Common use of Guarantee Fee Clause in Contracts

Guarantee Fee. In the event that any Member of the Company or its Affiliates provide a guarantee of any indebtedness of the Company which is acceptable to and required by the Company's lenders ("Guarantor Members") and such guarantees are not provided on a pro rata basis by all other Members of the Company (the "Nonguarantor Members"), then the Guarantor Members shall be paid an annual guarantee fee equal to (a) the amount of such indebtedness which is guaranteed by the Guarantor Members or its Affiliates, multiplied by (b) .0075, multiplied by (c) the percentage Membership Interest in the Company owned by the Nonguarantor Members (the "Guarantee Fee"). The Guarantee Fee shall be paid quarterly and the expense thereof shall be allocated to the Nonguarantor Members as follows: (a) The Guarantee Fee shall be deducted from the Cash Distributions otherwise distributable to the Nonguarantor Members and shall be paid to the Guarantor Members; (b) To the extent that at the time such Guarantee Fee is due to be paid hereunder there are no anticipated Cash Distributions, then the Company shall pay such Guarantee Fee to the Guarantor Members and the amount of such payments shall be charged to the Capital Accounts of the Nonguarantor Members; (c) When Cash Distributions become available for distribution to the Members in the future, the Cash Distributions otherwise distributable to the Nonguarantor Members shall first be retained by the Company to the extent that amounts were previously charged to the Capital Accounts of the Nonguarantor Members in accordance with (b) above and any remaining Cash Distributions shall be distributed to the Members in accordance with Section 6.1. Section 6.1 shall be deleted in its entirety and the following new Section 6.1 shall be substituted in lieu thereof:

Guarantee Fee. In the event that any Member of the Company or its Affiliates Affiliates, including, without limitation, MedCath Incorporated, provide a guarantee of any indebtedness of the Company which is acceptable to and required by the Company's lenders ("Guarantor Members") and such guarantees are not provided on a pro rata basis by all other Members of the Company (the "Nonguarantor Members"), then the Guarantor Members shall be paid an annual guarantee fee equal to (a) the amount of such indebtedness which is guaranteed by the Guarantor Members or its AffiliatesMembers, multiplied by (b) .0075, multiplied by (c) the percentage Membership Interest in the Company owned by the Nonguarantor Members (the "Guarantee Fee"). The annual Guarantee Fee shall be paid in quarterly installments and the expense thereof shall be allocated to the Nonguarantor Members as follows: (ai) The Guarantee Fee shall be deducted from the Cash Distributions otherwise distributable to the Nonguarantor Members and shall be paid to the Guarantor Members; (bii) To the extent that at the time such Guarantee Fee is due to be paid hereunder there are no anticipated Cash Distributions, then the Company shall pay such Guarantee Fee to the Guarantor Members and the amount of such payments shall be charged to the Capital Accounts of the Nonguarantor Members; (ciii) When Cash Distributions become available for distribution to the Members in the future, the Cash Distributions otherwise distributable to the Nonguarantor Members shall first be retained by the Company to the extent that amounts were previously charged to the Capital Accounts of the Nonguarantor Members in accordance with subsection (bii) above and any remaining Cash Distributions shall be distributed to the Members in accordance with Section 6.1. Section 6.1 shall be deleted in its entirety and the following new Section 6.1 shall be substituted in lieu thereof:

Guarantee Fee. In the event that any Member of the Company or its Affiliates provide a guarantee of any indebtedness of the Company which is acceptable to and required by the Company's lenders ("Guarantor Members") and such guarantees are not provided on a pro rata basis by all other Members of the Company (the "Nonguarantor Members"), then the Guarantor Members shall be paid an annual guarantee fee equal to (a) the amount of such indebtedness which is guaranteed by the Guarantor Members or its AffiliatesMembers, multiplied by (b) .0075, multiplied by (c) the percentage Membership Interest in the Company owned by the Nonguarantor Members (the "Guarantee Fee"). The Guarantee Fee shall be paid quarterly and the expense thereof shall be allocated to the Nonguarantor Members as follows: (a) The Guarantee Fee shall be deducted from the Cash Distributions otherwise distributable to the Nonguarantor Members and shall be paid to the Guarantor Members; (b) To the extent that at the time such Guarantee Fee is due to be paid hereunder there are no anticipated Cash Distributions, then the Company shall pay such Guarantee Fee to the Guarantor Members and the amount of such payments shall be charged to the Capital Accounts of the Nonguarantor Members; (c) When Cash Distributions become available for distribution to the Members in the future, the Cash Distributions otherwise distributable to the Nonguarantor Members shall first be retained by the Company to the extent that amounts were previously charged to the Capital Accounts of the Nonguarantor Members in accordance with (b) above and any remaining Cash Distributions shall be distributed to the Members in accordance with Section 6.1. Section 6.1 shall be deleted in its entirety and the following new Section 6.1 shall be substituted in lieu thereof:

