SIXTH AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP OF
TEXAS LITHOTRIPSY LIMITED PARTNERSHIP III L.P.
THIS AMENDMENT, effective as of the 1st day of November, 1999,
is entered into by and among Pacific Lithotripsy, a North Carolina general
partnership and the General Partner of Texas Lithotripsy Limited Partnership III
L.P., a Texas limited partnership (the "Partnership"), and the Limited Partners
of the Partnership.
R E C I T A L S:
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1. The General Partner and the Limited Partners, hereinafter collectively
referred to as the "Partners," are parties to that certain Agreement of Limited
Partnership of Texas Lithotripsy Limited Partnership III L.P., as amended (the
"Agreement").
2. Effective as of November 1, 1999, the General Partner and
the requisite percentage of the Limited Partners consented in writing to the
following amendment to the Agreement, such amendment intended to allow the
General Partner the authority to periodically offer and sell additional limited
partner interests (a "Dilution Offering ") to local investors.
NOW, THEREFORE, in accordance with Article 29 of the
Partnership Agreement and pursuant to the written consent of the General Partner
and the requisite percentage of the Limited Partners, the parties hereto agree
as follows:
The Agreement is hereby amended as set forth in
Exhibit A hereto.
[Signature Page Follows]
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IN WITNESS WHEREOF, the Partners have hereunto set their hands
and seals effective as of the date first above written.
GENERAL PARTNER:
PACIFIC LITHOTRIPSY, a North Carolina general
partnership
By: Lithotripters, Inc., a North Carolina corporation
and a general partner of the Partnership
By:_________________________________________
Title:________________________________________
By: LithoWest, Inc., a California corporation and a
general partner of the Partnership
By: _______________________________________
Title: _____________________________________
ALL THE LIMITED PARTNERS OF
THE PARTNERSHIP WHOSE NAMES
APPEARED ON SCHEDULE A-5
By:/s/ Xxxxxx Xxxxxxx, M.D.
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Xxxxxx Xxxxxxx, M.D.
Attorney-in-Fact*
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*Pursuant to a Power of Attorney given by the Limited Partners in the
Agreement.
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EXHIBIT A
DILUTION OFFERING AMENDMENT
1. Capitalized terms used in this Exhibit and not otherwise defined shall
have the same meaning as provided in the Limited Partnership Agreement
(the "Partnership Agreement") of Texas Lithotripsy Limited Partnership
III L.P. (the "Partnership"), and any amendments thereto.
2. The purpose of this Exhibit is to set forth a proposed amendment to the
Partnership Agreement that would give the General Partner the authority
periodically to offer and sell additional limited partner interests
("Dilution Offering") to local urologists who are not investors in the
Partnership ("Qualified Investors"). As required by Article 29 of the
Partnership Agreement, to be effective this amendment must be approved
by the Partners representing two-thirds of the aggregate interests in
the Partnership.
3. The purposes of a Dilution Offering are (i) to raise additional capital
for any valid Partnership purpose, and (ii) to assure the highest
quality of patient care by admitting Qualified Investors to the
Partnership who will be dedicated and motivated as owners to follow the
Partnership's treatment protocol, and comply with its quality assurance
and outcome analysis programs. Any additional capital raised by the
Partnership in a Dilution Offering can be used for any legitimate
Partnership purpose including upgrading the Partnership's Lithostar(TM)
Mobile System.
4. Any sale of limited partner interests to Qualified Investors will
result in the proportionate dilution of the Partnership Percentage
Interests of the existing Partners; i.e., the interests of the General
Partner and the Limited Partners in Partnership allocations, cash
distributions and voting rights will be proportionately reduced by a
successful Dilution Offering.
5. The Percentage Interests of the existing Partners cannot be diluted
through Dilution Offerings by more than 20% in the aggregate without
the prior written consent of a Majority in Interest of all the
Partners. Without obtaining this additional consent, the existing
Partners cannot be diluted to less than 80% of their Percentage
Interest ownership at the time of this Amendment.
6. The General Partner has determined that the purchase price per 1%
Partnership Interest offered in the initial planned Dilution Offering
will be at its fair market value as determined by an independent third
party appraiser. The price for Units sold in future dilution offerings
also must be at a price no less than fair market value as determined by
the General Partner.
7. Upon the successful sale of Partnership Interests in a Dilution
Offering, the General Partner will prepare and attach a new Schedule A
to the Partnership Agreement to reflect (i) the Partners' adjusted
Percentage Interests in the Partnership, and (ii) the admission of the
new Limited Partners to the Partnership.
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