CONSENT AND LIMITED WAIVER
THIS CONSENT AND LIMITED WAIVER (this "Consent") is dated effective as of
March 31, 2000, by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D. ("▇▇▇▇▇▇▇"), ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D.
("Barnet"), ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇"), Barnet ▇▇▇▇▇▇▇ Eye Center, P.L.L.C.,
an Arizona professional limited liability company ("BDEC"), LASIK Investors,
L.L.C., a Delaware limited liability company ("LASIK"), Prime Refractive,
L.L.C., a Delaware limited liability company ("Prime Refractive"), Prime/BDR
Acquisition, L.L.C., a Delaware limited liability company ("Prime BDR"), and
Prime/BDEC Acquisition, L.L.C., a Delaware limited liability company ("Prime
BDEC" and together with all of the foregoing parties, the "Consenting Parties")
for the benefit of Prime Medical Services, Inc., a Delaware corporation ("PMSI")
and each subsidiary and affiliate of PMSI.
WHEREAS, the Consenting Parties, PMSI, Prime Medical Operating, Inc., a
Delaware corporation, and Prime Refractive Management, L.L.C., a Delaware
limited liability company are parties to that certain Contribution Agreement
(the "Contribution Agreement") dated as of September 1, 1999, as amended
pursuant to that certain First Amendment to Contribution Agreement dated as of
January 31, 2000;
WHEREAS, pursuant to Article VIII of the Contribution Agreement, PMSI
is prohibited from acquiring another center engaged in Refractive Surgery (as
defined in the Contribution Agreement) unless an exception enumerated in Article
VIII applies to such acquisition; and
WHEREAS, the Consenting Parties desire to consent to, and waive any
claims they may have as a result of, the acquisition by PMSI (through one or
more of its subsidiaries or affiliates) of certain assets from ▇▇▇ ▇▇▇▇▇▇, M.D.
(and certain entities owned or controlled by ▇▇▇ ▇▇▇▇▇▇, M.D.) and the
establishment of a Refractive Surgery joint venture with ▇▇▇ ▇▇▇▇▇▇, M.D. that
will engage in business activities similar to those engaged in by Prime BDEC,
including without limitation, the provision of services related to Refractive
Surgery (the "Moadel Acquisition").
NOW, THEREFORE, in consideration of the agreements herein contained,
the parties hereto agree as follows:
1. Consent and Limited Waiver. Each of the Consenting Parties, on its
own behalf and on behalf of its affiliates, hereby consents to the Moadel
Acquisition on whatever terms and conditions agreed to by PMSI and waives any
present or future claim it may have or claim to have as a result of the Moadel
Acquisition. Each of the Consenting Parties agrees that this Consent shall be
effective as of the date first written above, notwithstanding the actual date of
execution.
2. Miscellaneous. The parties hereto agree that, except as expressly
waived by this Consent, none of the rights, interests and obligations existing
and to exist under the Contribution Agreement are hereby released, diminished or
impaired, and the Contribution Agreement, and the exhibits thereto, shall remain
in full force and effect. This Consent shall be governed by and construed in
accordance with the laws of the State of Texas.
[Signature page follows]
S-3
SIGNATURE PAGE
TO
CONSENT AND LIMITED WAIVER
IN WTNESS WHEREOF, the parties hereto have executed this Consent
effective as of the date first written above.
BDEC: Barnet ▇▇▇▇▇▇▇ Eye CENTER, P.L.L.C.
By:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, M.D., manager
LASIK: LASIK INVESTORS, L.L.C.
By:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D., manager
By:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, M.D., manager
PRIME BDR: PRIME/BDR ACQUISITION, L.L.C.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D., signing as
a manager of Prime BDR,and on behalf
of LASIK as a
member of Prime BDR
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, M.D., signing as a
manager of Prime BDR, and on behalf
of LASIK as a
member of Prime BDR
▇▇▇▇▇ ▇▇▇▇▇▇, signing as a manager
of Prime BDR, and on behalf of PMOI
as a member of Prime BDR
PRIME BDEC: PRIME/BDEC ACQUISITION, L.L.C.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D., signing as a
manager of Prime BDEC, and on behalf
of LASIK as a member of Prime BDEC
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, M.D., signing as a
manager of Prime BDEC, and on behalf
of LASIK as a member of Prime BDEC
▇▇▇▇▇ ▇▇▇▇▇▇, signing as a manager
of Prime BDEC, and on behalf of PMOI
as a member of Prime BDEC
PRIME REFRACTIVE: PRIME REFRACTIVE, L.L.C.
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D., signing as a
manager of Prime Refractive, and on
behalf of LASIK
as a member of Prime Refractive
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, M.D., signing as a
manager of Prime Refractive, and on
behalf of LASIK
as a member of Prime Refractive
▇▇▇▇▇ ▇▇▇▇▇▇, signing as a manager
of Prime Refractive, and on behalf
of PMOI as a member
of Prime Refractive
▇▇▇▇▇▇▇:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, M.D.
BARNET:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, M.D.
▇▇▇▇▇▇▇▇▇:
▇▇▇▇ ▇▇▇▇▇▇▇▇▇