Guarantee Fee. In the event that any Member of the Company or Company, its Affiliates or MedCath Incorporated provide a guarantee of any indebtedness of the Company which is acceptable to and required by the Company's lenders ("Guarantor Members") and such guarantees are not provided on a pro rata basis by all other Members of the Company (the "Nonguarantor Members"), then the Guarantor Members shall be paid an annual guarantee fee equal to (a) the amount of such indebtedness which is guaranteed by the Guarantor Members or its AffiliatesMembers, multiplied by (b) .0075, multiplied by (c) the percentage Membership Interest in the Company owned by the Nonguarantor Members (the "Guarantee Fee"). The Guarantee Fee shall be paid quarterly and the expense thereof shall be allocated to the Nonguarantor Members as follows: (ai) The Guarantee Fee shall be deducted from the Cash Distributions otherwise distributable to the Nonguarantor Members and shall be paid to the Guarantor Members; (bii) To the extent that at the time such Guarantee Fee is due to be paid hereunder there are no anticipated Cash Distributions, then the Company shall pay such Guarantee Fee to the Guarantor Members and the amount of such payments shall be charged to the Capital Accounts of the Nonguarantor Members; (ciii) When Cash Distributions become available for distribution to the Members in the future, the Cash Distributions otherwise distributable to the Nonguarantor Members shall first be retained by the Company to the extent that amounts were previously charged to the Capital Accounts of the Nonguarantor Members in accordance with subsection (bii) above and any remaining Cash Distributions shall be distributed to the Members in accordance with Section 6.1. Section 6.1 shall be deleted in its entirety and the following new Section 6.1 shall be substituted in lieu thereof:

Guarantee Fee. In the event that any Member of the Company or its Affiliates provide a guarantee of any indebtedness of the Company which is acceptable to and required by the Company's lenders ("Guarantor MembersPartners") and such guarantees are not provided on a pro rata basis by all other Members Partners of the Company (the "Nonguarantor MembersPartners"), then the Guarantor Members Partners shall be paid an annual guarantee fee equal to (a) the amount of such indebtedness which is guaranteed by the Guarantor Members Partners or its Affiliates, multiplied by (b) .0075, multiplied by (c) the percentage Membership Partnership Interest in the Company owned by the Nonguarantor Members Partners (the "Guarantee Fee"). The Guarantee Fee shall be paid quarterly and the expense thereof shall be allocated to the Nonguarantor Members Partners as follows: (a) The Guarantee Fee shall be deducted from the Cash Distributions otherwise distributable to the Nonguarantor Members Partners and shall be paid to the Guarantor MembersPartners; (b) To the extent that at the time such Guarantee Fee is due to be paid hereunder there are no anticipated Cash Distributions, then the Company shall pay such Guarantee Fee to the Guarantor Members Partners and the amount of such payments shall be charged to the Capital Accounts of the Nonguarantor MembersPartners; (c) When Cash Distributions become available for distribution to the Members Partners in the future, the Cash Distributions otherwise distributable to the Nonguarantor Members Partners shall first be retained by the Company to the extent that amounts were previously charged to the Capital Accounts of 2 the Nonguarantor Members Partners in accordance with (b) above and any remaining Cash Distributions shall be distributed to the Members Partners in accordance with Section 6.1. Section 6.1 shall be deleted in its entirety and the following new Section 6.1 shall be substituted in lieu thereof:

