FIRST AMENDMENT
TO
OPERATING AGREEMENT
OF
HEART HOSPITAL OF DTO, LLC
THIS FIRST AMENDMENT (the "Amendment") is entered into as of this ___
day of December, 1997 by and among HEART HOSPITAL OF DTO, LLC, a North Carolina
limited liability company (the "Company"), DTO MANAGEMENT, INC., a North
Carolina corporation ("DTO MANAGEMENT"), each of the Investor Members (as
defined in the Operating Agreement of the Company) and FRANCISCAN HEALTH SYSTEM
OF THE OHIO VALLEY, INC., an Ohio non-profit corporation ("FHS").
RECITALS:
1. On or about April 18, 1997, DTO Management and certain Investor
Members formed the Company in accordance with the original Operating Agreement
of Heart Hospital of DTO, LLC (the "Agreement");
2. The Company was formed to own and operate an acute care hospital to
be located in the Dayton, Ohio area to specialize in cardiology and
cardiovascular care and surgery;
3. It is intended that the Hospital will be a cost efficient, quality
provider of medical services within the Dayton, Ohio area in a manner which is
consistent with the national health care goals of lowering the cost of health
care;
4. The capital contributions and active involvement of the Investor
Members are necessary to enable the Company to achieve its objectives;
5. FHS is willing to become a member of the Company in order to provide
the Company with additional capital and to provide the Company with other
assistance which will enhance the Company's prospects of achieving its
objectives;
6. The parties hereto desire to amend the Agreement in order to provide
for the admission of FHS as a member of the Company and to make certain
additional related changes to the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. The Agreement is hereby amended as follows:
(a) Section 2.3(a) is amended as follows:
(i) Sections 2.3(a)(ii) and (iii) are
amended by deleting the reference to "53,000" and
"40" and substituting "83,000" and "48" in lieu
thereof; it being acknowledged that the final size,
number and scope of facilities of the Hospital shall
finally be determined by the Managers;
(ii) Section 2.3(a) is further amended by
removing the period at the end of (vii) thereof,
replacing it with "; and" and adding the following
new subsection (viii) thereafter:
(viii) Satellite diagnostic
cardiac centers intended to be
located in areas to the north and
south of the Hospital.
(b) Section 2.3(b) is amended by adding the following at the
end thereof:
it being the plan of the Members that such real
property be acquired or leased pursuant to a
long-term ground lease from FHS, consisting of a to
be agreed upon parcel located on or adjacent to FHS's
existing hospital campus, and that the purchase price
or rent therefore shall be its fair market value as
established by an independent appraisal, which amount
and the other terms of which purchase or lease shall
finally be approved by DTO Management and the
Investor Managers and reflected in a written purchase
or lease agreement between FHS and the Company. Such
written agreement shall obligate the Company and FHS
to (i) cooperate with one another to develop a site
plan for the Hospital which will allow FHS to
continue to have access to all of its current
facilities (ii) to develop a mutually acceptable
signage plan and system in order to direct members of
the public to each of the facilities of FHS and the
Company and (iii) if a ground lease for the real
property is utilized, to provide lenders of funds for
the development and construction of the Hospital with
customary nondisturbance, attornment, estoppel and
other similar assurance agreements;
(c) The following additional purposes are hereby added as
subsection 2.3(d):
The Company and Hospital shall be operated in a
manner consistent with (i) the Ethical and Religious
Directives for Catholic
2
Health Care Services, as promulgated by the United
States Catholic Conference; (ii) the mission of the
Franciscan Health Partnership and its affiliates,
which include FHS; and (iii) the policies of FHS with
respect to providing indigent care to its patients.
