Letter of Intent
Between the parties, Medic Media Inc, a Delaware corporation, of
000 Xxxxxxx Xxxxxx, Xxx Xxxx XX00000 and (hereinafter "Medic "),
and Automotive Facilities Corporation, Inc, a Delaware
corporation, located at City Centre Bellevue, Suite 730, 000
000xx Xxxxxx, Xxxxxxxx, XX00000 (hereinafter "AFC "), dated 14th
July, 1998.
1. As soon as practical following the date hereof, the parties
shall commence negotiation of a definitive written acquisition
Agreement, with the goal of finalizing such definitive written
acquisition agreement by 14th October, 1998. The definitive
acquisition Agreement shall contain such mutually agreeable
terms, provisions, warranties, representations, covenants,
indemnifications and agreements consistent with this letter of
intent. Notwithstanding the other provisions of this letter of
intent or any past, present or future approvals by the
managements, Boards of Directors or stockholders of Medic or AFC
(including the preliminary authorizations to proceed with
negotiations by the parties' Boards of Directors), or any past,
present or future indications of assent or that some or all
matters under negotiation have been resolved, it is understood
and agreed that neither party to this proposed transaction will
be under any legal obligation with respect to the proposed
transaction (except (a) as set forth in paragraph 6 (Due
Diligence), paragraph 7 (No shop), paragraphs 8 through 10
(Confidentiality), paragraph 12 (Publicity), paragraph 13
(Expenses), and (b) this sentence and the next succeeding
sentences, all of which are understood to constitute legally
binding obligations of the parties hereto), and no offer or
binding commitment shall be implied, unless and until a
definitive written acquisition Agreement providing for the
transaction has been executed and delivered by the parties
thereto, whereupon the provisions of such definitive written
acquisition agreement shall control. Prior to such execution and
delivery of a definitive written acquisition Agreement by the
parties, (i) no withdrawal from or termination of negotiations
for the proposed transaction, for any reason or no reason, shall
be deemed to be in bad faith and (ii) neither party shall be
deemed to have relied to its detriment on representations by the
other party of its intent to pursue or conclude the proposed
transaction. The term"definitive written acquisition Agreement"
does not include any public announcement by any or all of the
parties hereto. This paragraph may not be amended, modified or
waived by the express or implied conduct of the parties, except
by written agreement signed by the officers of the parties,
expressly amending, modifying or waiving this paragraph.
2. Within 90 days of the date of the execution of this
letter of intent, the parties agree to consummate a definitive
written acquisition Agreement wherein Medic will be the surviving
corporation. The definitive written acquisition Agreement will
provide that AFC stockholders will receive, on a pro rata basis,
in accordance with their stockholdings in AFC, (1) 9,500,000
newly issued shares of" common stock, par value $0.01 per share,
of Medic ("Medic Common Stock"). The definitive written
acquisition Agreement will provide further that Medic will
conduct a 20 for 1 reverse split leaving 500,000 shares of Medic
common stock, representing 100% of the issued and outstanding
share capital stock issuance of Medic pre-acquisition with AFC.
3. The name of Medic Media, Inc. will be changed to
Automotive Facilities, Inc.
4. It is understood that this proposed transaction is subject
to the successful resolution of certain tax, financial,
accounting and structural matters and is conditioned upon the
completion of satisfactory due diligence as set forth herein,
the approval of Medic 's and AFC 's Boards of Directors and
stockholders and Medic receiving authorization to trade on a
mutually acceptable stock exchange, Each party has received
Preliminary authorization from its Board of Directors to enter
into this letter of intent and to pursue negotiation of a
definitive written acquisition agreement.
