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American Shared Hospital Services – ‘10-K’ for 12/31/14 – ‘EX-10.21C’

On:  Wednesday, 4/1/15, at 3:16pm ET   ·   For:  12/31/14   ·   Accession #:  1144204-15-20527   ·   File #:  1-08789

Previous ‘10-K’:  ‘10-K/A’ on 6/23/14 for 12/31/13   ·   Next:  ‘10-K’ on 3/30/16 for 12/31/15   ·   Latest:  ‘10-K’ on 4/1/24 for 12/31/23   ·   4 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/01/15  American Shared Hospital Services 10-K       12/31/14   80:8.9M                                   Toppan Merrill/FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    646K 
 2: EX-10.21C   Material Contract                                   HTML     28K 
 3: EX-10.26C   Material Contract                                   HTML     26K 
 4: EX-10.67    Material Contract                                   HTML    130K 
 5: EX-21       Subsidiaries List                                   HTML     20K 
 6: EX-23.1     Consent of Experts or Counsel                       HTML     21K 
 7: EX-31.A     Certification -- §302 - SOA'02                      HTML     25K 
 8: EX-31.B     Certification -- §302 - SOA'02                      HTML     25K 
 9: EX-32       Certification -- §906 - SOA'02                      HTML     22K 
56: R1          Document And Entity Information                     HTML     52K 
45: R2          Consolidated Balance Sheets                         HTML    154K 
54: R3          Consolidated Balance Sheets (Parenthetical)         HTML     33K 
58: R4          Consolidated Statement of Operations                HTML     95K 
74: R5          Consolidated Statements of Comprehensive Income     HTML     44K 
                (Loss)                                                           
47: R6          Consolidated Statement of Shareholders' Equity      HTML    135K 
53: R7          Consolidated Statements of Cash Flows               HTML    173K 
41: R8          Business and Basis of Presentation                  HTML     32K 
31: R9          Accounting Policies                                 HTML    225K 
75: R10         Property and Equipment                              HTML     46K 
60: R11         Investment in Equity Securities                     HTML     36K 
59: R12         Long-Term Debt                                      HTML     40K 
65: R13         Obligations Under Capital Leases                    HTML     43K 
66: R14         Line of Credit                                      HTML     27K 
63: R15         Income Taxes                                        HTML    128K 
67: R16         Shareholders' Equity                                HTML    108K 
55: R17         Retirement Plan                                     HTML     27K 
57: R18         Operating Leases                                    HTML     36K 
62: R19         Commitments and Contingencies                       HTML     40K 
80: R20         Note, Warrant, & Common Stock Purchase Agreement    HTML     30K 
70: R21         Significant Related Party Transactions              HTML     29K 
50: R22         Major Customers                                     HTML     24K 
61: R23         Subsesquent Events                                  HTML     23K 
52: R24         Accounting Policies (Policies)                      HTML    305K 
24: R25         Accounting Policies (Tables)                        HTML    180K 
71: R26         Property and Equipment (Tables)                     HTML     42K 
77: R27         Long-Term Debt (Tables)                             HTML     37K 
36: R28         Obligations Under Capital Leases (Tables)           HTML     41K 
35: R29         Income Taxes (Tables)                               HTML    125K 
39: R30         Shareholders' Equity (Tables)                       HTML     91K 
40: R31         Operating Leases (Tables)                           HTML     31K 
42: R32         Commitments and Contingencies (Tables)              HTML     35K 
22: R33         Accounting Policies (Details)                       HTML     87K 
68: R34         Accounting Policies (Details 1)                     HTML     48K 
49: R35         Accounting Policies (Details 2)                     HTML     42K 
51: R36         Accounting Policies (Details Textual)               HTML    100K 
27: R37         Property and Equipment (Details)                    HTML     45K 
79: R38         Property and Equipment (Details Textual)            HTML     38K 
16: R39         Investment in Equity Securities (Details Textual)   HTML     56K 
43: R40         Long-Term Debt (Details)                            HTML     60K 
73: R41         Long-Term Debt (Details Textual)                    HTML     47K 
26: R42         Obligations Under Capital Leases (Details)          HTML     49K 
34: R43         Obligations Under Capital Leases (Details Textual)  HTML     36K 
38: R44         Line of Credit (Details Textual)                    HTML     37K 
46: R45         Income Taxes (Details)                              HTML     58K 
21: R46         Income Taxes (Details 1)                            HTML     31K 
30: R47         Income Taxes (Details 2)                            HTML     62K 
18: R48         Income Taxes (Details 3)                            HTML     44K 
72: R49         Income Taxes (Details Textual)                      HTML     41K 
25: R50         Shareholders' Equity (Details)                      HTML     62K 
69: R51         Shareholders' Equity (Details 1)                    HTML     50K 
28: R52         Shareholders' Equity (Details 2)                    HTML     54K 
44: R53         Shareholders' Equity (Details Textual)              HTML     95K 
17: R54         Retirement Plan (Details Textual)                   HTML     26K 
20: R55         Operating Leases (Details)                          HTML     33K 
37: R56         Operating Leases (Details Textual)                  HTML     28K 
23: R57         Commitments and Contingencies (Details)             HTML     31K 
76: R58         Commitments and Contingencies (Details Textual)     HTML     29K 
48: R59         Note, Warrant, & Common Stock Purchase Agreement    HTML     60K 
                (Details Textual)                                                
64: R60         Significant Related Party Transactions (Details     HTML     34K 
                Textual)                                                         
29: R61         Major Customers (Details Textual)                   HTML     32K 
78: XML         IDEA XML File -- Filing Summary                      XML    107K 
19: EXCEL       IDEA Workbook of Financial Reports                  XLSX    148K 
33: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   1.40M 
10: EX-101.INS  XBRL Instance -- ams-20141231                        XML   1.95M 
12: EX-101.CAL  XBRL Calculations -- ams-20141231_cal                XML    190K 
13: EX-101.DEF  XBRL Definitions -- ams-20141231_def                 XML    739K 
14: EX-101.LAB  XBRL Labels -- ams-20141231_lab                      XML   1.06M 
15: EX-101.PRE  XBRL Presentations -- ams-20141231_pre               XML    883K 
11: EX-101.SCH  XBRL Schema -- ams-20141231                          XSD    163K 
32: ZIP         XBRL Zipped Folder -- 0001144204-15-020527-xbrl      Zip    162K 


