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EXHIBIT 10.27
AMENDMENT OF
HEART HOSPITAL OF NEW MEXICO, LLC
AGREEMENTS
The undersigned hereby agree to the following amendments to the
Agreements listed below and to which they are parties:
AMENDMENT TO THE OPERATING AGREEMENT OF
HEART HOSPITAL OF NEW MEXICO, LLC
1. Section 4.2(h) is hereby amended to delete the phrase "payable
by Medicare or Medicaid".
AMENDMENT TO THE
MANAGEMENT SERVICES AGREEMENT
2. Section 5.2 of the Management Services Agreement is hereby
amended by deleting the period (.) after the word "paid" in the first sentence
and adding the following: "; provided, however, that during any calendar year
the incentive fee set forth in this Section 5.2 shall not exceed [***]
($[***])."
3. The following new Section 5.8 is hereby added to the
Management Services Agreement:
The parties acknowledge and agree that the compensation paid
to the Manager under this Article V has been set in advance,
is consistent with the fair market value in an arm's-length
transaction for the management services, and has not been
determined in any manner that takes into account the volume or
value of any referrals or business otherwise generated among
the parties to the Agreement.
4. The following new Section 6.5 is hereby added to the
Management Agreement:
6.5 Amendments and Modifications. The Parties acknowledge
and agree that if the provisions set forth in this Agreement
are terminated or the compensation provisions are modified,
such termination or modification shall remain in effect for at
least one year, except for the sole purpose of adopting
modifications as required by law or recommended by counsel to
further legal compliance.
[***] These portions of this exhibit have been omitted and filed separately
with the Commission pursuant to a request for confidential treatment.
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AMENDMENT TO THE OPTION TO PURCHASE
5. Section 1 of the Option to Purchase shall be deleted and
replaced with the following new Section 1:
1. GRANT OF OPTION. In consideration of their
investment, directly or through an affiliate, in the Heart
Hospital of New Mexico, LLC and their willingness to provide
loan guarantees, directly or through an affiliate, for the
financing, construction and equipping of the Heart Hospital of
New Mexico, LLC, as well as other good and valuable
consideration duly paid by Buyers, the receipt and sufficiency
of which is hereby acknowledged, the Heart Hospital of New
Mexico, LLC agrees to sell and convey the Property to Buyers,
at any time before the expiration of five (5) years after the
date hereof (the "date of expiration") for the price equal to
the appraised fair market value of such Property payable in
cash at closing of the sale, such appraiser to be agreed upon
by the parties.
Effective as of October 1, 1998.
[***]
[***] These portions of this exhibit have been omitted and filed separately
with the Commission pursuant to a request for confidential treatment.
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