Gaelic Capital Group
0000 Xxxx Xxx Xxxxx
Xxxxx Xxx, Xxxxxxxxxx 00000
(000) 000-0000
February 11, 2002
Xx. Xxxx Xxxxxx CONFIDENTIAL DOCUMENT
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PARKVIEW COMMUNITY HOSPITAL MEDICAL CENTER
0000 Xxxxxxx Xx.
Xxxxxxxxx, Xxxxxxxxxx 00000-0000
Dear Xx. Xxxxxx:
This letter agreement (the "Agreement") entered into this 12th day of February,
2002 sets forth the terms and conditions by and between Parkview Community
Hospital Medical Center, a California not-for-profit corporation ("Hospital")
and Gaelic Capital Group, a Nevada corporation ("GCG"), regarding the retention
of GCG to provide to Hospital the services ("Services") as set forth herein
below and to define GCG's compensation for providing such Services to Hospital.
1. SERVICES TO BE PROVIDED BY GCG. Pursuant to and subject to the terms of
this Agreement, GCG shall provide to Hospital, on a non-exclusive basis,
the following Services:
1.1. Assist Hospital in the location and/or negotiation with a potential
financing source or sources (collectively "Source") to re-capitalize
and/or re-finance and sell Assets of Hospital. For the purposes of
this Agreement, the sale of Assets, re-capitalization and/or
re-financing of Hospital (including the "sale-leaseback" of assets) or
any combination thereof from any such Source shall all be hereinafter
referred to collectively as a "Transaction".
1.2. Assist as one of Hospital's non-exclusive representatives (but without
any authority to bind or obligate Hospital) in discussions and any
preliminary negotiations with such Source in pursuing any potential
Transaction or Transactions;
1.3. Assist Hospital in its preparation of information materials to the
Source describing the re-capitalization and/or refinancing of Hospital
(the "Financial Information Materials") and assist Hospital in the
non-legal aspects of final documentation and closing of any
Transaction;
2. COMPENSATION FOR SERVICES
2.1. FINANCIAL CONSULTING FEE. In consideration of performing the Services
on behalf of Hospital, Hospital agrees to pay to GCG a non-refundable
"Financial Consulting Fee" equal to THIRTY THOUSAND DOLLARS ($30,000).
Hospital will pay the Financial Consulting Fee in four (4) equal
installments ("Installments") of SEVEN THOUSAND FIVE HUNDRED DOLLARS
($7,500) each. Hospital will pay the first Installment to GCG
immediately upon its execution of this Agreement. The remaining three
(3) Installments shall be paid to GCG on a weekly basis commencing one
week after payment of the initial Installment.
2.2. CONTINGENT FINANCIAL CONSULTING FEE. In addition to the Consulting
Fee, for any completed Transaction between Hospital and a Source, GCG
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shall be paid a Financial Consulting Fee. equal to the GREATER of: (a)
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ONE HUNDRED THOUSAND DOLLARS ($100,000); or, (b) an amount equal to
SIX PERCENT (6%) of the total value of any Transaction between
Hospital and the Source including, but not limited to, the combined
amount in the aggregate of any re-capitalization or re-financing of
Hospital plus any consideration received for the sale or sale
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leaseback of any of Hospital's Assets (including those of
subsidiaries).
2.3. A Contingent Financial Consulting Fee will be due to GCG if any
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Transaction (or Transactions, as the case may be) closes, and GCG
understands that Hospital is not under any obligation to close any
Transaction. The obligation of Hospital to pay GCG the Financial
Consulting Fee shall extend beyond the end of the Term or the date of
any Early Termination. Specifically, Section 2.2 and Section 3.0
herein shall continue in full force and effect beyond the end of the
Term (as defined herein below) if any Source and/or Buyer was working
with Hospital or GCG on a Transaction prior to such termination and
subsequently either merges with, and/or invests in, and/or
re-capitalizes and/or re-finances Hospital, and/or purchases the
Assets for a period commencing eighteen (18) months after the end of
the Term. Under any of these circumstances Hospital agrees to pay the
Financial Consulting Fee to GCG pursuant to Section 2.2.
3. EXPENSES. In addition to any compensation payable to GCG pursuant to this
Agreement, Hospital will on a weekly basis either advance on behalf of
and/or immediately reimburse to GCG all reasonable out-of-pocket expenses
incurred by GCG in connection with the performance of the Services, whether
or not a Transaction is completed. GCG will charge Hospital for expenses
ordinarily charged by financial advisers and shall include, among other
things, photocopying and printing costs, postage, long distance telephone
charges, and travel and lodging expenses, if any.
4. TERM OF AGREEMENT. The term of this Agreement will begin on the date of
execution of this Agreement by Hospital and continue until the earlier to
occur of (i) completion of a Transaction, or (ii) 30 days from the date of
execution of this Agreement. The Agreement shall automatically extend
beyond the Term for a period of thirty (30) additional days if either
Hospital or GCG does not otherwise terminate the Agreement in writing. Upon
any event of Termination, GCG shall be entitled to immediately receive all
compensation provided for in this Agreement, including the balance of
Financial Consulting Fee (if any) and all expenses incurred through the
effective date of Termination.
5. TERMS OF RETENTION. The following terms are an integral part of this
Agreement:
5.1. LIMITED ROLE. Because GCG's role in any Transaction is limited,
Hospital should retain attorneys, accountants, appraisers and other
professionals as appropriate for any Transaction.
5.2. INDEMNIFICATION; EXCULPATION. Because GCG will be acting as the
limited representative of Hospital, and relying totally on information
provided by it, Hospital has agreed to indemnify GCG and hold it and
its employees harmless against any acts of fraud or misrepresentation
arising from such Company-provided information.
5.3. ARBITRATION. Hospital and GCG mutually agree to submit any and all
disputes that may arise from this Agreement to binding arbitration and
herein waive any right to trail or other legal proceeding.
The signatories to this Agreement on behalf of GCG and Hospital
respectively represent and warrant that they are duly authorized to enter into
this Agreement on behalf of the party on whose behalf they purport to execute
this Agreement.
PLEASE CONFIRM THAT THE FOREGOING IS IN ACCORDANCE WITH YOUR UNDERSTANDING
BY SIGNING AND RETURNING TO US THIS AGREEMENT ALONG A CHECK FOR THE INITIAL
INSTALLMENT OF THE FINANCIAL CONSULTING FEE OF $7,500. AN EXECUTED COPY HAS BEEN
PROVIDED FOR YOUR RECORDS. WE LOOK FORWARD TO THE COMPLETION OF THIS PROJECT.
Very truly yours,
GAELIC CAPITAL GROUP
a Nevada corporation
By: /s/ Xxxxxxxxxxx X. Xxxxxxx, President
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ACKNOWLEDGED AND ACCEPTED AS OF THE DATE SET FORTH ABOVE:
PARKVIEW COMMUNITY HOSPITAL MEDICAL CENTER
By: /s/ Xxxx Xxxxxx, Chief Executive Officer
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