‘EX-10.21C’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 

Exhibit 10.21c

 

Confidential material appearing in this document has been omitted and filed separately with the Securities and Exchange Commission in accordance with Rule 24b-2, promulgated under the Securities and Exchange Act of 1934, as amended. Omitted information has been replaced with asterisks.

 

SECOND AMENDMENT TO PURCHASED SERVICES AGREEMENT

 

This SECOND AMENDMENT TO PURCHASED SERVICES AGREEMENT (this “Amendment”) is dated as of the 27th day of February, 2014, and is entered into between GK FINANCING, LLC, a California limited liability company (“GKF”), or its wholly owned subsidiary whose obligations hereunder shall be guaranteed by GKF, and KETTERING MEDICAL CENTER, an Ohio non-profit corporation, (“Medical Center”).

 

Recitals:

 

WHEREAS, GKF and Medical Center are parties to a certain Purchased Services Agreement dated as of November 19, 2008 (but dated December 9, 2008 by Medical Center), as amended by a First Amendment to Purchased Services Agreement (the "First Amendment") dated June 11, 2009 (as amended, the “Agreement”), which the parties desire to further amend as set forth herein.

 

NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which are acknowledged, the parties hereby agree as follows:

 

Agreement:

 

1. Defined Terms. Unless otherwise defined herein, the capitalized terms used herein shall have the same meanings set forth in the Agreement.

