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EXHIBIT 10.15
AMENDMENT TO AGREEMENT OF LIMITED PARTNERSHIP
OF
HEART HOSPITAL, IV, L.P.
THIS AMENDMENT (the "Amendment") to the Agreement of Limited
Partnership (the "Partnership Agreement") of Heart Hospital, IV, L.P. (the
"Partnership") is made and entered pursuant to Section 11.2 of the Partnership
Agreement.
RECITALS
WHEREAS, the Partners desire to amend the Partnership 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 Partners agree as follows:
1. The following provision is hereby inserted as the fourth
paragraph of Section 8.4 of the Partnership 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 Partner in exchange for such Partner's Partnership Interest
or a portion thereof (the "Exchange"), MHI and its Affiliates and the
Partner may, notwithstanding the terms of this Agreement, engage in
such Exchange upon such terms as the Partner and MHI or MHI's Affiliate
may mutually agree, and the Exchange shall not be subject to any
restrictions on the transfer of Partnership Interests or rights of
first refusal of the Partnership or of any other Partner 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 Partnership Agreement.
3. Except as expressly provided herein, all terms and conditions
of the Partnership Agreement shall remain in full force and effect.
4. This Amendment shall be effective when approved by the
Partners in accordance with Section 11.2 of the Partnership Agreement.
IN WITNESS WHEREOF, the Partners have approved and consented to this
Amendment as of the 30th day of March, 2001.
