Exhibit 10.4
CONFIDENTIAL
October 1, 2003
Mr. Jon B. Schandler
President and CEO
White Plains Hospital Center
Davis Avenue at East Post Road
White Plains, NY 10601
Re:
FCG Loan Agreement
Dear Schandler,
In an effort to provide working capital in the event of a potential increase in
the number of days that White Plains Hospital Center's ("WP" or the "Hospital")
patient accounts receivable are outstanding (the "A/R Days Outstanding") and the
corresponding increase in the dollar amount of patient accounts receivable
outstanding (the "Actual A/R") as a result of the implementation of the Meditech
software system, First Consulting Group, Inc. ("FCG") is pleased to confirm its
commitment to make a series of loans to WP in an aggregate principal amount at
any one time outstanding not to exceed $4,080,000, on the terms and subject to
the conditions set forth in this letter agreement (the "FCG Loan Agreement").
Each loan will be evidenced by a promissory note (each, a "Note") in the form of
Exhibit A hereto, duly completed and executed by WP and delivered to FCG prior
to FCG's release of any funds pursuant to this FCG Loan Agreement.
WP's ability
to borrow under this FCG Loan Agreement is subject to the following terms and
conditions:
COMMENCEMENT DATE:
WP MAY ONLY BORROW UNDER THIS FCG
LOAN AGREEMENT AFTER THE COMMENCEMENT DATE (DEFINED BELOW) AND UPON THE
SATISFACTION OF EACH "CONDITION TO BORROW" (SET FORTH BELOW).
WP'S COMMENCEMENT
DATE SHALL BE WITHIN 90 DAYS AFTER THE "GO LIVE" DATE OF THE "BILLING ACCOUNTS
RECEIVABLES" SOFTWARE SYSTEMS IN CONNECTION WITH THE MEDITECH SOFTWARE
IMPLEMENTATION BY FCG (THE "COMMENCEMENT DATE").
WP MUST DESIGNATE A MONTH END
DATE AS ITS COMMENCEMENT DATE WITHIN SUCH 90 DAY PERIOD.
FOR EXAMPLE, IF WP'S
"GO LIVE" DATE OCCURS ON JUNE 15TH, IT MUST DESIGNATE A COMMENCEMENT DATE OF
JUNE 30, JULY 31 OR AUGUST 31.
MATURITY DATES:
WP MAY
BORROW AGAINST THIS FCG LOAN AGREEMENT ON EACH OF THE BORROWING DATES (SET FORTH
BELOW).
ANY AMOUNT BORROWED ON A BORROWING DATE WILL BE TREATED AS A "TERM
LOAN" AND, CONSISTENT WITH THE TERMS OF THE NOTES, WILL BE DUE AND PAYABLE UPON
THE 90TH DAY AFTER SUCH BORROWING DATE (EACH, A "MATURITY DATE").
FOR EXAMPLE,
IF WP BORROWS $500,000 ON THE FIRST BORROWING DATE THEN SUCH $500,000 AMOUNT
WILL BE DUE AND PAYABLE ON THE 90TH DAY FOLLOWING THE FIRST BORROWING DATE.
FURTHER, IF WP IS ABLE TO BORROW $300,000 ON THE SECOND BORROWING DATE, THEN
SUCH AMOUNT WOULD NOT BE DUE AND PAYABLE UNTIL THE 90TH DAY FOLLOWING THE SECOND
BORROWING DATE.
IF THE MATURITY DATE OF AN INITIAL BORROWING OCCURS ON THE SAME
DATE AS THE FOURTH AND/OR FIFTH BORROWING DATE, WP SHALL BE OBLIGATED TO REPAY
THE INITIAL LOANS ON THE APPLICABLE MATURITY DATES AND MAY BORROW AGAIN ON THE
NEW BORROWING DATE BASED ON THE TERMS AND CONDITIONS SET FORTH IN THIS FCG LOAN
AGREEMENT.
SUCH REPAYMENT AND
1
BORROWING PROCESSES WILL BE CONDUCTED IN A MUTUALLY AGREEABLE AND COST EFFICIENT