(d) Section 3.1(a) is amended and restated to provide that DTO
Management shall own at least a thirty-five percent (35%) Membership
Interest in the Company and shall contribute to the Company for its
Membership Interest One Million Four Hundred Seventy Thousand Dollars
($1,470,000.00);
(e) Section 3.1(b) is amended by deleting "49%" therefrom and
substituting 35% in lieu thereof and by adding the following sentence
to the end thereof:
It is acknowledged and agreed that after the date
hereof the Company may continue to seek qualified
individuals to become Investor Members who will
subscribe for any portion of the aggregate Membership
Interest described in this subsection (b) which has
not been subscribed for as of the date hereof, which
Investor Members shall be subject to the unanimous
approval of DTO Management and the Investor Manager
designated by the Investor Members as provided in
Section 5.1(x);
(f) The following is added as Section 3.1(c):
FHS shall own at least a thirty percent (30%)
Membership Interest in the Company and shall
contribute to the Company for its Membership Interest
One Million Two Hundred Sixty Thousand Dollars
($1,260,000.00);
(g) The following is added as Section 3.7:
Guarantees of or Collateral for Indebtedness of the
Company. In the event that following written notice
from time to time by DTO Management to the Investor
Managers, DTO Management determines that DTO
Management or its Affiliates must provide, and they
have elected to so provide, guarantees or collateral
security to any lender or lessor who is providing
loans or lease financing to the Company only on the
condition that adequate guarantees or collateral
security be provided to such lender or lessors, then
FHS agrees to provide, on a several basis, guarantees
of any such loans or lease financing, or additional
collateral security for such loans or leases, on the
same terms and conditions as are then being provided
from time to time by DTO Management and its
Affiliates, it be acknowledged and agreed that 53.85%
of
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any such guarantees or collateral security shall be
provided by DTO Management and its affiliates, and
46.15% thereof shall be provided by FHS. FHS agrees
to provide such financial statements as are required
from time to time by parties providing loans or lease
financing to the Company.
(h) The following is added as Section 3.8:
Additional Obligations of FHS.
(a) From time to time subject to applicable
law and any applicable billing and reimbursement
rules and regulation, including, without limitation
all licensure requirements, FHS shall provide the
hospital, support and ancillary services to the
Hospital which are listed on Exhibit B attached
hereto, the pricing of which shall be reasonably
agreed upon by FHS and the Company and which
arrangement shall be evidenced by written agreements
to be entered into by FHS and the Company. Such
written agreement shall contain commercially
reasonable performance criteria which will allow the
Company to provide FHS written notice of any material
default, provide FHS with a reasonable cure period
and allow the Company thereafter to provide such
services itself in the event FHS has been unable to
cure such default;
(b) The Company and FHS shall cooperate with
one another and work together on terms acceptable to
each such party to develop joint marketing and
managed care programs and strategies under which they
shall market their respective services to residents
of the Dayton area and to appropriate payors;
(c) FHS shall lease to the Company and
Investor Members thereof, at fair market value, space
in FHS' medical office building subject to the
availability thereof;
(d) Subject to satisfying FHS' credentialing
requirements, in order to enable the Hospital and
physicians practicing at the Hospital to provide
their services for their patients on an efficient and
a coordinated basis, upon the opening of the Hospital
physicians with privileges to practice at the
Hospital shall also be given privileges to read EKG,
ultrasound and cardiac nuclear camera studies and
tests (provided that FHS' obligation with respect to
cardiac nuclear camera studies shall be limited to
FHS using its commercially reasonable best efforts in
light of existing FHS obligations and commitments) at
Franciscan Medical Center.
4
(i) The following is added at the end of Section 5.1(g):
it being acknowledged and agreed that employees of
FHS who are affected by the closure of FHS' heart
program and who are acceptable to the Company shall
be offered employment by the Company to the extent
that the Company has positions available for such
employees. Such former employees of FHS shall be
given credit for their years of service with FHS for
purposes of the Company's employee benefit programs,
which benefit programs shall be established at
appropriate levels in light of local market
conditions.
(j) The following are added to Section 5.1:
(bb) Develop and operate satellite cardiac
centers at locations to the north and south of the
Hospital as approved from time to time by the
Investor Managers. These centers will each provide
cardiac diagnostic and rehabilitative services. For
the north location, DTO Management anticipates
entering into an agreement, on behalf of the Company,
not later than July 1, 1998, with the Dayton Heart
Center, P.A. to sublease the second floor of the
medical office building in Dayton at which the Dayton
Heart Center, P.A. has its primary offices, and to
lease certain cardiac rehabilitation equipment from
the Dayton Heart Center, P.A. based upon such
equipment's depreciated book value, at which location
the Company would operate one of such satellite
centers. Such agreements to be entered into by DTO
Management on behalf of the Company with Dayton Heart
Center, P.A. shall provide for the right of the
Company to terminate such agreements in the event
that the services of the Company at such satellite
cardiac center are operating at a cash flow deficit
at the end of the three month period of operations
which commences with the opening of the Hospital.
