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EXHIBIT 10.29
FIRST AMENDMENT TO AMENDED AND RESTATED
GENERAL PARTNERSHIP AGREEMENT
OF
CHILDRENS HEMOPHILIA SERVICES
THIS FIRST AMENDMENT (THE "AMENDMENT") TO AMENDED AND RESTATED GENERAL
PARTNERSHIP AGREEMENT of CHILDRENS HEMOPHILIA SERVICES dated and adopted on
November 10, 1999 (the "PARTNERSHIP AGREEMENT") is dated JUNE 30, 2000, and
entered into between CHILDRENS HOME CARE, a California nonprofit public benefit
corporation ("CHC"), and HEMOPHILIA HEALTH SERVICES, INC., a Tennessee
corporation ("HHS"). Except as otherwise defined herein, all capitalized
terms shall have the meanings ascribed to them in the Partnership Agreement.
STATEMENT OF FACT:
A. CHC and HHS are all of the Partners to the Partnership.
B. Following the sale and transfer by CHC of a 30% Partnership
Interest to HHS, the Partners deem it necessary and appropriate to make certain
amendments to the Partnership Agreement.
NOW, THEREFORE, THE PARTIES DO HEREBY AGREE AS FOLLOWS:
1. Section 1.3, "Principal Place of Business," of the
Partnership Agreement is hereby amended in its entirety to read as follows:
"1.3 PRINCIPAL PLACE OF BUSINESS. The principal place of
business of the Partnership shall be located at 4650 SUNSET BOULEVARD,
MAIL STOP #16, LOS ANGELES, CALIFORNIA 90027, or at such other place or
places as shall be determined by the Partners within the County of Los
Angeles, California.
2. Section 6.1.3, "Management Committee; Appointment of
Committee Members; Voting," of the Partnership Agreement is amended in its
entirety to read as follows:
"6.1.3 MANAGEMENT COMMITTEE; APPOINTMENT OF COMMITTEE
MEMBERS; VOTING. The authorized number of Committee Members of the
Partnership shall be four (4) unless the Partners agree to increase or
decrease the size of the Management Committee proportionately from time
to time. CHC shall appoint one (1) Committee Member and HHS shall
appoint three (3) Committee Members. The Committee Members shall be
appointed by the Partners by a separate written action of the Partners.
Each Committee Member shall serve until his or her
AMENDMENT TO PARTNERSHIP AGREEMENT - PAGE 1
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successor is appointed by the appointing Partner in accordance with
this Agreement. Each Partner shall cause its appointed Committee Member
to comply with and perform the terms of this Agreement. The Committee
Members shall exercise their authority collectively and exclusively
through the actions of the Management Committee. Each Committee Member
shall have one (1) vote on any decision of the Management Committee.
Approval of the Management Committee shall require a majority of the
authorized number of the Committee Members."
