EXHIBIT 10.1
FOURTH AMENDMENT TO THE
OPERATING AGREEMENT OF
HEART HOSPITAL OF LAFAYETTE, LLC (the "Company")
THIS FOURTH AMENDMENT (the "Amendment") to the Operating Agreement of
the Company (the "Agreement") is effective as of February 7, 2003.
1. The first paragraph of Section 6.1 of the Agreement is hereby
deleted and replaced in its entirety with the following:
Prior to the dissolution of the Company, and subject to the
terms and conditions to which the Company is bound with respect to its
lenders ("Loan Conditions"), Net Surplus, as determined by the
Company's accountant, in excess of Eight Hundred Thousand Dollars
($800,000), shall be distributed at least annually by the Manager as
Cash Distributions according to the relative percentage Membership
Interests of the Members at such times as the Board of Directors deems
appropriate; provided, however, that to the extent possible, any
Guarantee Fee shall be deducted from the Cash Distributions otherwise
distributable to the Nonguarantor Members and paid to the Guarantor
Members as set forth in Section 5.6(c). Notwithstanding anything herein
to the contrary, no distributions shall be made to Members if
prohibited by the Act or any other applicable law and unless the
aggregate principal balance of any loans made to the Company by LHMI or
an Affiliate pursuant to Section 3.5 does not exceed Six Million
Dollars ($6,000,000) at the time of any Cash Distributions. For
purposes of this Section 6.1, the term "Net Surplus" means Cash Flow
from Operations and Cash from Sales or Refinancing remaining after
repayment of any amounts currently due with respect to loans made by
the Members or their Affiliates to the Company.
2. A new Section 8.1(e) of the Agreement shall be added as follows:
(e) Prior to any proposed assignment by LHMI of it Membership
Interest in the Company, its rights to designate Directors hereunder,
or its rights as manager under the Management Services Agreement, all
as allowed in Section 8.1(d) above, LHMI shall give notice to the Board
of Directors of any such proposed assignment subject, however, to the
obligations of LHMI and its Affiliates to its Lenders and to the legal
requirements applicable to LHMI and its Affiliates concerning such
disclosures.
[REMAINDER OF PAGE INTENTIONALLY BLANK]
Capitalized terms not defined herein shall be defined as set forth in the
Agreement. Except as provided herein, and as provided in the First, Second and
Third Amendments to the Agreement previously agreed to by the Members, the
Agreement shall remain in full force and effect.
MEMBER(S):
Lafayette Hospital Management, Inc.
By:
--------------------------------
Title:
-----------------------------
Lafayette Cardiologists, LLC
By:
--------------------------------
Title:
-----------------------------
2