(cc) The Company shall lease parking spaces
to FHS in the parking facilities to be developed by
the Company based upon fair market value terms
therefore.
(dd) It is acknowledged and agreed that FHS
shall be an eligible provider with respect to the
Company's welfare benefit plans.
(ee) DTO Management is authorized to enter
into a land purchase or lease agreement and lease on
behalf of the Company
5
with FHS in accordance with the terms and conditions
of Sections 2.3(b) and 5.1(cc).
(ff) Subject to the approval of the Investor
Manager elected by the Investor Members, DTO
Management, on behalf of the Company, may agree to
purchase from FHS any medical equipment required by
the Hospital which will no longer be needed by FHS
based upon such equipment's net book value, the
purchase price for which shall be paid in cash upon
the delivery of such equipment to the Hospital.
(k) The following shall be added at the end of Section 5.2:
(k) Approve, repay, refinance or exercise
any material rights with respect to any loans, leases
or other financing provided by third parties to the
Company without the approval of DTO Management and
the Investor Manager, which shall not be unreasonably
withheld or delayed;
(l) Waive or fail to enforce any material
provision of the Agreement without the consent of DTO
Management and the Investor Manager;
(m) Enter into any agreement under which the
Company is obligated to make any payment of any type
or nature to any Investor Member or its affiliates
without the consent of DTO Management and the
Investor Manager;
(n) Act in any manner which would cause the
Company and the Hospital to violate the purposes set
forth in Section 2.3(d) hereof.
(l) Section 5.6(b) is amended:
(i) Subsection 5.6(b)(ii) is hereby amended
by deleting therefrom the phrase "collected gross
revenues" and substituting in lieu thereof "net
revenues";
(ii) Section 5.6(b)(ii) is amended by
deleting the word "the" in front of each reference in
such subsection to "Investor Manager" and adding the
word "each" in front of the words "Investor Manager"
on the first and eighth lines thereof and by deleting
the word "Investor" in front of the word "Members" on
the eighth line of such subsection.
6
(m) Section 5.9(b) is amended by adding ("Cardiac Services")
after the word "services" in the eighth line of that subsection, and by
inserting after the word "Hospital" on such eighth line the phrase
"provided however in all events Xxxxxxxx County, Ohio is expressly
excluded from such territory";
(n) Section 5.9(b) is further amended by adding the following
paragraph at the end thereof:
Notwithstanding anything herein to the
contrary, FHS may continue to operate Franciscan
Medical Center in the ordinary course prior to the
date upon which the Hospital is ready to receive its
first patient, following which date FHS and its
Affiliates shall be bound by the terms and conditions
of this Section 5.9 to the same extent as each other
member hereof, it being acknowledged and agreed that
as of such opening of the Hospital, the Cardiac
Services which are the subject of this restrictive
covenant shall be provided by FHS only through its
interest in the Company. The Company and FHS shall
enter into mutually acceptable agreements or
subcontracts under which the Hospital shall provide,
on behalf of FHS, all Cardiac Services which FHS is
obligated to provide or does provide under any
managed care agreement or arrangement to which FHS is
a party.
In the event that during the term of this
Agreement and after the Hospital has been opened for
at least one (1) year, the Hospital ceases to hold
any license or certification which is necessary in
order for the Hospital to provide the material
Cardiac Services which it is then providing, and such
loss of licensure or certification is not cured
within the following one hundred twenty (120) day
period, then FHS may thereafter provide any and all
Cardiac Services at the Franciscan Medical Center
until the Hospital has regained such licensure and
certification and maintained it in good standing for
at least twelve (12) consecutive months at which time
FHS and its affiliates shall again be subject to the
restrictions set forth above in this Section 5.9(b).
In the event that at any time hereafter
either DTO Management or its Affiliates on the one
hand, or FHS or its Affiliates on the other, desire
to develop, own, operate or manage a heart hospital
substantially similar to that contemplated by this
Agreement but to be located in Xxxxxxxx County, Ohio,
then each such parties shall give the other
reasonable first rights of refusal to participate in
such venture or transaction on substantially the same
terms and conditions as provided in this Agreement.
