Waiver of Certain Provisions of the Fifth Amendment




 Exhibit 10.44 
  
 Effective as of December 31, 2004 
  
 Bank of America, N.A., 
   as Administrative Agent 
 231 South LaSalle Street 
 Mail Code: IL1-231-08-30 
 Chicago, IL 60604 
 Attn: Anne Zeschke 
  

			
	Re:	  	Request for Waiver of Certain Provisions of the Fifth Amended and Restated Loan Agreement.

  
 HealthTronics, Inc., a Georgia
corporation, successor in interest by merger (the “Merger”) to Prime Medical Services, Inc. (“Company”), certain Lenders (“Lenders”), and Bank of America, N.A., as
Administrative Agent for those Lenders (“Administrative Agent”), have entered into that certain Fifth Amended and Restated Loan Agreement (as renewed, extended, restated, and amended from time to time, the “Loan
Agreement”) dated as of July 26, 2002. Unless otherwise specified (A) capitalized terms used herein shall have the same meanings as set forth in the Loan Agreement and (B) references to “Sections” are to sections
of the Loan Agreement. Company hereby requests a waiver of certain terms and provisions of the Loan Agreement, and Company, Lenders, and Administrative Agent have agreed to waive certain provisions of the Loan Agreement, each subject to the terms
and conditions contained herein. 
  
 Section 1. Company Request.

  
 A. For the fiscal quarter ending on December 31, 2004, Company failed to
comply with Section 8.11(a) (Total Net Funded Debt to Adjusted EBITDA) and Section 8.11(c) (Debt Service Coverage Ratio) of the Loan Agreement (collectively, the “Subject Financial
Covenants”). 
  
 B. Company has requested that Lenders waiver
compliance with the Subject Financial Covenants for the fiscal quarter ending on December 31, 2004. 
  
 Section 2. Waivers to Loan Agreement. Lenders hereby waive compliance with the Subject Financial Covenants solely for the fiscal quarter ending on December 31, 2004. 
  
 Section 3. Representations. Company and each Guarantor hereby represent and warrant to
Administrative Agent and Lenders that: (A) the representations and warranties contained in the Loan Agreement and the other Loan Documents are true and correct on and as of the date hereof as though made on and as of such date, except to the extent
that such representations and warranties speak to a specific date or the facts on which such representations and warranties are based have been changed by transactions contemplated by the Loan Documents, provided that with respect to
Section 6.07, the representation regarding Defaults shall not include the Defaults waived pursuant to Paragraph 2 hereof; (B) after giving effect to this letter and the waiver granted herein, neither Company nor any

  
 Waiver Letter        









 Effective as of December 31, 2004 
 Page 2 
  
 Guarantors is in default in the due performance of any
covenant or agreement contained in the Loan Agreement or any other Loan Document; and (C) after giving effect to this letter and the waiver granted herein, no Default has occurred and is continuing. 
  
 Section 4. Confirmations. Each of Company and Guarantors ratifies and confirms
that the Loan Agreement, the Guaranties, the Borrower Security Agreement, the Guarantor Security Agreements, the Pledge Agreements, and the other Loan Documents are and remain in full force and effect in accordance with their respective terms, as
amended hereby. In addition, each of the Guarantors acknowledges, agrees, accepts and consents to the terms and provisions hereof and each other Loan Document as amended hereby. Except as expressly provided herein, this letter does not constitute a
waiver or modification of any of the terms or provisions set forth in the Loan Agreement or any other Loan Document and shall not impair any right that Administrative Agent or Lenders may now or hereafter have under or in connection with the Loan
Agreement or any other Loan Document. 
  
 Section 5. No Impairment.
The waivers hereby granted by Administrative Agent and Required Lenders (A) does not impair Administrative Agent’s or any of Lenders’ rights to insist upon strict compliance with the Loan Agreement or the other Loan Documents, and (B)
does not extend to any other Loan Document (as waived or amended hereby). The Loan Documents, as waived and amended hereby, continue to bind and inure to Administrative Agent, Lenders, Company, Guarantors, and their respective successors and
permitted assigns. 
  
 Section 6. Conditions Precedent. The effectiveness
of this letter and waiver agreement is subject to the conditions precedent that Administrative Agent shall have received all of the following, in form and substance satisfactory to Administrative Agent: 
  

	 	(A)	No Default. No Default (other than any Defaults waived pursuant to Paragraph 2 hereof) shall have occurred and be continuing under the Loan Agreement.