During the period commencing on the date hereof and continuing
through the earlier of (i) 11:59 p.m. eastern time on 14 th
October, 1998 or (ii) the execution of a definitive written
acquisition Agreement (herein referred to as the "Period"),Medic
and AFC , and their respective officers, attorneys, investment
advisors, independent auditors and designated personnel, shall
have the right to conduct such inspections and reviews of the
books, records and related items of Medic and AFC , as the case
may be, and consult with such management personnel, lessors of
property, vendors, service providers, independent auditors and
other persons and entities having material contractual
relationships with Medic and AFC , as the case may be, in each
case as shall be reasonably necessary to permit auditors to
analyze the financial condition, operations, business and
prospects of Medic and AFC. Medic and AFC shall co-operate with
each other in their aforesaid inspections, reviews and
consultations, and shall cause their respective officers and
employees to co-operate with, and provide reasonable assistance
to, one another in such activities, and shall exercise their best
efforts in good faith to cause the aforesaid third parties to
co-operate in such activities. The parties further agree to
co-operate with each other in complying with submissions with
the Securities and Exchange Commission, registration statements
and the preparation and delivery of audited financial statements,
5. Medic and AFC shall not, and shall cause their respective
directors, officers, employees and advisors not to, initiate,
solicit, propose, pursue or enter into any proposals, substantive
discussions, negotiations, letters or statements of intent or
agreements (whether preliminary or definitive) with any person or
entity of any nature other than as provided herein at any time
during the No Shop Period (as such term is defined in the next
following sentence) contemplating or providing for any
re-organisation, share exchange, acquisition, or purchase or sale
of all or a substantial portion or the assets or business or, or
any business combination of any type involving, Medic or AFC , as
the case may be, The term "No Shop Period" shall mean the Period,
as defined in paragraph 6 hereof. Each party hereto shall
communicate with the other party, within 4 business days of in
hand receipt, or actual knowledge of the substance of
communications, by an executive officer of such party, the
material terms of any substantive communication received during
the Period by either such party from a third party concerning any
of the aforesaid matters.
6. During the period Medic will not adjust, split, combine
or reclassify any capital stock; make, declare or pay any
dividend or make any other distribution on, or directly or
indirectly redeem, purchase or otherwise acquire, any shares of
its capital stock or any securities or obligations convertible
into or exchangeable for any shares of its capital stock, or
grant, sell or issue to any individual, corporation or other
person (except as approved by AFC 's Board of Directors or
otherwise agreed to in writing prior to the date hereof or as
provided in the acquisition Agreement) any right or option to
acquire, or securities evidencing a right to convert into or
acquire, any shares of its capital stock,
7. Both parties will hold in confidence and will not
disclose or use for their own benefit any confidential
proprietary information which is designated in writing received
from one another during the due diligence period for up to three
years. This will exclude the following;
(i) information already divulged prior to this letter;
(ii) information already in the public domain;
(iii) information lawfully obtained from a third party source
not subject to this confidentiality agreement;
(iv) information developed independently by staff at either
company who did not previously possess such information.
8. Both parties agree to restrict access to information
related to either party to personnel that have agreed to be bound
by secrecy agreements corresponding to those undertaken by this
letter of intent.
9. Tn the event that this transaction is terminated before
the closure of the acquisition Agreement both parties shall
undertake to return all documents supplied and retain no copies
for use.
10. Each party to this letter warrants and represents that no
broker, finder, intermediary or consultant introduced them or
brought about the proposed acquisition and agrees to defend and
indemnify the other parties against any claim for compensation by
any person on the basis of the alleged obligations incurred.
11. The parties will consult with each other in advance of
issuance concerning the timing, content and method of
dissemination of press releases and other similar announcements
concerning the proposed transaction or the status of
negotiations, Boards' of Directors and stockholders' approvals
and other matters relating to the proposed transaction,
12, In event of failure of the parties to execute and deliver
a mutually agreeable acquisition Agreement, both parties would
accept liability for their own expenses and would have no further
liability or obligation to each other except as provided by
paragraph 9 (Confidentiality).
13. Nothing in this letter of intent is intended to confer
expressly or by implication upon any other person any rights or
remedies under, or by reason of, this letter of intent.
14. This letter of intent may be executed in one or more
counterparts each of which shall be deemed an original and
together constitute one document. The delivery by facsimile of
an executed counterpart of this letter of intent shall be deemed
to be an original and shall have the full force and effect of an
original copy.