7
The Company and its Hospital shall provide
its services and facilities primarily to patients
needing cardiology and cardiovascular care and
surgery and the Company shall not, directly or
indirectly, provide home health care services, own or
operate an endoscopy suite, or operate an emergency
room except as required by applicable law, including,
without limitation, any licensing requirements (and
subject to FHS fulfilling its obligations to the
Hospital with respect to emergency room services)
provided however, nothing shall prevent the Company
or the Hospital from providing any service or
facility which is required by a patient of the
Hospital whose needs relate primarily to cardiology
and cardiovascular care and surgery.
Notwithstanding anything herein to the
contrary, FHS may continue to own and operate one (1)
cardiac catheterization laboratory which may be used
solely for diagnostic cardiac catheterization and
peripheral vascular studies.
(o) Section 5.9(e) is amended by deleting therefrom all
references to "Investor";
(p) Section 5.13 is amended by adding "(a)" in front of the
existing provision and deleting therefrom the word "the" in front of
the first reference to Investor Manager in the last sentence of such
provision and replacing it with "such";
(q) Section 5.13 is further amended by adding the following as
Section 5.13(b):
From time to time, FHS shall designate an
individual to serve as an Investor Manager to serve
for one (1) year terms or until a successor is duly
designated by FHS. At any time FHS may replace its
Investor Manager and designate a new Investor
Manager.
(r) Section 5.14 is amended by retitling such provision as
"Role of and Decisions by Investor Manager" and adding "(a)" at the
front of such provision;
(s) Section 5.14 is further amended by adding the following
new subsection (b) thereto:
Except as provided in Section 5.13 and in the
definition of "Investor Manager" as provided in this
Agreement, all references in this Agreement to
"Investor Manager" shall mean the two (2) Investor
Managers elected and designated as set forth in
Section
8
5.13. Except as provided in Section 3.1(b) with
respect to the admission of new Investor Members
(which requires the unanimous approval of DTO
Management and the Investor Manager designated by the
Investor Members) all decisions to be made and
actions to be taken under the terms of this Agreement
by the "Investor Manager" shall be deemed to have
been approved or consented to by the "Investor
Manager" if following notice to the two (2) Investor
Managers elected or designated under Section 5.13 at
least one of such Investor Managers provides its
consent or approval of any such decision or action.
(t) Section 7.2(b) is deleted from the Agreement in its
entirety and replaced with the following:
(b) Intentionally omitted.
(u) Section 7.2(i) of the Agreement is deleted in its
entirety;
(v) Section 8.1(b) is deleted from the Agreement and the
following is substituted in lieu thereof:
(b) The Investor Managers may not assign
their rights to be a Manager herein. Upon the
withdrawal or resignation of the Investor Manager
elected by the Investor Members, a substitute
therefore, who must be an Investor Member, may be
elected by a Majority Vote of Investor Members.
(w) Section 8.4 is amended as follows:
(i) The phrase "of FHS or" is added after
the words "Investor Member or" on the third line of
the first paragraph thereof;
(ii) The phrase "or FHS" is added after the
words "Investor Member" on the ninth and twelfth
lines of the first paragraph of Section 8.4;
(iii) The words "or of FHS" are added after
the words "Investor Member" on the fifth line of the
second paragraph of Section 8.4;
(iv) The words "or FHS, as the case may be,"
are added after the word "Member" on the ninth line
of the second paragraph of Section 8.4 and in that
same paragraph the words "Investor
9
Members" are deleted therefrom and the word
"Member's" is substituted in lieu thereof.
(x) Section 10.1(a) is amended by adding the words "either by"
after the words "DTO Management" in the second line thereof and by
adding the words "or by FHS" after the words "Investor Manager" in the
second line of such subsection;
(y) Section 11.1(g) is amended by adding the following
sentence at the end of the second sentence of such section:
Two (2) of such Managers shall be elected by FHS.
(z) The fifth sentence of Section 11.2(g) is deleted in its
entirety and the following is substituted in lieu thereof:
Notwithstanding the foregoing, in the event the
number of Managers is expanded, the Investor Members
and FHS shall continue to have the right to elect
Investor Managers who shall be designated to make
decisions which are specifically authorized to be
made by the Investor Manager under this Agreement and
DTO Management shall continue to have the right to
make decisions with respect to matters which are
reserved for DTO Management under this Agreement at
the time the number of Managers is so expanded.
