AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP OF
FAYETTEVILLE LITHOTRIPTERS LIMITED PARTNERSHIP - VIRGINIA I
THIS AMENDMENT, effective as of the 1st day of March, 1999, is
entered into by and among Lithotripters, Inc., a North Carolina corporation and
the General Partner of Fayetteville Lithotripters Limited Partnership-Virginia
I, a Virginia 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 Fayetteville Lithotripters Limited
Partnership-Virginia I, as amended (the "Agreement").
2. Effective as of March 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 Articles 28 and 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:
LITHOTRIPTERS, INC., a North Carolina
corporation and sole general partner of the Partnership
By:_________________________________________
Title:________________________________________
ALL THE LIMITED PARTNERS OF
THE PARTNERSHIP WHOSE NAMES
APPEARED ON SCHEDULE A-2
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
Fayetteville Lithotripters Limited Partnership-Virginia I (the
"Partnership").
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 Virginia urologists who are not investors in
the Partnership ("Qualified Investors"). As required by Articles 28 and 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
Partnership operations, 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 (i)
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 (Xxxxxxxx,
Ball & Company). 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.
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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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