1
Exhibit 10.8
FOURTH AMENDMENT AGREEMENT
This Amendment Agreement is made and entered into this 31st day of
March, 1998, by and between AMERICAN SHARED RADIOSURGERY SERVICES, INC. ("ASRS")
and GKV INVESTMENTS, INC. ("GKV").
WHEREAS, ASRS and GKV are parties to that certain Operating Agreement
for GK FINANCING, LLC dated October 17, 1995, as amended (the "Operating
Agreement");
WHEREAS, ELEKTA INSTRUMENTS, INC. and GK FINANCING, LLC have entered
into two separate LGK Purchase Agreements for the sale/purchase of total seven
Leksell Gamma Knives on October 11, 1995 and October 11, 1996 respectively and
to which two separate Amendment Agreements have been entered into on the same
date as this Fourth Amendment Agreement thereby absolving ELEKTA INSTRUMENTS,
INC. of any and all obligations to pay interest on monies received from GK
FINANCING, LLC for payments made under the Purchase Agreements;
WHEREAS, ASRS and GKV desire to amend the Operating Agreement in certain
respects;
NOW THEREFORE, in consideration of the mutual covenants and obligations
herein contained, ASRS and GKV agree as follows:
1. Defined Terms.
All capitalized terms and expressions used herein which are defined in
the Operating Agreement shall have the meaning set forth in the Operating
Agreement except for the term "Draw Down Loan" as amended herein.
2. Amendment.
Paragraph 12.23 "Draw Down Loan by GKV to the Company" is hereby amended
as per the following:
a) "Draw Down Loan" is redefined to mean the "Promissory Note" provided
to Skandinaviska Enskilda Banken, New York, and signed by GK FINANCING, LLC on
April 29, 1996, in consideration for the USD 1,300,000.- received by GK
FINANCING, LLC.
b) GKV will pay to GK FINANCING, LLC 50% of the interest charged by
Skandinaviska Enskilda Banken relating to the capital amount of USD 250,000 as
calculated from October 30, 1997 until either the date upon which this capital
amount is repaid to Skandinaviska Enskilda Banken or October 17, 1998, which
ever date comes
2
first. This interest will be paid semiannually as per the Promissory Note terms
and conditions.
Amendment.
GKV will pay to GK FINANCING, LLC 50% of the interest (interest rate to
be equal to that of the Promissory Note above) relating to USD 500,000 received
by ELEKTA INSTRUMENTS, INC. as advance payment for the third (3) Leksell Gamma
Knife purchased by GK FINANCING, LLC as per the LGK Purchase Agreement dated
October 11, 1996. This interest will be calculated from October 30, 1997, and
will be paid semiannually on the same dates as payments of interest under the
Promissory Note above and until either October 17, 1998, or the date upon which
this Leksell Gamma Knife is delivered to enduser's site, which ever date comes
first.
3. Full Force and Effect.
Except as explicitly amended by this Fourth Amendment Agreement and all
previous amendments, the provisions of the Operating Agreement shall remain in
full force and effect.
3
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
AMERICAN SHARED RADIOSURGERY
SERVICES, INC.
By: /s/ Xxxxxx X. Xxxxx
--------------------------------
Title: CEO
-----------------------------
GKV INVESTMENTS, INC.
By: /s/ Xxxxxxx Xxxxx
--------------------------------
Title: President
-----------------------------