(aa) Exhibit A is hereby amended to show FHS as a Member with
an Initial Capital Contribution of One Million Two Sixty Thousand
Dollars ($1,260,000.00) and a Maximum Mandatory Additional Capital
Contribution of Two Million Five Hundred Twenty Thousand Dollars
($2,520,000.00);
(bb) The following definitions in the Glossary of Terms are
hereby amended:
(i) The definition of "Affiliate" is amended
by adding at the end thereof:
"or (iv) with respect to a Person which is a
non-profit corporation or association, any
member of such non-profit corporation or any
other non-profit corporation of which such
Person is itself a member;
(ii) The definition of "Investor Manager" is
deleted and the following is substituted in lieu
thereof:
"Investor Manager" means the two
individuals, one elected by Investor Members
in accordance with Section 5.13(a)
10
and a second to be designated by FHS in
accordance with Section 5.13(b), who shall
serve as Managers of the Company;
(iii) The definition of "Prime Rate" is
amended by substituting "NationsBank" in lieu of
"First Union National Bank";
(iv) The definition of "Super Majority Vote
of Members" is amended by replacing "67%" with "75%".
(cc) Each of the parties hereto acknowledges and agrees that
they have been provided the revised capital expenditure budget and pro
formas for the Company which are attached hereto as Exhibit X.
(dd) The second sentence of Section 5.16 is hereby deleted
from the Agreement.
2. Except as provided in this Amendment, the Agreement remains in full
force and effect.
3. This Amendment may be signed in counterparts.
4. FHS shall be entitled to make a due diligence visit to a heart
hospital developed by an affiliate of MedCath Incorporated on or prior to
December 24, 1997. FHS may rescind its agreement to the terms hereof in writing
on or before December 24, 1997 if it is not satisfied with the results of its
due diligence.
5. DTO Management, Inc., on behalf of the Company, may rescind this
Amendment, and thereby terminate FHS as a member of the Company, if the Company
is unable to acquire or lease real property for the Hospital from FHS on terms
satisfactory to the Company.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment
effective as of the day and year first above written.
DTO MANAGEMENT, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------
Title: Vice President
---------------------------
FRANCISCAN HEALTH SYSTEM OF
THE OHIO VALLEY, INC.
By: /s/ R. Xxxxxxxxxxx Xxxx
------------------------------------
Title: President
---------------------------------
Cardiology Specialists of Dayton, Inc.
By: /s/ Xxxxxxx X. Xxxxx, D.O.
------------------------------------
Title: President
---------------------------------
/s/ Xxxxxx X. Xxxxx
---------------------------------------
Xxxxxx X. Xxxxx
/s/ Xxxxx X. Xxxxxxx
---------------------------------------
Xxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxx
---------------------------------------
Xxxxxx X. Xxxx, D.O.
/s/ Xxxxxxx X. Xxxxx, D.O.
---------------------------------------
Xxxxxxx X. Xxxxx, D.O.
12
HZ & Associates Health Care Investments LLC
By: /s/ Xxxx Xxxxx
------------------------------------
Title: Investment Manager
---------------------------------
Xxxx Xxxxx M.D. & Associates, Inc.
By: /s/ Xxxx Xxxxx
------------------------------------
Title: President
---------------------------------
/s/ Xxxx X. Denmark, M.D.
---------------------------------------
Xxxx X. Denmark, M.D.
/s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxxx
/s/ Xxxxxx X. Xxxxx, M.D.
---------------------------------------
Xxxxxx X. Xxxxx, M.D.
---------------------------------------
Xxxxxxxx X. Xxxxxxxxx, M.D.
/s/ Xxxxx X. Rank, D.O.
---------------------------------------
Xxxxx X. Rank, D.O.
/s/ Xxxxxx Xxxxx
---------------------------------------
Xxxxxx Xxxxx
/s/ Xxxx Xxxxx
---------------------------------------
Xxxx Xxxxx, M.D.