  

	 	(B)	Representations and Warranties. All of the representations and warranties contained in Article VI of the Loan Agreement and in each of the other Loan Documents
shall be true and correct on and as of the date hereof with the same force and effect as if such representations and warranties had been made on and as of such date, except to the extent that such representations and warranties speak to a specific
date or the facts on which such representations and warranties are based have been changed by transactions contemplated by the Loan Documents; provided that with respect to Section 6.07, the representation regarding Defaults
shall not include the Defaults waived pursuant to Paragraph 2 hereof. 

  

	 	(C)	Fees and Expenses. Payment of all fees and expenses of counsel for Administrative Agent in connection with the preparation and negotiation of this waiver letter.


  
 Section 7. Counterparts. This agreement, when
countersigned by Company, Guarantors, Administrative Agent, and Required Lenders shall be a “Loan Document” as defined and referred to in the Loan Agreement and the other Loan Documents and may be signed in any number of
counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This agreement shall be governed by and construed in accordance with the laws of the State of Texas. 








 Effective as of December 31, 2004 
 Page 3 
  
 Section 8 Entire Agreement. THIS AGREEMENT, THE
LOAN AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS EMBODY THE FINAL, ENTIRE AGREEMENT AMONG THE PARTIES HERETO AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE
SUBJECT MATTER HEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO. 
  
 [REMAINDER OF PAGE INTENTIONALLY BLANK. 
 SIGNATURE PAGES FOLLOW.] 








 If the foregoing is agreeable to you, please signify your acceptance of the terms and conditions set forth herein by
placing your signature in the space provided below. 
  

			
	 Very truly yours,

	
	 HEALTHTRONICS, INC., successor in interest by
 merger to Prime Medical Services, Inc.
     as Company

		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  




  
 Signature
Page to Waiver Letter 









					
	 GUARANTORS:

	
	 LITHOTRIPTORS, INC.

	 PRIME MEDICAL OPERATING, INC.

	 PRIME MANAGEMENT, INC.

	 PRIME LITHOTRIPTER OPERATIONS, INC.

	 PRIME LITHOTRIPSY SERVICES, INC.

	 SUN MEDICAL TECHNOLOGIES, INC.

	 PRIME SERVICE CENTER, INC.

	 formerly known as Prime Cardiac Rehabilitation Services, Inc.

	 ALABAMA RENAL STONE INSTITUTE, INC.

	 PRIME KIDNEY STONE TREATMENT, INC.

	 PRIME RVC, INC.

	 AK ASSOCIATES, L.L.C.

	 PRIME MEDICAL MANUFACTURING, LLC

	 PRIME REFRACTIVE MANAGEMENT, L.L.C.

	 WINEMILLER COMMUNICATIONS, INC.

	 ALUMINUM BODY CORPORATION

	 MEDSTONE INTERNATIONAL, INC.

	   each as a Guarantor

		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  


	
	PRIME MEDICAL MANAGEMENT, L.P.
	     as a Guarantor

		
	 By:
	 	 PRIME MEDICAL OPERATING, INC.,

	 	 	 its General Partner

			
	 	 	 By:
	 	  


	 	 	 Name:
	 	  


	 	 	 Title:
	 	  




  
 Signature
Page to Waiver Letter 








 Effective as of December 31, 2004 
 Page 6 
  

					
	TENNGA STONE GROUP THREE
	   as a Guarantor

		
	 By:
	 	 HT LITHOTRIPSY MANAGEMENT COMPANY,
 L.L.C.,

	 	 	 its Managing General Partner

			
	 	 	 By:
	 	  


	 	 	 Name:
	 	  


	 	 	 Title:
	 	  


	
	 ORTHOTRIPSY SERVICES OF BAKERSFIELD, L.P.

	 ORTHOTRIPSY SERVICES OF ROCHESTER, L.P.

	 ORTHOTRIPSY SERVICES OF SOUTHERN

	 IDAHO, L.P.

	 OSSATRON SERVICES OF ALABAMA, L.P.

	 OSSATRON SERVICES OF ARIZONA, L.P.