IN WITNESS WHEREOF the parties hereto have executed and delivered
this Letter of Intent date first written above,
For and on behalf of Medic Media, Inc.
For and on behalf of Automotive Facilities Corporation, Inc.
Extension to Letter of Intent
Between the parties, Medic Media Inc, a Delaware corporation, of
000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 and (hereinafter "Medic"),
and Automotive Facilities Corporation, Inc, a Delaware,
corporation, located as City Center Bellevue, Suite 730, 000
000xx Xxxxxx, Xxxxxxxx, XX00000 (hereinafter "AFC"), dated 14th
October, 1998.
Both parties hereby agree to extend for a further sixty days the
attached executed Letter of Intent dated 14th July 1998.
For and on Behalf of Medic Media Inc.
For and on Behalf of Automotive Facilities Corporation Inc
FIRST LONDON SECURITIES CORPORATION
0000 Xxxxx Xxxxxx, Xxxxxx, Xxxxx 00000
July 29th 1998
Mr B.R. Xxxxxx
Medic Media, Inc.
Trafalgar House
00 Xxxxxxxx Xxxxx
Xxxxxx XXXX 0XX
Attention : Mr. B.R. Xxxxxx
Gentlemen:
This letter Outlines the terms upon which First London Securities
Corporation ("FLSC") proposes to be engaged by Medic Media, Inc.
(tile "Company") to act as its financial advisor and to furnish
Investment Banking Services to the Company as described below.
1. Investment Banking Services
Section 1. Services Provided by FLSC
(i) Complete a due diligence file of them company's business,
operations, properties, financial condition, management and
strategic direction of the Company, as well as make any
suggestions on how the Company might enhance any of the above,
(ii) Assist the Company in Filing the Form 15c2-11; and,
(iii) Assist the Company in the development of relationships with
the investments community,
Section 2. Term of Engagement
The term of FLSC's engagement shall be from the date of This
Agreement ( the "Initial Term") to the approval by the NASD of
the Form 15c2-11. Notwithstanding the foregoing, either party may
terminate this Agreement at any time upon ten (10) days written
notice to the other party, in which event neither party will have
any further obligation, hereunder, except for any unpaid amounts
under Sections 3 and 4 below.
Section 3. Fees
A total fee of $10,000 shall be paid to FLSC as a result of the
terms described herein, of which $5,000 shall be payable to FLSC
upon filing of form 15c2-11. The additional $5,000 shall be due
and payable upon the approval of the Company's Form 15c2-11 (as
hereinafter defined) with the NASD.
Section 4. Expenses
In addition to the engagement fees in paragraph 3, the Company
agrees to reimburse FLSC on a monthly basis for pre-approved
reasonable travel and out of pocket expenses incurred by FLSC or
their respective counsel with regard to rendering services
hereunder, including but not limited to, airfare, hotel, and
other expenses in connection with visiting the Company which
shall include a due diligence trip to the Company's headquarters
by FLSC and it's counsel, and expenses incurred in connection
with any road show or other presentations or marketing efforts
made on behalf of the Company by FLSC.
II. Representation by the Company
The Company represents that all information provided to FLSC in
connection with the services to be performed under this Agreement
will be complete and correct in all material respects and will
not contain any untrue statements of material fact or omit to
state any material fact necessary to make the statements
contained therein, in light of the circumstances under which they
were made, not misleading ( the "Information"). The Company
agrees to advise FLSC immediately of the occurrence of any event
or any other change known to the Company that results in any of
the Information containing an untrue statement of a material fact
or omitting to state any material fact necessary to make the
statements contained therein, in light of the circumstances under
which they were made, not misleading.