3. Section 6.4, "Restrictions on Authority; Approval by the
Partners," shall be amended in its entirety to read as follows:
"6.4 RESTRICTIONS ON AUTHORITY; APPROVAL BY THE PARTNERS. The
individual Partners, the Committee Members, acting alone or
collectively as the Management Committee, and the Partnership Manager
shall have no authority with respect to the Partnership or its Business
to do any of the following without the prior unanimous Vote or written
consent of the Partners:
6.4.1 Do any act in contravention of this Agreement;
6.4.2 Do any act that would make it impossible to carry out
the Partnership Business;
6.4.3 Possess Partnership Property or assign the right of the
Partnership or its Partners in specific Partnership Property for anything other
than a Partnership purpose;
6.4.4 Make, execute or deliver any general assignments for
the benefit of creditors or any bond, guaranty, indemnity bond or surety bond;
6.4.5 Assign, transfer, pledge, compromise or release any
Partnership claim;
6.4.6 Confess a judgment;
6.4.7 Except for the power of the Management Committee to
amend or correct from time to time any information contained in EXHIBIT A to
this Agreement or in the Statement of Authority, to make any material amendment
or change to the Statement of Authority or to this Agreement, including, but
not limited to, any change in the authorized number of Committee Members or any
modification or enlargement of the rights or obligations of the Partners as set
forth herein;
6.4.8 Pursuant to Article 8 hereof, approve the sale,
transfer, assignment, hypothecation or encumbrance of any Partnership Interest
by a Partner, the admission of any new or transferee Partner to the
Partnership, the determination
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of the amount of any Capital Contribution to be made by any new Partner, and
the approval of a Partner's sale of all of its Interest in accordance with
Section 8.5 hereof;
6.4.9 The sale, exchange or other disposition of all or
substantially all of the Partnership Property, occurring as part of a single
transaction or a series of related transactions as part of a plan;
6.4.10 The merger of the Partnership with any other
partnership or business entity;
6.4.11 The termination or dissolution of the Partnership;
6.4.12 A change in the character of the Business of the
Partnership;
6.4.13 Any acquisition of any rights or interests in another
entity;
6.4.14 Any contracts or agreements between the Partnership
and any third party in excess of One Hundred Thousand Dollars ($100,000.00) and
the approval of any material changes or amendments thereto or renewals thereof;
6.4.15 Any transactions, contracts or agreements with an
Affiliate;
6.4.16 Any amendment, modification, supplement, renewal or
termination for any reason of that certain Hemophilia Therapy Business
Management, Service and Sales Agreement dated as of November 10, 1998, by and
between Horizon Health Systems, Inc. and the Partnership (the "HEMOPHILIA
THERAPY MANAGEMENT AGREEMENT"); or
6.4.17 Any amendment, modification, supplement, renewal or
termination for any reason of that certain Hemophilia Factor Services Agreement
dated as of November 10, 1998, by and among the Partnership, Horizon Health
Systems, Inc. and CHC (the "HEMOPHILIA FACTOR SERVICES AGREEMENT")."
4. Section 11.1.4 of Article 11, "Termination and Dissolution,"
reading as follows:
"11.1.4 The termination for any reason of the Hemophilia
Factor Services Agreement."
is hereby deleted in its entirety and the following language shall be inserted
in its place:
"11.1.4 [Intentionally left blank]."
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5. Article 15, "Notices," shall be amended in its entirety to
read as follows:
"ARTICLE 15
NOTICES
Any notice, demand or other communication required or permitted
hereunder shall be in writing and may be either (i) personally delivered,
which shall be deemed received at the time of actual receipt thereof, or (ii)
sent by registered or certified mail, with postage and charges prepaid, which
shall be deemed delivered three (3) business days after deposit in the United
States mail; or (iii) sent by overnight courier service, such as FedEx, with
charges prepaid, which shall be deemed delivered upon such courier service's
record delivery date of the same; or (iv) delivered by facsimile transmission,
which shall be deemed received at the time and date of transmission, provided
an original mechanical signed copy of such communication is also immediately
deposited in the United States mail with first-class postage and charges
prepaid, and IN EACH CASE, addressed or delivered to a party at such party's
address as set forth below, or at such other address as that party may specify
by written notice given to the other in accordance with this Article:
IF TO THE PARTNERSHIP, THEN TO EACH OF
THE FOLLOWING PARTIES:
CHILDRENS HEMOPHILIA SERVICES
Attn: Kyle Callahan, Partnership Manager
c/o 6820 Charlotte Pike, Suite 100
Nashville, Tennessee 37209
Facsimile: (615) 352-2588
AND TO:
Each of the Committee Members, addressed and delivered separately to
each Committee Member at such address as they shall provide the
Partnership from time to time,
WITH COURTESY COPIES TO EACH OF:
FRYE & HSIEH, LLP
Attn: Douglas J. Frye, Esq.
