Agreement);
WHEREAS, the parties wish to terminate the Prior Sale and Servicing
Agreement, and in connection therewith the Withdrawing Hospital wishes to
repurchase from Xxxxx, and Xxxxx wishes to resell to the Withdrawing Hospital,
all of the Hospital's Receivables and all related Transferred Property;
WHEREAS, Xxxxx is purchasing the Receivables of certain other hospitals
pursuant to Sale and Servicing Agreements, dated as of the date hereof, between
Xxxxx and each of Northwest Texas Healthcare System, Inc., McAllen Medical
Center L.P., Xxxxxxxxx Hospital Medical Center, LLC and Valley Health System,
LLC (the "1998 Sale Agreements") and adding such Receivables to its credit
facility with Sheffield pursuant to the Pooling Agreement, dated as of November
16, 1993, as amended, among Xxxxx, Sheffield and the Trustee (the "Pooling
Agreement");
NOW THEREFORE, the parties hereto agree as follows:
1. The Prior Sale and Servicing Agreement between each Withdrawing
Hospital and Xxxxx is hereby terminated effective as of 12:01 a.m.
_____________, 1998 (the "Effective Date"), and shall have no further force or
effect following the Effective Date; provided, however, that (a) all
representations and warranties of the Withdrawing Hospital and Xxxxx under the
respective Prior Sale and Servicing Agreements shall survive the execution and
delivery of this Agreement, (b) all of the rights and obligations of the parties
under Article VII (Indemnification and Expenses) of the Prior Sale and Servicing
Agreement shall survive such termination.
2. Xxxxx does hereby sell, assign, transfer, and convey to each
Withdrawing Hospital all of its right, title, and interest of Xxxxx as of the
Effective Date in and to the Receivables originated by such Withdrawing Hospital
and the related Transferred Property, together with all Collections received
after the Effective Date in respect of such Receivables.
3. In consideration for the sale of the Receivables and the related
Transferred Property, the Withdrawing Hospital hereby agrees to pay Xxxxx the
amount set forth opposite its name on
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Exhibit A hereto, representing the outstanding balance of the Receivables and
the related Transferred Property as of the Effective Date.
4. Xxxxx hereby releases its security interest in the Receivables and
the related Transferred Property.
5. Xxxxx represents and warrants to Sheffield and the Trustee that upon
giving effect to the 1998 Sale Agreements and this Agreement, it will be in
compliance with the conditions to payments set forth in Section 3.2 of the
Pooling Agreement.
6. Sheffield and the Trustee hereby consent to the termination of the
Prior Sale and Servicing Agreements and the transfer of the applicable
Receivables from Xxxxx to each Withdrawing Hospital.
7. Xxxxx, Sheffield and the Trustee agree to do such further acts and
things and to execute and deliver Uniform Commercial Code financing and
termination statements and such additional assignments, agreements, powers and
instruments as are required by Xxxxx or the Withdrawing Hospital to carry into
effect the purposes of this Agreement or to better assure and confirm unto the
Withdrawing Hospital its rights, powers and remedies hereunder.
8. This Agreement shall be binding upon, and inure to the benefit of,
the parties and their respective heirs, personal representatives, successors and
assigns.
9. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of New York, regardless of the laws that
might otherwise govern under applicable principles of law.
10. This Agreement may be signed in two or more counterparts with the
same effect as if the signatures to each counterpart were upon a single
instrument, and all such counterparts together shall be deemed an original of
this Agreement.
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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the date first above written.
THE XXXXXX, INC.
THE BRIDGEWAY, INC.
DEL AMO HOSPITAL, INC.
FOREST VIEW PSYCHIATRIC HOSPITAL, INC.
UHS OF XXXXXX, INC.
HRI HOSPITAL, INC.
UHS RECOVERY FOUNDATION, INC.
LA AMISTAD RESIDENTIAL TREATMENT
CENTER, INC.
MERIDELL ACHIEVEMENT CENTER, INC.
THE PAVILION FOUNDATION
RIVER OAKS, INC.
TURNING POINT CARE CENTER, INC.
By:__________________________________
Xxxx X. Xxxxxx
Treasurer
UHS RECEIVABLES CORP.
By:__________________________________
Xxxxxx Xxxxxxxx
Vice President and
Treasurer
SHEFFIELD RECEIVABLES CORPORATION
By:__________________________________
U.S. BANK NATIONAL ASSOCIATION,
formerly known as FIRST BANK NATIONAL
ASSOCIATION, as Trustee
By:__________________________________
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EXHIBIT A
REPURCHASE PRICE OF RECEIVABLES
Hospital Amount
The Xxxxxx, Inc. $
The Bridgeway, Inc. $
Del Amo Hospital, Inc. $
Forest View Psychiatric Hospital, Inc. $
UHS of Xxxxxx, Inc. $
HRI Hospital, Inc. $
UHS Recovery Foundation, Inc. $
La Amistad Residential Treatment Center, Inc. $
Meridell Achievement Center, Inc. $
The Pavilion Foundation $
River Oaks, Inc. $
Turning Point Care Center, Inc. $