AMENDMENT TO THE JOINT VENTURE AND OTHER AGREEMENTS
This Amendment, effective as of the 30th day of September 1996, is made
to the Joint Venture Agreement dated as of August 11, 1993 (the "Agreement"), by
and between SLT Rentals, Inc. and MEDIQ Surgical Equipment Services, Inc., joint
venturers in the Joint Venture known as MEDIQ PRN/SLT. This Amendment modifies
also the Supply and Services Agreement between Surgical Laser Technologies, Inc.
("SLT") and MEDIQ PRN/SLT, and the Services Agreement between MEDIQ\PRN Life
Support Services, Inc. ("Mediq") and MEDIQ PRN/SLT.
WITNESSETH
WHEREAS SLT and Mediq, through their affiliates, SLT Rentals, Inc. and
MEDIQ Surgical Equipment Services, Inc. respectively, entered into a Joint
Venture, known as MEDIQ PRN/SLT, pursuant to a Joint Venture Agreement dated
August 11, 1993, in order to exploit the short-term rental market throughout the
United States for surgical lasers and other equipment, and
WHEREAS in furtherance of the Joint Venture Agreement SLT entered into
a Supply and Services Agreement with the Joint Venture and Mediq entered into a
Services Agreement, each as of August 11, 1993, and each supplemented by an
addendum of the same date; and
WHEREAS the joint venture partners, assisted by their affiliates SLT
and Mediq, have conducted such short-term rental business (including
per-procedure rentals), garnering customers in the course of that business,
incurring long-term obligations in favor of KCI Financial Services, Inc., a
leasing company, and sustaining financial losses, and
WHEREAS SLT Rentals, Inc. and SLT desire to continue in the short-term
rental business and to expand the same in geographic coverage and product
offerings, but MEDIQ Surgical Equipment Services, Inc., and Mediq desire to
withdraw from the short-term rental business conducted through the Joint
Venture, and
WHEREAS the joint venturers and their respective affiliates have
conferred and discussed how the desires of each joint venturer and its
affiliates may be achieved,
NOW THEREFORE, the parties hereto, intending to be legally bound, and
in consideration of the foregoing premises and the covenants set forth
hereafter, do hereby agree:
Section 1. Winding up, Liquidation and Dissolution. In accordance with
the provisions contained in Section 13 of the Agreement, the joint venturers
shall wind up the affairs of the Joint Venture as of September 30, 1996 in the
following manner:
(i) As soon as possible, Mediq shall provide to SLT and the Joint
Venture audited financial statements for the Joint Venture for the
period ended September 30, 1996;
(ii) All debts and obligations assumed and incurred by the Joint
Venture in the ordinary course of business and owing from the Joint
Venture to third parties, including long-term obligations owing to KCI
Financial Services, Inc., shall be assumed by SLT Rentals, Inc., and
neither Mediq nor any of its affiliates shall have any liability
therefor;
(iii) All assets and properties, including the books and records, of
the Joint Venture shall be liquidated entirely in favor of SLT Rentals,
Inc. and nothing in favor of MEDIQ Surgical Equipment Services, Inc.,
and for such liquidation, SLT Rentals, Inc. shall have paid MEDIQ
Surgical Equipment Services, Inc. the sum of $1.00;
(iv) In pursuance of such liquidating distribution, MEDIQ Surgical
Equipment Services, Inc. shall cause the Joint Venture: to withdraw
from doing business in those States where it had qualified to do
business; to prepare and file the final partnership income, sales and
similar tax returns; to have the books of the Joint Venture audited by
its independent accountants for the period ended September 30, 1996;
(v) SLT Rentals, Inc. or its designee shall promptly effect the formal
dissolution of the partnership. Upon such dissolution, neither SLT
Rentals, Inc. nor any of its affiliates shall use the names "MEDIQ" or
"PRN" and shall no longer represent or advertise that the Joint Venture
exists; and
(vi) The Joint Venture, and the Joint Venture Agreement, shall be
deemed terminated under the provisions of Section 13.1(b) of the Joint
Venture Agreement.
Section 2. Guaranty and Indemnity. SLT Rentals, Inc. and SLT shall
guarantee to MEDIQ Surgical Equipment Services, Inc., MEDIQ Incorporated and
Mediq the satisfaction of all monetary debts and non-monetary obligations
assumed by SLT Rentals, Inc. pursuant to provisions contained herein or
otherwise and shall further indemnify MEDIQ Surgical Equipment Services, Inc.
and Mediq against any loss, damage, cost, expense, claim or liability, including
reasonable attorneys' fees, arising from a third party in connection with the
satisfaction of such monetary debts and non-monetary obligations.
