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EXHIBIT 10.6
AMENDMENT TO OPERATING AGREEMENT OF
MEDCATH OF TUCSON, L.L.C.
THIS AMENDMENT (the "Amendment") to the Operating Agreement (the
"Operating Agreement") of MedCath of Tucson, L.L.C. (the "Company") is made and
entered pursuant to Section 11.2 of the Operating Agreement.
RECITALS
WHEREAS, the Members desire to amend the Operating Agreement in
accordance with the terms of this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency which is hereby acknowledged, the Members agree as follows:
1. The following provision is hereby inserted at the end of
Section 8.4 of the Operating Agreement:
Notwithstanding anything herein to the contrary, in the event
that no later than December 31, 2001 MedCath Holdings, Inc.
("MHI") or one of MHI's Affiliates conducts an underwritten
public offering of the common stock of MHI or its Affiliate
pursuant to an effective registration statement under the
Securities Act of 1933, as then in effect, and MHI or MHI's
Affiliate offers shares of its common stock or cash to any
Member in exchange for such Member's Membership Interest or a
portion thereof (the "Exchange"), MHI and its Affiliates and
the Member may, notwithstanding the terms of this Agreement,
engage in such Exchange upon such terms as the Member and MHI
or MHI's Affiliate may mutually agree, and the Exchange shall
not be subject to any restrictions on the transfer of
Membership Interests or rights of first refusal of the
Company or of any other Member set forth in this Agreement,
including, but not limited to, those restrictions set forth
in this Section 8.4.
2. All terms not defined herein shall have the meaning provided
therefor in the Operating Agreement.
3. Except as expressly provided herein, all terms and conditions
of the Operating Agreement shall remain in full force and effect.
4. This Amendment shall be effective when approved by the Members
in accordance with Section 11.2 of the Operating Agreement
IN WITNESS WHEREOF, the Members have approved and consented to this Amendment as
of the 25th day of April, 2001.