AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS AMENDMENT TO PURCHASE AND SALE AGREEMENT (the "Amendment") is made
and entered into effective as of December 31, 1996, (the "Effective Date of
the Amendment"), by and between United Wisconsin Services, Inc., a Wisconsin
business corporation ("UWS") and Midelfort Clinic, Ltd., Mayo Health System,
a Wisconsin corporation ("Clinic") (Individually, a "Party", and collectively
the "Parties").
RECITALS
A. UWS and Clinic (or its affiliate or successor) are parties to that
certain purchase and sale agreement dated January 1, 1992, (the "Agreement"),
pursuant to which Clinic sold all the outstanding shares of Midelfort Health
Plan, Inc. ("MHP").
B. UWS and Clinic (or its affiliate or successor) are also parties to
that certain joint venture agreement dated January 1, 1992, which was
superseded by an Amended and Restated Joint Venture Agreement of even date
herewith (the Amended and Restated "Joint Venture Agreement").
X. Xxxxxxxxx Health Plan, Inc. (MHP) has changed its name to Valley
Health Plan, Inc. (VHP)
D. In consideration for extending the term of the Joint Venture Agreement
and amending the Joint Venture Agreement in other respects, the Parties
desire to extend the term of the Agreement and amend the Agreement in certain
respects as set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual promises
set forth in this Amendment, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereby
agree as follows:
1. ASSIGNMENT. The Parties hereby acknowledge that Midelfort Clinic,
Ltd. has been acquired by Mayo Foundation for Medical Education and Research
("Mayo"), and hereby consents to the assignment by Midelfort Clinic, Ltd. to
Midelfort Clinic, Ltd., Mayo Health System, of all of its right, title and
interest in, to and under the Agreement.
2. MODIFICATION OF AGREEMENT. The Parties hereby agree that the Clinic's
option to repurchase shall be in effect for the Initial Term of the Amended
and Restated Joint Venture Agreement, and may be exercised effective as of
December 31, 1999, subject to the modifications set forth in this Amendment,
and that Section 10.1 and Section 10.4 are hereby amended to read in its
entirety as follows:
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10.1 Either at the end of the Initial Term of the Joint Venture, as
defined in Section 7.1 of the Amended and Restated Joint Venture
Agreement, or termination of the Joint Venture whichever occurs
earlier, the Clinic shall have the option to repurchase one hundred
percent of the outstanding shares of VHP stock.
10.4 The Clinic shall exercise this option to repurchase by giving
written notice to Xxxxxx X. Xxxxx as president of UWS at least One
Hundred and Eighty(180) days but no more than Two Hundred and Seventy
(270) days in advance of the effective date (the "Exercise Date").
The repurchase shall be effective on December 31, 1999, or the date of
termination of the Joint Venture Agreement, whichever occurs earlier.
(the "Repurchase Date").
3. ADDITIONS TO AGREEMENT. The Parties hereby add the following
provision to the Agreement.
10.5 In the event that the Clinic exercises its option to
repurchase, UWS shall, within Forty-five (45) business days after the
end of the month in which the Exercise Date occurs, provide Clinic
with the following: (i) statement of all assets held by VHP and all
liabilities of VHP as of the end of the month in which the Exercise
Date occurs and (ii) balance sheet and statements of income and
expenditures for VHP as of the end of the month in which the Exercise
Date occurs.
10.6 From the Exercise Date through the closing date of such
repurchase (the "Interim Period"), UWS shall not, in connection with
VHP, without the prior written consent of Clinic, (a) enter into any
contract or commitment with respect to VHP extending beyond the
closing date, other than sales or purchases made in the ordinary
course of its business; (b) waive any rights of any substantial value
or sell, assign or transfer any of the assets of VHP other than in the
ordinary course of business; (c) incur any obligations or liabilities
(absolute or contingent) other than current liabilities incurred and
obligations under contracts entered into in the ordinary course of
business; (d) encumbrance any assets, tangible or intangible, other
than the lien of current property taxes not due and payable; (e) sell,
assign or transfer any of the assets of VHP or cancel any debts or
claims; (f) increase the salaries or other fringe benefits made
available to the employees of VHP, institute any bonus, benefit,
profit sharing, stock option, pension, retirement plan or similar
arrangements for the benefit of the employees of VHP, or make any
changes in any such plans or arrangements presently existing; or (g)
enter into any other transactions or series of transactions other than
in the ordinary course of business.
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10.7 UWS shall, within Ninety (90) business days after the
Repurchase Date, provide Clinic with the following: (i) statement of
all assets held by VHP and all liabilities of VHP as of the Repurchase
Date; and (ii) balance sheet and statements of income and expenditures
for VHP as of the current calendar year to the Repurchase Date.
10.8 UWS represents and warrants that the financial statements
provided to Clinic pursuant to Sections 10.5 and 10.7 hereof (i) will
be in accordance with the books and records of VHP which books and
records are complete and accurate in all material respects, (ii) will
present fairly and accurately in all material respects the financial
condition of VHP as of the dates of the balance sheets, (iii) present
or will present fairly and accurately in all material respects the
results of operations of VHP for the periods covered by such
statements, and (iv) have been or will be prepared in all material
respects on a basis consistent with the preparations of VHP's prior
years' financial statements.
4. REFERENCES. All references in this Amendment to the Agreement shall
mean and include, as appropriate, both the original Agreement between the
Parties, and all amendments which are in writing and have been executed by
the Parties. All references in this Amendment or the Agreement to the
Agreement to Midelfort Health Plan, Inc. shall also include reference to
Valley Health Plan, Inc.
5. CONTINUED EFFECT. Except as otherwise provided in this Agreement, but
subject to any other amendments to the Agreement which are in writing and
have been executed by the Parties, the Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed
as of the Effective Date by their respective representatives.
Attest: UNITED WISCONSIN SERVICES, INC.
/s/ Xxxx X. Xxxxx By /s/ [illegible]
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Title
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Attest: MIDELFORT CLINIC, LTD., MAYO
HEALTH SYSTEM
/s/ Xxxx X. Xxxxx By /s/ [illegible]
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Title
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