INTERCOMPANY AGREEMENT
This Intercompany Agreement (this "Agreement"), dated as of April 1, 2000
(the "Effective Date"), is by and between Prime Medical Operating, Inc., a
Delaware corporation ("PMOI"), Prime RVC, Inc., a Delaware corporation ("Prime
RVC"), Prime Refractive Management, L.L.C., a Delaware limited liability company
("Prime Management"), and Prime/BDR Acquisition, L.L.C., a Delaware limited
liability company ("Prime BDR").
Preliminary Statements
All of the parties to this Agreement are wholly or partially owned,
direct or indirect subsidiaries of Prime Medical Services, Inc., a Delaware
corporation ("PMSI").
PMSI desires to restructure its direct or indirect ownership of certain
of the parties to this Agreement pursuant to (a) a transfer by Prime BDR to PMOI
of all of Prime BDR's ownership interest in Horizon, Inc., a Nevada corporation
("Horizon"), and (b) a transfer by PMOI to Prime RVC of all of PMOI's ownership
interest in Prime/BDEC Acquisition, L.L.C., a Delaware limited liability company
("Prime BDEC") and all of PMOI's ownership interest in Horizon (collectively,
the "Transfers").
In connection with the Transfers, the parties mutually desire to (a)
terminate that certain loan agreement, dated as of September 1, 1999, between
PMOI and Prime BDR (the "Loan Agreement"), (b) cancel any and all promissory
notes or other evidences of indebtedness arising solely under the Loan
Agreement, (c) terminate any and all security agreements, financing statements
and similar agreements that are related solely to the Loan Agreement, (d) after
completing the foregoing, have Prime BDR assign to Prime RVC all of Prime BDR's
contract rights arising under contracts entered into in connection with Prime
BDR's acquisition of an interest in Horizon (the "Horizon Contracts"), in return
for Prime RVC's assumption of all liabilities and obligations of Prime BDR under
the Horizon Contracts, (e) after completing the foregoing, dissolve Prime BDR,
and distribute all of its assets, if any, to Prime RVC, (f) have Prime
Management cancel that certain Promissory Note, dated March 1, 2000, originally
executed by Prime Refractive, L.L.C., a Delaware limited liability company, and
subsequently assumed by Prime RVC, in the principal amount of $5,828,724 (the
"Promissory Note"), so that Prime RVC shall thereupon be released from any
obligation under the Promissory Note.
Statement of Agreement
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good, valuable and binding consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto,
intending to be legally bound hereby, agree as follows:
ARTICLE I.
ASSIGNMENTS
Section 1.1 Horizon Interest. Prime BDR hereby conveys, transfers and
assigns to PMOI, and PMOI hereby acquires from Prime BDR, all right, title and
interest in and to any and all rights of ownership (or rights to acquire
ownership) of Horizon (the "Horizon Interest"), such that on the Effective Date,
immediately prior to the transfers described in Section 1.3, PMOI shall own
sole, exclusive and unencumbered title to sixty percent (60%) of Horizon's
outstanding capital stock (after giving effect to any and all rights or
securities exercisable or exchangeable for, or convertible into, ownership
interests of Horizon).
Section 1.2 Prime BDEC Interest. As allowed by Section 2.5(i) of Prime
BDEC's Limited Liability Company Agreement, PMOI hereby conveys, transfers and
assigns to Prime RVC, and Prime RVC hereby acquires from PMOI, all right, title
and interest in and to any and all rights of ownership (or rights to acquire
ownership) of Prime BDEC, such that after the Effective Date, Prime RVC shall
own sole, exclusive and unencumbered title to sixty percent (60%) of Prime BDEC
(after giving effect to any and all rights or securities exercisable or
exchangeable for, or convertible into, ownership interests of Prime BDEC).
Section 1.3 Subsequent Transfer of Horizon Interest. Immediately upon
its receipt of the Horizon Interest pursuant to Section 1.1, PMOI hereby
conveys, transfers and assigns to Prime RVC, and Prime RVC hereby acquires from
PMOI, all right, title and interest in and to the Horizon Interest.
Section 1.4 Horizon Contracts. Prime BDR hereby assigns to Prime RVC
all of Prime BDR's right, title and interest in and to each of the Horizon
Contracts, and any rights arising thereunder (including, without limitation,
rights to indemnification). Prime RVC hereby assumes all of Prime BDR's
obligations and liabilities arising under the Horizon Contracts.
ARTICLE II.
AGREEMENTS RELATED TO FINANCIAL RELATIONSHIPS
Section 2.1 Termination of Loan Agreement. Prime BDR, PMOI and (as
applicable) Prime RVC hereby terminate the Loan Agreement, cancel any and all
promissory notes or other evidences of indebtedness arising under the Loan
Agreement, and terminate any and all security agreements, financing statements
and similar agreements between or by Prime BDR, Prime RVC and/or PMOI that are
related to the Loan Agreement.
Section 2.2 Cancellation of Promissory Note. Prime Management hereby
cancels the Promissory Note and releases Prime RVC from all obligations
thereunder, regardless of whether such obligations were owed on or before the
Effective Date.
ARTICLE III.
DISSOLUTION OF pRIME BDR AND DISTRIBUTION OF ASSETS
PMOI, in its capacity as the sole member of Prime BDR, hereby consents
to the dissolution of Prime BDR and the distribution of its assets upon
dissolution, if any, to Prime RVC. PMOI further authorizes and directs the
managers of Prime BDR to execute such documents and take such other actions as
may be necessary to give full effect to the provisions of this ARTICLE.
ARTICLE IV.
MISCELLANEOUS
This Agreement shall be binding upon, and shall inure to the benefit
of, the parties hereto and their respective heirs, executors, administrators,
successors and permitted assigns. This Agreement may be executed in multiple
counterparts, each of which shall be an original, but all of which shall
constitute one and the same instrument. There are no third-party beneficiaries
to this Agreement. This Agreement may not be modified, altered or amended except
by a writing signed by all of the parties hereto.
[Signature page follows]
S-1
SIGNATURE PAGE
TO
INTERCOMPANY AGREEMENT
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered on the day and year first above written.
PMOI: PRIME MEDICAL OPERATING, INC.
Xxxxx Xxxxxx, Treasurer
PRIME RVC: PRIME RVC, INC.
Xxxxx Xxxxxx, Treasurer
PRIME MANAGEMENT: PRIME REFRACTIVE MANAGEMENT, L.L.C.
Xxxxx Xxxxxx, Treasurer
PRIME BDR: PRIME/BDR ACQUISITION, L.L.C.
Xxxxx Xxxxxx, signing as a manager
of Prime BDR, and on behalf of PMOI
as sole member of Prime BDR
