Harold Cramer, Esq. 15th Floor, Fidelity Building Philadelphia, Pennsylvania 19109

Size: px

Start display at page:

Download "Harold Cramer, Esq. 15th Floor, Fidelity Building Philadelphia, Pennsylvania 19109"

Annice Hodge
5 years ago
Views:

1 EXHIBIT A UNIVERSITY 21, 1976 OF pennsylvania PHIL Harold Cramer, Esq. 15th Floor, Fidelity Building Philadelphia, Pennsylvania Re: Graduate Hospital Dear Mr. Cramer: We are writing to you in your capacity as Chairman of the Initial Board of the corporation to be formed upon the proposed filing of Articles of Division under which the statutory corporation known as The Trustees of the University of Pennsylvania (the University ) is to be divided into two corporations and The Graduate Hospital of the University of Pennsylvania (the Hospital ) is thereafter to be owned and operated by a new charitable corporation (the Graduate Corporation ) which will be formed by the filing of the said Articles of Division. We desire to record and confirm the understanding between the University and the Graduate Corporation concerning the amount and terms of the debt obligation which will be assumed by the Graduate Corporation in consideration of loans and expenditures (aggregating $9,802,231 on the books of the University as of June 30, 1976) made by the University for the benefit of the Hospital. In an effort to make possible and assist the reorganization of the Hospital as an independent, self-sustaining community-owned teaching hospital, the University agrees that, upon the filing of the Articles of Division referred to above, it will reduce the principal amount of the indebtedness of the Graduate Corporation to the University from $9,802,231 to $3,800,000. Upon the formation of the Graduate Corporation a Debt Obligation Agreement will be executed between the University and the Graduate Corporation providing for the payment of interest at the rate of 10% per annum on this $3,800,000 debt, payable quarterannually. The payment of principal will be fully subordinated to the payment of all indebtedness for borrowed money of the Graduate Corporation, and the Agreement will specifically provide that if all interest payments are made as agreed upon the University will, at the maturity of the obligation, contribute the principal amount thereof to the Graduate Corporation by waiving payment and cancelling the same. If the terms set forth above are acceptable to you and the Initial Board, acting for the Graduate Corporation, please so indicate on the enclosed copy hereof and return the same to me, whereupon this letter of understanding shall

2 150B Harold Cramer, Esq. 2 December 21, 1976 become a binding obligation on the University and the Graduate Corporation, each of which intends to be legally bound hereby. THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA Martin Meyerson, President By authorization of the Initial Board and on behalf of the Graduate Corporation, I agree that the Graduate, Corporation will, upon its formation and establishment as the owner and operator of the Hospital, agree to and execute a Debt Obligation Agreement in accordance with the terms and provisions set forth in the foregoing letter. Graduate Corporation Harold Cramer, Board Chairman of the Initial I SECRETARY

3 150C Exhibit B University of Pennsylvania PHILADELPHIA December 21, 1976 Harold Cramer, Esq. 15th Floor, Fidelity Building Philadelphia, Pennsylvania Re: The Graduate Hospital Dear Mr. Cramer, Supplementary to and as a part of the letter agreement of even data herewith, which you and I entered into on behalf of the University of Pennsylvania and the Initial Board, I am writing to record and confirm our understanding that the Debt Obligation Agreement, referred to in the said letter agreement, which is to be executed upon the formation of the Graduate Corporation, will be in substantially the form attached hereto as Exhibit A. If this understanding is agreeable to you and the Initial Board, acting for the Graduate Corporation, please so indicate on the enclosed copy hereof and return the same to me, whereupon this supplementary letter shall become a binding obligation on the University and the Graduate Corporation, each of which intends to be legally bound hereby. THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA BY: Martin Meyerson, President By authorization of the Initial Board and on behalf of the Graduate Corporation; I agree to the terms set forth in the foregoing letter. Graduate Corporation Harold Cramer, Board Chairman of the Initial SECRETARY

4 150D Exhibit A DEBT OBLIGATION AGREEMENT The GRADUATE HOSPITAL CORPORATION (the Graduate Corporation ), a corporation formed upon the filing of Articles of Division by THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA (the "University"), hereby agrees with the University as follows: 1. In consideration of loans, advances and expenditures made by the University for the benefit of the Graduate Hospital aggregating, as of June 30, 1976, $9,802,231, the Graduate Corporation promises to pay to the University on March,2017, the principal sum of $3,800,000, and to pay interest thereon at the rate of 10% per annum in quarterannual installments of $95,000 each on the day of March, June, September and December of each year during the forty-year term of this debt obligation. 2. The University agrees that if all of such interest payments arc well and truly made during such forty-year term, the University shall, as a further contribution to the Graduate Corporation, forgive and waive the payment of the $3,800,000 debt evidenced hereby and cancel and satisfy the indebtedness represented by this instrument. In consideration of such undertaking by the University, the Graduate Corporation agrees that it shall not, without the consent of the University, be entitled to make any prepayment of principal of this obligation. 3. The following events shall be events of default: (i) failure of the Graduate Corporation to make any interest payment when due; (ii) the filing Of any bankruptcy or insolvency proceedings by or against the Graduate Corporation; (iii) the taking of any action by Graduate Corporation looking toward its dissolution or the sale or disposition of its assets except to a successor charitable corporation SECRETARY