	 OSSATRON SERVICES OF CHESAPEAKE BAY, L.P.

	 OSSATRON SERVICES OF CINCINNATI, L.P.

	 OSSATRON SERVICES OF LAS VEGAS, L.P.

	 OSSATRON SERVICES OF MANHATTAN, L.P.

	 OSSATRON SERVICES OF MILWAUKEE, L.P.

	 OSSATRON SERVICES OF THE TRI-STATES I, L.P.

	 OSSATRON SERVICES OF UTAH, L.P.

	 OSSATRON SERVICES OF NEW ENGLAND, L.P.

	 OSSATRON SERVICES OF INDIANAPOLIS, L.P.

	 OSSATRON SERVICES OF SOUTHEAST

	 MICHIGAN, L.P.

	 OSSATRON SERVICES OF THE TWIN

	 CITIES, L.L.L.P.

	 OSSATRON SERVICES OF WESTERN

	 MICHIGAN, L.P.

	   each as a Guarantor

		
	 By:
	 	 HT ORTHOTRIPSY MANAGEMENT
 COMPANY, LLC,

	 	 	 its Managing General Partner

			
	 	 	 By:
	 	  


	 	 	 Name:
	 	  


	 	 	 Title:
	 	  




  
 Signature
Page to Waiver Letter 








 Effective as of December 31, 2004 
 Page 7 
  

			
	 LITHO MANAGEMENT, INC.

	 HLE CORP.

	 CAMBRIDGE HEALTH SERVICES OF TEXAS, INC.

	 HERITAGE MEDICAL SERVICES OF GEORGIA, INC.

	 INTEGRATED LITHOTRIPSY OF GEORGIA, INC.

	 INTEGRATED HEALTH CARE MANAGEMENT
 CORP.

	 T2 LITHOTRIPTER INVESTMENT OF INDIANA, INC.

	 LITHO GROUP, INC.

	 T2 LITHOTRIPTER INVESTMENT, INC.

	 SERVICETRENDS, INC.

	 N.Y.L.S.A. #4 INC.

	 INTEGRATED HEARING SERVICES, INC.

	 WEST COAST CAMBRIDGE, INC.

	 AMCARE, INC.

	 MIDWEST CAMBRIDGE, INC.

	 AMCARE HEALTH SERVICES, INC.

	 HT LITHOTRIPSY MANAGEMENT COMPANY, L.L.C.

	 HT ORTHOTRIPSY MANAGEMENT
 COMPANY, LLC

	 HT PROSTATE THERAPY MANAGEMENT
 COMPANY, L.L.C.

	 HT CRYOSURGERY MANAGEMENT COMPANY, LLC

	 HEALTHTRONICS TECHNOLOGY SERVICES &
 DEVELOPMENT, LLC

	 FLORIDA LITHOLOGY NO. 2, INC.

	 INTEGRATED ORTHOTRIPSY, INC.

	 ROCKY MOUNTAIN PROSTATE

	 THERMOTHERAPY LLC

	 FRONTLINE HOLDINGS, INC.

	 SURGICENTER MANAGEMENT, INC.

	 NGST, INC.

	 HT PROSTATE SERVICES, L.L.C.

	   each as a Guarantor

		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  




  
 Signature
Page to Waiver Letter 








 AGREED AND ACCEPTED as of the date first stated above. 
  

			
	BANK OF AMERICA, N.A.,
	   as Administrative Agent

		
	 By:
	 	  


	 	 	 Anne M. Zeschke

	 	 	 Assistant Vice President



  
 Signature
Page to Waiver Letter 









			
	BANK OF AMERICA, N.A.,
	       as a Lender

		
	 By:
	 	  


	 	 	 Daniel H. Penkar

	 	 	 Senior Vice President



  
 Signature
Page to Waiver Letter 









			
	 JPMORGAN CHASE BANK, N.A., successor by
 merger to Bank One, NA (Main Office Chicago),

	 as a Lender

		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  




  
 Signature
Page to Waiver Letter 









			
	 LASALLE BANK, NATIONAL ASSOCIATION,

	         as a Lender

		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  




  
 Signature
Page to Waiver Letter 









			
	 COMERICA BANK,

	         as a Lender

		
	 By:
	 	  


	 Name:
	 	  


	 Title:
	 	  




  
 Signature
Page to Waiver Letter