 

2. Extension of Term of the Agreement. Pursuant to the First Amendment, the Term of the Agreement was extended to July 31, 2016. The Term of the Agreement is hereby further extended for an additional three (3) years (i.e., to July 31, 2019), plus an additional period of time equal to the period of time that the Equipment is unavailable to perform procedures due to the “Reload” (as defined below) (which Reload is estimated to take approximately three (3) weeks). All references in the Agreement to the “Term” shall be deemed to refer to the Term, as extended hereby.

 

3. Cobalt Reload of the Equipment. The Equipment shall be reloaded with new Cobalt-60 that meets the manufacturer’s radioactivity level specifications (the “Reload”), subject to the following terms and conditions:

 

a. Scheduling and Process for the Reload. The Reload shall be performed at the Site and shall include any required installation and rigging. Subject to scheduling availability, GKF shall use its commercially reasonable efforts to perform the Reload in the third quarter of 2014; provided that the Reload shall be performed only after all necessary and appropriate licenses, permits, approvals, consents and authorizations, including, without limitation, the proper handling of the Cobalt-60 (collectively, the “Permits”), have been obtained by Medical Center at Medical Center’s sole cost and expense. The timing and procedure for such Reload shall be as mutually agreed upon between the parties. Notwithstanding anything to the contrary contained in this Amendment, GKF makes no representation or warranty to Medical Center concerning the Reload, and GKF shall have no obligation or liability to pay any damages to Medical Center resulting therefrom, including, without limitation, any lost revenues or profits during the period of time that the Equipment is unavailable to perform procedures due to the Reload process.

 

 C: 
 
 

 

b. Medical Center Personnel and Services. Upon request and as required by GKF, Medical Center, at Medical Center’s cost and expense, shall provide GKF with Medical Center personnel (including Medical Center’s physicists) and services in connection with the Reload, among other things, to oversee, supervise and assist with construction and compliance with local, state and federal regulatory requirements and with nuclear regulatory compliance issues and the calibration of the Equipment.

 

c. Cost of Reload. Subject to Sections 3.a and 3.b above, the actual costs of the Reload paid or payable to third parties shall be the responsibility of GKF; provided that (i) in no event shall the total amount paid by GKF hereunder in connection with the Reload exceed * in the aggregate; and (ii) all Reload costs in excess of * in the aggregate shall be the responsibility of Medical Center. Medical Center shall not be entitled to reimbursement for its personnel costs, internal costs or overhead in connection with the Reload.

 

4. Captions. The captions and paragraph headings used herein are for convenience only and shall not be used in construing or interpreting this Amendment.

 

5. Full Force and Effect. Except as amended by this Amendment, all of the terms and provisions of the Agreement shall remain in full force and effect. In the event of any conflict or inconsistency between the terms and provisions of this Amendment and that of the Agreement, the terms and provisions of this Amendment shall prevail and control.

 

IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the date first written above.

 

GKF:   Medical Center:
     
GK FINANCING, LLC   KETTERING MEDICAL CENTER
         
         
By:   /s/ Ernest A. Bates, M.D.   By: /s/ Steve Chavez
  Ernest A. Bates, M.D.   Name:   Steve Chavez
  Policy Committee Member   Title: CFO

 

 C: 
 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
7/31/19
7/31/16
Filed on:4/1/158-K,  NT 10-K
For Period end:12/31/14NT 10-K
6/11/09
12/9/08
11/19/084
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/01/24  American Shared Hospital Services 10-K       12/31/23   82:7.6M                                   RDG Filings/FA
 3/31/23  American Shared Hospital Services 10-K       12/31/22   72:6.9M                                   RDG Filings/FA
 3/30/22  American Shared Hospital Services 10-K       12/31/21   82:7.7M                                   RDG Filings/FA
 4/06/21  American Shared Hospital Services 10-K       12/31/20   82:8.4M
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Filing Submission 0001144204-15-020527   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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