5 EXECUTIVE BOARD DECEMBER 7, E Exhibit A - DEBT OBLIGATION AGREEMENT - Page 2 or entity formed to continue the operation of the Graduate Hospital. Upon the occurrence of any event of default the University may, at its option, declare the entire principal amount of the indebtedness represented hereby due and payable, provided that the obligation of the Graduate Corporation to pay the principal sum due hereunder shall be in all respects subordinated to the payment of all other obligations of the Graduate Corporation for borrowed money. 4. This obligation shall be binding upon the Graduate Corporation and its successors and shall inure to the benefit of the University and its successors. It shall not be assignable by the University except to another entity wholly owned and controlled by the University. I IN WITNESS WHEREOF, each of the parties to this Agreement, intending to be legally bound hereby, has executed the same this day of March, GRADUATE HOSPITAL, CORPORATION Attest: THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA Attest:

6 150F PLAN AND AGREEMENT OF DIVISION OF THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA (hereinafter sometimes referred to as the "University"), desiring to effect a division pursuant to Sections 7941 et seq. of the Pennsylvania Non-Profit Corpora-s tion Law, 15 Pa.S et seq., adopts the following PLAN AND AGREEMENT OF DIVISION. WHEREAS, the University owns and operates a hospital known as the Graduate Hospital of the University of Pennsylvania (hereinafter sometimes referred to as "Graduate Hospital") and located at 19th and Lombard Streets, Philadelphia, Pennsylvania; and WHEREAS, the University desires to relinquish ownership and control of Graduate Hospital to a new non-profit corporation to be created by a division effected under the Pennsylvania Non-Profit Corporation Law, and to vest such new corporation with all the assets and liabilities heretofore associated with the Graduate Hospital; and' WHEREAS, the Orphans' Court Division of the Court of Common Pleas of Philadelphia County, by Adjudication dated December 27, 1972, in the matter of the Estate of Frederick S. Pepper, Jr., deceased, No of 1933, terminated a trust created by the will of the said testator and ordered that the corpus of the said trust be paid over to the University when, as and if the University erected permanent improvements to the main building of Graduate Hospital and designated such building in memory of the testator; and WHEREAS, the University desires, insofar as it has the power to

7 150G do so, to vest in the new corporation its interest in the bequest of Frederick S. Pepper, Jr., as modified by the said adjudication; and WHEREAS, the University holds certain endowment and other funds which it received and holds for application at and support' of Graduate Hospital and proposes to vest these endowment and other funds in the new corporation, on the same terms and conditions and subject to the same restrictions as it now holds them; NOW, THEREFORE, the terms and conditions of the division and the mode for carrying it into effect are these: I THE DIVISION Section 1.0 Division. The University will on the effective date divide and become two corporations with names and attributes set forth in this Part I of this Plan and with the assets and liabilities set forth in Parts II and III, respectively, of this Plan. Section 1.1 The University. The University will survive the division without change in its charter, will continue to be known as The Trustees of the University of Pennsylvania, and will in all respects not specifically provided for in this Plan continue to exist and operate and to hold the same assets and be responsible for the same obligations as though the division had never occurred. Section 1.2 The New Corporation Names.. The new corporation resulting from this division will be known as Articles of Incorporation. The new corporation will have the articles of incorporation which appear as Exhibit "A" to this Plan.

8 150H Board of of Directors. Harold B. The Cramer, initial board (Chairman) shall be composed Murray Levin, Henry J. Tumen, M.D., Paul Kern, George A. Scott, and Bernard J. Korman and or such other or additional persons as may be des- ignated by them. Section 1.3 Effective Date, The division will take effect, and the new corporation will come into existence; at 12:01 a.m. on ASSETS Section 2.0 Disposition of Assets. At the effective date of the divisions the assets of the University will vest in the University and in the new corporation in accordance with Sections 2.1 and 2.2, respectively, of this Plan. Section 2.1 The University. Except for the assets which are listed in Exhibits "B" and "C" to this Plan or otherwise provided for in Section 2.2 of this Plan, the University will continue to hold and own after the effective date of the division all assets which it holds or own immediately prior to the effective date of the division, exactly as though the division had not occurred. Section 2.2 The New Corporation. At the effective date of the division and upon its creation, the new corporation will be vested with and will hold the following assets of the University, subject to any conditions, restrictions; claims or liens to which they are subject in the hands of the University immediately before the effective date of the division: Real Estate. The real property listed in the schedule of real estate attached as Exhibit "B" to this Plan.

