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EXHIBIT 10.2
AMENDMENT NO. 2 TO POOLING AGREEMENT
AMENDMENT NO. 2, dated as of April 17, 1997 (this "Agreement"), to
Pooling Agreement dated as of November 16, 1993 (as amended, supplemented or
otherwise modified from time to time, the "Pooling Agreement"), among UHS
Receivables Corp., a Delaware corporation (together with its successors and
assigns, "Finco"), Sheffield Receivables Corporation, a Delaware corporation
(together with its successors and assigns, "Sheffield"), and First Bank National
Association, a national banking association (successor in interest to
Continental Bank, National Association), as trustee (in such capacity, together
with its successors and assigns, the "Trustee").
W I T N E S S E T H :
WHEREAS, pursuant to the Sale and Servicing Agreements (capitalized
terms used without definition in the recitals have the meanings assigned to them
in the Pooling Agreement, including without limitation definitions incorporated
by reference from the Definitions List) the Hospitals have agreed to sell, and
Finco has agreed to purchase, the Receivables and other Transferred Property;
WHEREAS, Finco has assigned and transferred to the Trustee on behalf of
the Trust and pursuant to the terms and conditions set forth in the Pooling
Agreement all of its right, title and interest in, to and under the Receivables
and other Finco Transferred Property;
WHEREAS, Finco, Sheffield and the Trustee wish to amend the Pooling
Agreement to provide for Finco to transfer to the Trustee Receivables from
additional Hospitals entering into Sale and Servicing Agreements as of the date
hereof, to reflect their agreement not to create Trade Receivables Investment
Participation (TRIPS) as originally contemplated, and to make certain other
changes;
NOW THEREFORE, the parties hereto agree as follows:
Section 1. Additional Hospitals. The Pooling Agreement is hereby
amended to provide that the receivables and other property of the additional
hospitals entering Sale and Servicing Agreements on or after the date hereof
shall be transferred to the Trustee pursuant to the Pooling Agreement; such
additional hospitals shall be deemed "Hospitals" for all purposes under the
Pooling Agreement; and all references in the Pooling Agreement to "Receivables",
"Transferred Property" and other terms shall be deemed to include the analogous
terms relating to such hospitals.
Section 2. Procedures for Adding Hospitals. Additional hospitals may
be added after written notice from Finco to Sheffield and the Trustee upon
receipt by Finco and the Trustee of written consent by Sheffield to the addition
of such hospital and the execution and delivery of a Sale and Servicing
Agreement by such hospital and Finco.
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Section 3. Termination of TRIPS Provisions. The parties have agreed
not to create the TRIPS Participations contemplated at the time the Pooling
Agreement was executed. Accordingly, the parties hereby agree that:
(a) the Trustee shall have no obligation to maintain a TRIPS Register
or provide notices to any TRIPS Holder, and the Pooling Agreement is hereby
amended to delete the requirement that the Trustee maintain a TRIPS
Register or provide notices to any TRIPS Holder; and
(b) the Trustee shall have no obligation to maintain the TRIPS Payment
Account, the TRIPS Sub-account and the TRIPS Interest Sub-account, and the
Pooling Agreement is hereby amended to delete the requirement that the
Trustee maintain such accounts.
Section 4. Other Amendments.
(a) The Pooling Agreement is hereby amended to replace the definitions
of "Concentration Limit", "Offset Reserves", "Maximum Aggregate Capital",
"Maximum Sheffield Capital" and "Preferred Insurer/HMO/PPO" incorporated by
reference from the Definitions List with the definitions set forth on
Exhibit A to this Amendment.
(b) Sections 2.13(b) of the Pooling Agreement is hereby amended to
increase the maximum Aggregate Capital from $85,000,000 to $100,000,000.
(c) The Trustee shall have no obligation to maintain the Sheffield
Sub-account. All reference in the Pooling Agreement to such account shall
be deemed to be references to the Collateral Account.
Section 5. Effect of Amendment. The Pooling Agreement as modified by
this Amendment shall remain in full force and effect, and all references in the
Pooling Agreement to "this Agreement" shall mean the Pooling Agreement as
amended hereby unless the meaning requires otherwise.
Section 6. Counterparts. This Amendment may be executed in any number
of copies, and by the different parties hereto on the same or separate
counterparts, each of which shall be deemed to be an original instrument.
Section 7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE INTERNAL LAW OF THE STATE OF
NEW YORK WITHOUT REFERENCE TO CONFLICTS OF LAW RULES OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, Finco, Sheffield and the Trustee have caused this
Agreement to be duly executed by their duly authorized officers, all on the day
and year first above written.
UHS RECEIVABLES CORP.
By: /s/ [SIG]
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Title:
SHEFFIELD RECEIVABLES
CORPORATION
By: /s/ [SIG]
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Title: Director
FIRST BANK NATIONAL
ASSOCIATION, Trustee
By: /s/ [SIG]
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Title: Vice President
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Acknowledged and Agreed:
BARCLAYS BANK PLC, as Liquidity Agent
By: /s/ [SIG]
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Title: Director
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EXHIBIT A
NEW DEFINITIONS
Concentration Limit: On any date of determination and when used with
reference to Eligible Receivables of a specified type held by Finco and in which
the Participants have acquired the Participations, the following applicable
percentage of the aggregate Outstanding Balance of all Eligible Receivables so
held by Finco represented by such type of Eligible Receivables, after giving
effect to any purchases by Finco of Eligible Receivables to be effected on such
date:
Obligor
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Medicare 40%
Medicaid 15%
Preferred Blue Cross/Blue Shield 10%
Aggregate Blue Cross/Blue Shield 10%
Aggregate Insurers/HMOs/PPOs 60%
Champus 7%
Worker's Compensation 10%
Preferred Insurer/HMO/PPO 7%
Other Blue Cross/Blue Shield 1%
Other Insurer/HMO/PPO 3.75%
Offset Reserves: On any date, the sum of 9(a) $1,000,000, (b) an amount
determined as of the last day of the preceding Settlement Period to be equal to
the unpaid portion, as reflected in all audited periodic cost reports filed by
all Hospitals with the appropriate state and federal Governmental Authorities
under the applicable Medicaid programs and with HCFA under Medicare, of the net
amount payable by the aggregate of all Hospitals for which cost reports
indicate amounts payable to such governmental authorities and (c) an additional
amount, if greater than zero, determined as of the date of completion of all
audits of all periodic cost reports filed during the preceding fiscal year of
UHS for all UHS Entities to be equal to (i) the greater of (A) 1.5 times the
highest amount (rounded to the nearest $1,000,000) payable to such Governmental
Authorities and reflected in the past three annual audited cost reports of all
Hospitals for which audits determined net amounts to be payable to such
Governmental Authorities and (B) three times the amount payable to such
Governmental Authorities and reflected in the most recent audited cost reports
of all Hospitals for which audits determined net amounts to be payable to such
governmental authorities minus (ii) an amount equal to the aggregate
Collections received in respect of Self-Pay Receivables during the period of
two Consecutive Settlement Periods occurring in the fiscal year immediately
preceding such date of determination for which such aggregate Collections were
the lowest.
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MAXIMUM AGGREGATE CAPITAL: $100,000,000.
MAXIMUM SHEFFIELD CAPITAL: $75,000,000, as such amount may be increased
from time to time in accordance with Section 2.13 of the Pooling Agreement.
PREFERRED INSURER/HMO/PPO: At any time of reference, individually, any
Obligor which is a commercial insurer, health maintenance organization,
preferred provider organization or similar entity (excluding Blue Cross/Blue
Shield) and which is rated at least BBB- by S&P and Baa-3 by Moody's.
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