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EXHIBIT 10.14
AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP OF
HEART HOSPITAL IV, L.P. (the "Company")
THIS AMENDMENT to the Agreement of Limited Partnership of the Company
is effective as of July 31, 2000 (the "Amendment").
This Amendment is made under the terms of Section 11.1(e) of the
Agreement of Limited Partnership in order to ensure that the Company remains in
compliance with all federal and state laws, rules, regulations and
interpretations thereof. The undersigned have also determined that this
Amendment will not materially reduce the economic return on investment in the
Company to any of its Partners.
Accordingly, the Agreement of Limited Partnership is hereby amended as
follows:
1. A new Section 5.17 is hereby added to the Agreement of Limited
Partnership as follows:
SECTION 5.17 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 Partners") and
such guarantees are not provided on a pro rata basis by all
other Partners of the Company (the "Nonguarantor Partners"),
then the Guarantor Partners shall be paid an annual guarantee
fee equal to (a) the amount of such indebtedness which is
guaranteed by the Guarantor Partners or its Affiliates,
multiplied by (b) .0075, multiplied by (c) the percentage
Partnership Interest in the Company owned by the Nonguarantor
Partners (the "Guarantee Fee"). The Guarantee Fee shall be
paid quarterly and the expense thereof shall be allocated to
the Nonguarantor Partners as follows:
(a) The Guarantee Fee shall be deducted
from the Cash Distributions otherwise distributable
to the Nonguarantor Partners and shall be paid to the
Guarantor Partners;
(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
Partners and the amount of such payments shall be
charged to the Capital Accounts of the Nonguarantor
Partners;
(c) When Cash Distributions become
available for distribution to the Partners in the
future, the Cash Distributions otherwise
distributable to the Nonguarantor Partners shall
first be retained by the Company to the extent that
amounts were previously charged to the Capital
Accounts of
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the Nonguarantor Partners in accordance with (b)
above and any remaining Cash Distributions shall be
distributed to the Partners in accordance with
Section 6.1.
2. Section 6.1 shall be deleted in its entirety and the following
new Section 6.1 shall be substituted in lieu thereof:
SECTION 6.1 Distributions of Cash Flow from
Operations and Cash from Sales or Refinancing. Prior to the
dissolution of the Company, Cash Flow from Operations and Cash
from Sales or Refinancing, if any, remaining after repayment
of any loans made by the Partners to the Company, shall be
distributed quarterly by the Managers as Cash Distributions
according to the relative percentage Partnership Interests of
the Partners and Economic Interest Owners; provided, however,
that to the extent possible, any Guarantee Fee shall be
deducted from the Cash Distributions otherwise distributable
to the Nonguarantor Partners and paid to the Guarantor
Partners as set forth in Section 5.17. Notwithstanding
anything herein to the contrary, no distributions shall be
made to Partners if prohibited by the Act.
3. The opening phrase of Section 6.2 shall be deleted and the
following shall be substituted in lieu thereof:
SECTION 6.2 Profits. Except as provided in Schedule B
and subject to Section 6.6, Profits shall be allocated as
follows:
4. The opening phrase of Section 6.3 shall be deleted and the
following shall be substituted in lieu thereof:
SECTION 6.3 Losses. Except as provided in Schedule B
and subject to Section 6.6, Losses shall be allocated as
follows:
5. The following shall be added as a new Section 6.6:
SECTION 6.6. Special Allocations of Guarantee Fees.
Any and all deductions, losses or reductions to Capital
Account attributable to the payment by the Company of
Guarantee Fees shall be allocated to the Nonguarantor Partners
in accordance with their relative percentage Partnership
Interests.
6. Section 7.3(b)(ii) shall be deleted in its entirety and the
following new section shall be substituted in lieu thereof:
(ii) To the payment of all debts and
liabilities (including interest), and further
including without limitation any accrued but unpaid
Guarantee Fees, owed to the Partners or their
Affiliates as creditors; and
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Except as provided herein, the Agreement of Limited Partnership shall
remain in full force and effect.
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