13
AKMS Investments LLC
By: /s/ Xxxxxxxx Xxxxx
------------------------------------
Title: Manager
---------------------------------
Cardiologist of Xxxxx & Champaign Counties Inc.
By: /s/ Xxxxxxxx Xxxxx
------------------------------------
Title: President
---------------------------------
/s/ Xxxxxxxx Xxxxx
---------------------------------------
Xxxxxxxx Xxxxx
/s/ Xxxxxxxx X. Xxxx
---------------------------------------
Xxxxxxxx X. Xxxx
/s/ Xxxxx Xxxxxxxx
---------------------------------------
Xxxxx Xxxxxxxx, M.D.
---------------------------------------
Sagar X. Xxxxxxxxx
TDHC Investment, LLC
By: /s/ Xxxx X. Xxxxxxxxx
------------------------------------
Title: Authorized Signature
---------------------------------
Dayton Heart Center, Inc.
By: /s/ C. Xxxxx Xxxxx
------------------------------------
Title: President
---------------------------------
14
/s/ Xxxxx Xxxxxxx
---------------------------------------
Xxxxx Xxxxxxx, M.D.
/s/ Xxxxx X. Xxxxx
---------------------------------------
Xxxxx X. Xxxxx, M.D.
/s/ Xxxx X. Xxxxxxxx
---------------------------------------
Xxxx X. Xxxxxxxx, M.D.
/s/ Xxxx Xxxxx
---------------------------------------
Xxxx Xxxxx, M.D.
/s/ C. Xxxxx Xxxxx
---------------------------------------
C. Xxxxx Xxxxx, M.D.
/s/ Xxxxx X. Xxxxxxx
---------------------------------------
Xxxxx X. Xxxxxxx, M.D.
/s/ Xxxxxxxx Xxxxxxxxxx
---------------------------------------
Xxxxxxxx Xxxxxxxxxx, M.D.
/s/ Xxxxxxx X. Xxxxxx, M.D.
---------------------------------------
Xxxxxxx X. Xxxxxx, M.D.
/s/ Xxxxxxxxxxx Xxxxxx
---------------------------------------
Xxxxxxxxxxx Xxxxxx, M.D.
/s/ Xxxx X. Xxxxxxxxx
---------------------------------------
Xxxx X. Xxxxxxxxx, M.D.
/s/ Xxxxxxx X. Xxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxx
15
/s/ Xxxxxxx X. Xxxxx
---------------------------------------
Xxxxxxx X. Xxxxx, M.D.
Xxxxxx X. Xxxxxxxx, M.D. & Associates, Inc.
By:
------------------------------------
Title:
---------------------------------
Xxxxxxxx Family Limited Partnership
By:
------------------------------------
Title:
---------------------------------
---------------------------------------
Xxxxxx X. Xxxxxxxx, M.D.
/s/ Xxxxx X. Xxxxxxx
---------------------------------------
Xxxxx X. Xxxxxxx, M.D.
---------------------------------------
Xxxxxxx X. Xxxxx, D.O.
/s/ Xxxxx X. Xxxxxxxx, D.O.
---------------------------------------
Xxxxx X. Xxxxxxxx, D.O.
/s/ Xxxx X. Xxxxx
---------------------------------------
Xxxx X. Xxxxx, D.O.
16
---------------------------------------
Xxxxxxx X. Xxxxxxx, M.D.
/s/ X.X. Xxxxxxxx
---------------------------------------
X.X. Xxxxxxxx, M.D.
---------------------------------------
X.X. Xxxxxx, M.D.
/s/ Xxxx X. Xxxxx
---------------------------------------
Xxxx X. Xxxxx
JTJJ, LLC
By:
------------------------------------
Title:
---------------------------------
17
Exhibit B
Ancillary Services
Dietary, meals on demand
Lab and Blood Bank
Pharmacy, Pharmacists only
Maintenance & Engineering
Central Supply
Bio-med
Security
Housekeeping
Hemodyalasis
Respiratory Care
Rehab
Speech
Occupational Therapy
Ambulance
Anesthesia
Emergency Room
Marketing
Infection Control
Social Service and Spiritual Care
It is acknowledged and agreed that the Company shall have the obligation to
attempt to enter into acceptable professional service agreements between the
Company and the anesthesiologists, pathologists and radiologists who currently
provide their services to FHS.