Guarantee Fee. In the event that any Member Partner of the Company Partnership or its Affiliates or MedCath Incorporated provide a guarantee of any indebtedness of the Company Partnership which is acceptable to and required by the CompanyPartnership's lenders ("Guarantor MembersPartners") and such guarantees are not provided on a pro rata basis by all other Members Partners of the Company Partnership (the "Nonguarantor MembersPartners"), then the Guarantor Members Partners shall be paid an annual guarantee fee equal to (a) the amount of such indebtedness which is guaranteed by the Guarantor Members or its AffiliatesPartners, multiplied by (b) .0075, multiplied by (c) the percentage Membership Partnership Interest in the Company Partnership owned by the Nonguarantor Members Partners (the "Guarantee Fee"). The Guarantee Fee shall be paid quarterly and the expense thereof shall be allocated to the Nonguarantor Members Partner as follows: (ai) The Guarantee Fee shall be deducted from the Cash Distributions otherwise distributable to the Nonguarantor Members Partners and shall be paid to the Guarantor MembersPartners; (bii) To the extent that at the time such Guarantee Fee is due to be paid hereunder there are no anticipated Cash Distributions, then the Company Partnership shall pay such Guarantee Fee to the Guarantor Members Partners and the amount of such payments shall be charged to the Capital Accounts of the Nonguarantor MembersPartners; (ciii) When Cash Distributions become available for distribution to the Members Partners in the future, the Cash Distributions otherwise distributable to the Nonguarantor Members Partners shall first be retained by the Company Partnership to the extent that amounts were previously charged to the Capital Accounts of the Nonguarantor Members Partners in accordance with subsection (bii) above and any remaining Cash Distributions shall be distributed to the Members Partners in accordance with Section 6.1. Section 6.1 shall be deleted in its entirety and the following new Section 6.1 shall be substituted in lieu thereof:

Guarantee Fee. In the event that any Member of the Company or its Affiliates provide a guarantee of any indebtedness of the Company which is acceptable to and required by the Company's lenders ("Guarantor Members") and such guarantees are not provided on a pro rata basis by all other Members of the Company (the "Nonguarantor Members"), then the Guarantor Members shall be paid an annual guarantee fee equal to (a) the amount of such indebtedness which is guaranteed by the Guarantor Members or its Affiliates, multiplied by (b) .0075, multiplied by (c) the percentage Membership Interest in the Company owned by the Nonguarantor Members (the "Guarantee Fee"). The Guarantee Fee shall be paid quarterly and the expense thereof shall be allocated to the Nonguarantor Members as follows: (a) The Guarantee Fee shall be deducted from the Cash Distributions otherwise distributable to the Nonguarantor Members and shall be paid to the Guarantor Members; (b) To the extent that at the time such Guarantee Fee is due to be paid hereunder there are no anticipated Cash Distributions, then the Company shall pay such Guarantee Fee to the Guarantor Members and the amount of such payments shall be charged to the Capital Accounts of the Nonguarantor Members; (c) When Cash Distributions become available for distribution to the Members in the future, the Cash Distributions otherwise distributable to the Nonguarantor Members shall first be retained by the Company to the extent that amounts were previously charged to the Capital Accounts of the Nonguarantor Members in accordance with (b) above and any remaining Cash Distributions shall be distributed to the Members in accordance with Section 6.1. Section 6.1 shall be deleted in its entirety and the following new Section 6.1 shall be substituted in lieu thereof:

Guarantee Fee. In the event that any Member a lender of funds to the Company requires that all or its Affiliates provide a guarantee portion of any indebtedness of the Company which is acceptable to and required by the Company's lenders ("Guarantor Members") and such guarantees are not provided on a pro rata basis by all other Members of the Company loan be guaranteed (the portion of such loan required to be guaranteed is hereafter referred to as the "Nonguarantor MembersGuarantee Amount"), then to the Guarantor Members extent that (a) the lender either is unwilling to accept a guarantee from a Member for its pro rata share of such Guarantee Amount, (b) such Member is unwilling to provide a guarantee for its pro rata share of the Guarantee Amount or (c) such lender requires NMHM or its Affiliates to also guarantee all or a portion of the pro rata Guarantee Amount of such other Member (in addition to any other portion of such loan which NMHM or its Affiliates is obligated to guarantee as a result of NMHM's pro rata interest in the Company), then NMHM shall be paid an annual guarantee fee by such Members of the Company other than NMHM (collectively, the "Non-Guarantor Members") equal to (a) .0075 multiplied by the amount pro rata portion of the Guarantee Amount of such indebtedness other Member which is required by such lender to be guaranteed by the Guarantor Members NMHM or its Affiliates, multiplied by (b) .0075, multiplied by (c) the percentage Membership Interest in the Company owned by the Nonguarantor Members Affiliates with respect to such loan (the "Guarantee Fee"). The Guarantee Fee shall be paid quarterly and the expense thereof shall be allocated to the Nonguarantor Non-Guarantor Members as follows: (a) The Guarantee Fee shall be deducted from the Cash Distributions otherwise distributable to the Nonguarantor Non-Guarantor Members and shall be paid to the Guarantor MembersNMHM; (b) To the extent that at the time such Guarantee Fee is due to be paid hereunder there are no anticipated Cash Distributions, then the Company shall pay such Guarantee Fee to the Guarantor Members NMHM and the amount of such payments shall be charged to the Capital Accounts of the Nonguarantor Non-Guarantor Members; (c) When Cash Distributions become available for distribution to the Members in the future, the Cash Distributions otherwise distributable to the Nonguarantor Non-Guarantor Members shall first be retained by the Company and the Capital Accounts of the Non-Guarantor Members shall be restored to the extent that amounts were previously charged to the Capital Accounts of the Nonguarantor Non-Guarantor Members in accordance with (b) above and any remaining Cash Distributions shall be distributed to the Members in accordance with Section 6.15. Section 6.1 1. Notwithstanding anything herein to the contrary, (i) SJHS alone shall be deleted obligated to pay to NMHM on the date of the closing of the Membership Purchase Agreement, a guarantee fee equal to One Hundred Eleven Thousand Nine Hundred Twenty Dollars ($111,920) arising from an additional Six Million Six Hundred Thousand Dollars ($6,600,000) of debt guarantees being required by Health Care Property Investors, Inc. ("HCPI") for thirty (30) months in consideration of the release of SJHS from its entirety guarantee to HCPI as of October 1, 2001; and (ii) in consideration of such payment, for purposes of computing the following new amount of the guarantee fee payable by the other Members to NMHM and/or its Affiliates pursuant to this Section 6.1 4.12, the additional guarantee of debt referred to in (i) above shall not be substituted included in lieu thereof:the total amount of indebtedness guaranteed by NMHM and/or its Affiliates.

Guarantee Fee. In the event that any Member Partner of the Company Partnership or its Affiliates provide a guarantee of any indebtedness of the Company Partnership which is acceptable to and required by the Company's Partnership’s lenders ("“Guarantor Members"Partners”) and such guarantees are not provided on a pro rata basis by all other Members Partners of the Company Partnership (the "“Nonguarantor Members"Partners”), then the Guarantor Members Partners shall be paid an annual guarantee fee equal to (a) the amount of such indebtedness which is guaranteed by the Guarantor Members Partners or its Affiliates, multiplied by (b) .0075, multiplied by (c) the percentage Membership Partnership Interest in the Company Partnership owned by the Nonguarantor Members Partners (the "“Guarantee Fee"”). The Guarantee Fee shall be paid quarterly and the expense thereof shall be allocated to the Nonguarantor Members Partners as follows: (ai) The Guarantee Fee shall be deducted from the Cash Distributions otherwise distributable to the Nonguarantor Members Partners and shall be paid to the Guarantor MembersPartners; (bii) To the extent that at the time such Guarantee Fee is due to be paid hereunder there are no anticipated Cash Distributions, then the Company Partnership shall pay such Guarantee Fee to the Guarantor Members Partners and the amount of such payments shall be charged to the Capital Accounts of the Nonguarantor MembersPartners; (ciii) When Cash Distributions (or, if necessary, liquidating distributions) become available for distribution to the Members Partners in the future, the Cash Distributions (or liquidating distributions) otherwise distributable to the Nonguarantor Members Partners shall first be retained by the Company Partnership to the extent that amounts were previously charged to the Capital Accounts of the Nonguarantor Members Partners in accordance with (bii) above and any remaining Cash Distributions (or liquidating distributions) shall be distributed to the Members Partners in accordance with Section 6.1. Section 6.1 or 7.3, as appropriate. Loans made by MedCath Finance Company or its Affiliates to the Partnership shall be deleted in its entirety and considered the following new Section 6.1 shall be substituted in lieu thereof:provision of a guarantee of indebtedness for purposes of calculating the Guarantee Fee.