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Vista3 entered into the Second Amendment to the asset purchase
agreements that reduced the purchase price of the hospitals.
On December 15, 1990, Vista and Alpha Hospital entered into
an Amended and Restated Management agreement. Under the terms of
the December 15, 1990, agreement, Alpha Hospital would receive
$600,000 plus 2 percent of the hospitals' net patient service
revenues annually. Additionally, Alpha Hospital was to receive
$475,000 for its assignment of its rights under the asset
purchase agreements. The management agreement was contingent on
the employment of F. Scott Gross at Alpha Hospital. Neither the
management agreement nor the assignment agreement made any
mention of compensation to be paid to Mr. Rogers.
On January 10, 1991, AMH and Vista executed the Third
Amendment to the asset purchase agreements in which the overall
size of the tax-exempt financing was lowered from $61.1 million
to $51.4 million, including a reduction in the purchase price by
AMH from $38.3 million to $30.4 million.
In an agreement dated January 15, 1991, Mr. Rogers assigned
to Great Western all rights that he might have in the agreement
between Alpha Hospital and AMH with respect to the nonhospital
3 Even though Alpha Hospital was a party to the asset purchase
agreements and first amendment to the asset purchase agreements,
it was not a signatory party to any subsequent amendments to the
asset purchase agreements.
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Last modified: May 25, 2011