Section 3. Services Agreement. Mediq shall continue to provide services
under the Services Agreement, with the following modifications in the terms of
that Agreement:
(i) Notwithstanding Paragraphs (i) and (iii) of Exhibit A of the
Services Agreement, SLT or SLT Rentals, Inc. shall be responsible for
its customer billing, reporting and accounting as well as for its own
sales and marketing, and Mediq shall have no responsibility pursuant to
those Paragraphs; and
(ii) Pursuant to Paragraph (ii) of Exhibit A of the Services Agreement,
Mediq shall continue to provide centralized dispatch of delivery
services, but shall provide centralized collection of customer calls
only until SLT assumes this function, which SLT shall use its best
efforts to assume no later than December 31, 1996;
(iii) Pursuant to Paragraphs (iv) and (v) of Exhibit A of the Services
Agreement, Mediq shall continue to provide pre-delivery equipment
inspection, maintenance services (manpower only) and storage, it being
understood that the delivery of properly functioning laser systems on a
timely basis is fundamental to the on-going short-term rental business
of SLT Rentals, Inc. and SLT. The specifications for such inspection
and maintenance services shall be as set forth in Appendix A attached
hereto. Such services under Paragraphs (iv) and (v) shall be provided
only out of Mediq branches that are also regularly providing services
under Exhibit B of the Services Agreement;
(iv) Paragraph (vi) of Exhibit A, relating to the sharing of marketing
and other information, shall be voided.
(v) There shall be added to Exhibit A of the Services Agreement a new
Paragraph (vii), under which Mediq shall provide prompt support to SLT
or SLT Rentals, Inc. in expanding its geographic coverage and product
offerings for short-term rentals through Mediq branch locations
currently in use by the Joint Venture and locations not currently in
use by the Joint Venture;
(vi) Notwithstanding Paragraph (i) of Exhibit B of the Services
Agreement and Paragraph A of the Addendum thereto, each delivery or
pick-up made by Mediq of surgical equipment to or from a customer site
shall be at a charge to SLT or SLT Rentals, Inc. of fifty dollars
($50.00), and no further commission shall be payable under the Joint
Venture Agreement under Section 3.2(b) of the Joint Venture Agreement;
and
(vii) The Term under Section 4 of the Services Agreement shall be
extended to end on September 30, 1999, which the parties may extend by
mutual agreement, and in lieu of the Joint Venture as a party shall be
substituted SLT and SLT Rentals, Inc. as parties.
Section 4. Supply and Services Agreement. The Supply and Services
Agreement shall be deemed terminated as of September 30, 1996.
Section 5. Personnel Matters. Prior to September 30, 1996, the general
manager of the joint venture shall see to the orderly winding up of the
personnel reporting to him. Those Clinical Laser Specialists whom SLT has chosen
to join its clinical support team will be notified of the same and will cease to
report to the Joint Venture; those Clinical Laser Specialists whom SLT has not
so chosen, will be terminated from SLT and will cease to report to the Joint
Venture. Notwithstanding Section 2 hereof, costs associated with this process
shall be borne equally by the SLT Rentals, Inc. and Mediq Surgical Equipment
Services, Inc.
Section 6. Public Notice. SLT and Mediq shall cooperate in notifying
customers of the discontinuance of the Joint Venture. Such notice shall not be
made before the execution of this Amendment, except in the event that SLT or
Mediq is obliged under the securities laws to disclose before the date of
execution the modification in their relationship, in which case either party
shall be free to do so upon prior notice to the other party.
IN WITNESS WHEREOF, the undersigned intending to be legally bound
hereby have executed this Amendment as of the day and year first written above.
MEDIQ/PRN LIFE SUPPORT SURGICAL LASER
SERVICES, INC. TECHNOLOGIES, INC.
By: Thomas Carroll By: W. Keith Stoneback
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Thomas Carroll W. Keith Stoneback
President President and CEO
MEDIQ PRN/SLT: By its Joint Venturers
MEDIQ SURGICAL EQUIPMENT SLT RENTALS, INC.
SERVICES, INC.
By: Thomas Carroll By: W. Keith Stoneback
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Thomas Carroll W. Keith Stoneback
President President
The Appendix is not included with this submittal.