24955 Pacific Coast Highway, Suite A201
Mailbu, California 90265-4747
Facsimile: (310) 456-0808
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Thomas W. Bell, Jr., Esq.
1640 Century Center Parkway, Suite 101
Memphis, Tennessee 38134
Facsimile: (901) 385-3689
IF TO CHC, AS A PARTNER:
CHILDRENS HOME CARE
Attn: Paul King, Chairman of the Board
4650 Sunset Boulevard
Los Angeles, California 90027
Facsimile: (323) 668-7993
WITH A COURTESY COPY TO:
FRYE & HSIEH, LLP
Attn: Douglas J. Frye, Esq.
24955 Pacific Coast Highway, Suite A201
Malibu, California 90265-4747
Facsimile: (310) 456-0808
IF TO HHS, AS A PARTNER:
HEMOPHILIA HEALTH SERVICES, INC.
Attn: Kyle Callahan, President
6820 Charlotte Pike, Suite 100
Nashville, Tennessee 37209
Facsimile: (615) 352-2588
WITH A COURTESY COPY TO:
Thomas W. Bell, Jr., Esq.
1640 Century Center Parkway, Suite 101
Memphis, Tennessee 38134
Facsimile: (901) 385-3689
Where courtesy copies are requested to be given, such copies
shall not constitute valid notice to the party where a copy is
requested to be given."
6. EXHIBIT A to the Partnership Agreement, "Names and Addresses
of the Partners, Their Capital Contributions and Percentage Interests," is
amended in its entirety effective as of April 1, 2000, to update the names,
addresses and Percentage Interests of the Partners, and shall be replaced with
the EXHIBIT A attached hereto and made a part of this Amendment.
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7. Except as expressly amended and modified hereby, the
Partnership Agreement shall not be affected in any other manner and shall
remain in full force and effect as originally executed.
8. Each of the Partners represents and warrants that this
Amendment has been duly approved by a vote or written consent of their
respective Board of Directors and that the officers executing this Agreement
have been authorized by such Board of Directors to enter into, execute and
deliver this Amendment on behalf of the respective Partner executing the same,
9. For convenience, this Amendment may be executed in multiple
counterparts, each of which shall be deemed an original Amendment, and all of
which shall constitute one Amendment to be effective as of the date and in the
manner provided herein.
IN WITNESS WHEREOF, the parties hereto have caused this FIRST
AMENDMENT TO AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT of CHILDRENS
HEMOPHILIA SERVICES to be duly and validly executed and delivered by a duly
authorized representative as of the day and year first above written.
CHILDRENS HEMOPHILIA SERVICES
A California General Partnership
By Its Partners
"CHC"
CHILDRENS HOME CARE
A California Nonprofit Public Benefit
Corporation
By: /s/ Paul King
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PAUL KING, Chairman of the Board
"HHS"
HEMOPHILIA HEALTH SERVICES, INC.
A Tennessee Corporation
By: /s/ Kyle Callahan
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KYLE CALLAHAN, President
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EXHIBIT A
AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT OF
CHILDRENS HEMOPHILIA SERVICES
NAMES AND ADDRESSES OF THE PARTNERS,
THEIR CAPITAL CONTRIBUTIONS AND PERCENTAGE INTERESTS
(UPDATED AS OF 04/01/00)
NAMES AND ADDRESSES OF THE PARTNERS OF CAPITAL PERCENTAGE
CHILDRENS HEMOPHILIA SERVICES CONTRIBUTIONS INTEREST
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HEMOPHILIA HEALTH SERVICES, INC. 80.0%
6820 Charlotte Pike, Suite 100
Nashville, Tennessee 37209
Facsimile: (615) 352-2588
Attn: Kyle Callahan, President
CHILDRENS HOME CARE 20.0%
4650 Sunset Boulevard
Los Angeles, California 90027
Facsimile: (323) 668-7993
Attn: Paul King, Chairman of the Board
TOTAL: $ 100.0%
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