9 150I Operating Assets. The assets which are listed in the Schedule of Operating Assets attached as Exhibit "C" to this Plan Bequest of Frederick S. Pepper, Jr. The University's interest in the corpus of a trust created by the will of Frederick S. Pepper, Jr., which trust was terminated and its corpus awarded to the University by an Adjudication dated December 27, 1972, of the Orphans' Court Division of the Court of Common Pleas of Philadelphia County at No of 1933, subject to the conditions stated in such Adjudication, to wit: "that (1) the funds be used for the modernization of the main building of The Graduate Hospital of the University of Pennsylvania and (2) that the modernized main building of The Graduate Hospital be re-named THE FREDERICK S. PEPPER MEMORIAL PAVILION." Endowment and Restricted Funds. All funds listed in Exhibit "D" to this Plan which the University holds as endowment funds or as restricted current funds and whose application is restricted to the support of Graduate Hospital or of activities conducted at Graduate Hospital or to the maintenance of free beds at Graduate Hospital, subject in the case of each such fund to the terms, conditions and restrictions on and under which the University holds such funds. Section 2.3 Further Necessary Instruments. The University will from time to time at the request of the new corporation acknowledge and deliver to it such deeds, assignments and instruments of transfer or release as may be appropriate to carry out more effectively the purposes of this Plan, and to do such other acts as remain or become necessary to be done to carry out more effectively the terms and conditions of this Plan. -4-

10 150J LIABILITIES AND OTHER OBLIGATIONS Section 3.0 Assumption of Liabilities and Other Obligations. At and after the effective date of the division, the; University's and the new corporation's respective liabilities and obligations shall be as set forth in Sections 3.1 and 3.2, respectively. Section 3.1 The University. On an&after the effective date of the division, the University will continue to be responsible for all liabilities, whenever they accrue, which arise on account of obligations which it undertook before such effective date, in all respects as if the division had not occurred, except that the University will have no further liability on account of such of its obligations as are specified in Section 3.2 of this Plan, and the University will have all the rights as against 'the new corporation with respect to such obligations as are provided for in that section. Section 3.2 The New Corporation. The new corporation will, as of the effective date of the division, assume, and pay when due (i) all liabilities, and obligations which were incurred by the University before the effective date of the division and which appear in the Schedule of Liabilities and Obligations attached as Exhibit "E" to this Plan, (ii) the Debt Obligation Agreement-as agreed upon in letter agreements dated December 21, 1976 and (iii) the Real Estate and Construction Planning Advances Obligation in the form attached as Exhibit "F"; and will at all times indemnify and hold the University harmless from and against all judgements, awards, 'claims, demands, rights or causes of action, present. or future, known or unknown, which have arisen or been asserted or which may arise or be asserted on account of such liabilities or obligations or any of them; and will defend the University against all suits and actions

11 150K at law or in equity which may be brought by any person against the University on account of such liabilities or obligations or any of them, provided only that the University shall have notified the new corporation that such suit or action has been brought and requested that the new corporation take up the defense of the University. Section 3.3 Future Liabilities and Obligations. From and after the effective date of the division, the University and the new corporation will incur obligations and liabilities each in its own name only and neither in the name of the other; and neither will pledge the credit of the other or cause third persons to rely upon the credit of the other, except pursuant to a written undertaking of the University or of the new corporation to be obligated on account of obligations incurred by the other on or after the effective date of the division. IN WITNESS WHEREOF; the University has adopted the foregoing Plan and Agreement of Division and has caused it to be executed by the Chairman of the Board of Trustees and the President of the University under the Seal of the University this day of,1977 THE TRUSTEES OF THE UNIVERSITY OF PENNSYLVANIA By Chairman of the Board of Trustees President of the University Attest Secretary of the University

12 150L EXHIBIT "A" [Articles of incorporation of new corporation.] EXHIBIT "B" [Schedule of Real Estate.] EXHIBIT "C" SCHEDULE OF OPERATING ASSETS [Includes land and building, office equipment and supplies, hospital equipment and supplies, accounts receivable, and "all other assets associated with the operations of Graduate Hospital".] EXHIBIT "D" ENDOWMENT AND OTHER RESTRICTED FUNDS EXHIBIT "E" SCHEDULE OF LIABILITIES AND OBLIGATIONS [Includes accounts payable, obligations under purchase and service contracts, under the pension fund, and under the laundry service agreement.] EXHIBIT "F" FORM OF REAL ESTATE AND CONSTRUCTION PLANNING ADVANCES OBLIGATION

REVOLUTION LIGHTING TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter)

REVOLUTION LIGHTING TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event