III. Indemnification of FLSC by the Company
The Company agrees to indemnify and hold harmless FLSC and each
person, if any, who controls FLSC within the meaning of the
Securities Act of 1933, as amended, against any lawsuits, claims,
damages, or liabilities (of actions or proceedings in respect
thereof) to which FLSC or such controlling person may become
subject related to or arising out of our engagement hereunder,
without limitation, and will reimburse FLSC and each such
controlling person for all legal and other expenses incurred in
connection with investigating or defending any such lawsuit,
claim, damage, liability, action or proceeding whether or not in
connection with pending or threatened litigation in which FLSC or
any of its directors, officers, agents, employees and controlling
persons is a party; provided, however, that the Company will not
be liable in any such case for losses, claims, damages,
liabilities or expenses that a court of competent jurisdiction
shall I have found in a Final judgement to have arisen primarily
front the gross negligence and wilful misconduct of FLSC or the
'party claiming a right to indemnification, This indemnity
agreement will be in addition to any liability, which the Company
may otherwise have.
In case any proceeding shall be instituted involving any person
in respect to whom indemnity may be sought, such person ( the
"indemnified party") shall promptly notify the Company, and the
Company, upon the request of the indemnified party, shall retain
counsel reasonably satisfactory to the indcmnified party to
represent the indemnified party and any others the Company may
desigjifite in such proceedings and shall pay as incurred the
fees and expenses of such counsel related to such proceeding. In
any such proceeding, any indemnified party shall have the right
to retain its own counsel at its own expense, except that the
Company shall pay as incurred the fees and expenses of counsel
retained by the indemnified party in the event that (i) the
Company and the identified party shall have mutually agreed to
the retention of such counsel or, (ii) the named parties to any
such proceeding including both the Company and the ftidemniried
party and representation of both parties by the same counsel
would be inappropriate, in the reasonable opinion of are
indemnified party, due to actual or potential differing interests
between them. 'I'he Company shall not be liable for any
settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final
iudgeineiit for the plaintiff, the Company agrees to indemnify
the indemnified party to the extent set fortli in this letter.
IV. Company Not Responsible for Content of Published
Research by FLSC
The Company recognizes that FLSC may follow, and may continue to
follow the Company and its common stock and, from time to time,
FI,SC may issue research reports concerning the Company and its
common stock and warrants. It is understood between the Company
and XX.XX that such reports arc not issued on behalf, or with the
authorization, of the Company, and FLSC shall have sole
responsibility for their content. Neither the Company, nor
its officers, directors, employees or affiliates, shall have any
responsibility for any information contained in such reports or
other information disseminated by FLSC concerning the Company,
regardless of whether or not the Company reviews or comments upon
such reports or information,
V. General
This Agreement may not be amended or modified except in writing
and signed by FLSC and the Company, and shall be governed by and
construed in accordance with the laws of the State of Delaware
and all obligations shall be performed in the appropriate County
where the Company operates. This agreement is binding upon and
intires to the benefit of all parties hereto and the FLSC
indemnities.
Delivered herewith are two identical copies of this letter. If
the foregoing accurately reflects our mutual agreement with
respect to the matters set forth herein please confirm your
agreement to the foregoing by signing both of the enclosed copies
of this letter and returning to us one executed copy of this
letter via overnight express delivery.
We appreciate the opportunity to work with you and we look
forward to a successful transaction as a continuation of our
mutually beneficial relationship.
FIRST LONDON SFCURMES CORPORATION
By: Xxxxx X. Shelniire, IV, Managing Director, Investment Banking
Agreed to and accepted as of the dated first above written:
MEDIC MEDIA, INC.
By: B.R.Xxxxxx, President and Director
TECHNOLOGY FINANCE LTD.
Trafalgar House, 00 Xxxxxxxx Xxxxx, Xxxxxx XXXX 0XX
Tel, 0000 000 0000 Fax: 0000 000 0000
5th January 1998
Technology Finance Ltd agrees to forward Medic Media Inc of 000
Xxxxxxx Xxxxxx, Xxx Xxxx, XX, 00000, funds by way of loan up to a
limit of $50,000 to enable Medic Media to comply with statutory
filings and to enabe Medic Media to pursue the consumation of a
potential merger/business combination.
These funds will be forwarded by way of loan and will be
repayable either in cash or securities upon the consumation of a
merger/biLsiness combination.
For Technology Finance Ltd.
For and on behalf of Medic Media Inc.
