SECOND AMENDMENT TO
AGREEMENT OF LIMITED PARTNERSHIP OF
PACIFIC MEDICAL LIMITED PARTNERSHIP
THIS AMENDMENT, effective as of the 1st day of January, 1999,
is entered into by and among Lithotripters, Inc., a North Carolina corporation
and the General Partner of Pacific Medical Limited Partnership, a Hawaii limited
partnership (the "Partnership"), and the Limited Partners of the Partnership.
RECITALS:
--------
1. The General Partner and the Limited Partners, hereinafter
collectively referred to as the "Partners," entered into that certain Agreement
of Limited Partnership of Pacific Medical Limited Partnership dated April 1,
1996, as amended by that certain First Amendment to Agreement of Limited
Partnership of the Partnership, effective as of August 1, 1998.
2. The Partners desire to amend the Agreement to reflect the
assignment by Lithotripters, Inc. (the "Assignor") of a two percent (2%)
limited partnership interest in the Partnership to Xxxxxxx X. Xxx, Xx.,
M.D. and a two percent (2%) limited partnership interest in the Partnership
to Xxxxxxx X. Xxxx, M.D.
NOW, THEREFORE, in consideration of the mutual promises,
covenants, conditions and agreements herein contained, the parties hereto agree
as follows:
Schedule A-1 is deleted in its entirety and new
Schedule A-2, attached hereto, is substituted in its place.
IN WITNESS WHEREOF, the Partners have hereunto set their hands
and seals effective as of the date first-above written.
GENERAL PARTNER:
Lithotripters, Inc.
By:/s/ Xxxxxx Xxxxxxx, M.D.
---------------------------
Xxxxxx Xxxxxxx, M.D.
President
ALL THE LIMITED PARTNERS OF THE
PARTNERSHIP WHOSE NAMES APPEAR ON
SCHEDULE A-2
By:/s/ Xxxxxx Xxxxxxx, M.D. (SEAL)
---------------------------
Xxxxxx Xxxxxxx, M.D.,
Attorney-in-Fact*
* Pursuant to a Power of Attorney given by the Limited Partners in the
Agreement.
1-
SCHEDULE A-2
Schedule of Partnership Interests
PACIFIC MEDICAL LIMITED PARTNERSHIP
CONTRIBUTIONS OF CAPITAL TO THE PARTNERSHIP AND GUARANTIES
Cash Percentage
General Partner Contribution Guaranty(1) Interest
Lithotripters, Inc. $47,688 $330,402.80 20%
Limited Partners
Lithotripters, Inc. $47,250 $181,721.54 11%
Xxxxxxx Xxx $10,000 $66,080.56 4%
Xxxxxx Xxxxxxx $10,000 $66,080.56 4%
Xxxxxxx Xxxxx $10,000 $66,080.56 4%
Xxxx Xxxxx $10,000 $66,080.56 4%
Xxxxx Xxx $5,000 $33,040.28 2%
Xxxxxxx Xxxxxxxx $2,250 $16,520.14 1%
Xxxxx Xxxxxx $2,500 $16,520.14 1%
Xxxxxxxx Xxxxx $2,250 $16,520.14 1%
Xxxxxx Xxxxxx $2,250 $16,520.14 1%
Xxxxxxx Xxxxxx $2,250 $16,520.14 1%
Xxxxxx Xxxxxxx $2,250 $16,520.14 1%
Xxxxxxx Xxxxx $2,250 $16,520.14 1%
Xxxx Xxxxxxx $2,500 $16,520.14 1%
Xxxxxxx Xxxx $10,000 $66,080.56 4%
Xxxxxxx X. Xxx, Xx. N/A(2) $33,040.28(3) 2%
Xxxxx Kychenbecker $10,000 $66,080.56 4%
Cash Percentage
General Partner Contribution Guaranty(1) Interest
Xxxxxxx Xxxx Xxxxxxxx $10,000 $66,080.56 4%
Xxxxxxx Xxxxxxxxxx $10,000 $66,080.56 4%
Xxx Xxxxx $2,250 $16,520.14 1%
Xxx Xxxxx $2,250 $16,520.14 1%
Xxx Xxxxxx $2,250 $16,520.14 1%
Xxxxxxx Xxxxxxx $2,250 $16,520.14 1%
Xxxxx Xxxxxx $2,250 $16,520.14 1%
J. Xxxxxx Xxxxx $2,250 $16,520.14 1%
Xxxxx X. Xxxxxxxx $2,500 $16,520.14 1%
Xxxxx X. Xxxxxx $2,500 $16,520.14 1%
Xxxxx X. Xxxxxxx $2,500 $16,520.14 1%
Xxxx Xxxxx $2,250 $16,520.14 1%
Xxxxxxx Xxxx $2,250 $16,520.14 1%
Xxxxxx Xxxxxxx $2,250 $16,520.14 1%
Xxxx Xxxxxxxxx $2,500 $16,520.14 1%
Xxxxxx XxXxxxxx $2,250 $16,520.14 1%
Xxxxx Xxxxxxxxx $2,500 $16,520.14 1%
Xxxxx X. Xxxx $2,500 $16,520.14 1%
Xxxxxx X. Xxxxxxx $2,500 $16,520.14 1%
Xxxxx Xxxxxxxx N/A(2) $33,040.28(3) 2%
Xxxxxxx X. Xxxx N/A(2) $33,040.28(3) 2%
Xxxxxxx Xxxxxxxxxx, M.D.,
Inc. N/A(2) $66,080.56(3) 4%
TOTAL: $238,438 $1,652,014.00 100%
======== ============= ====
(1) Represents the estimated principal portion of each Partner's guaranty
obligation, as each Partner's obligation under the Guaranty includes
not only principal, but also (as provided in the Guaranty) accrued and
unpaid interest, late payment penalties and all costs incurred by the
Bank in collecting any defaulted obligations.
(2) Xxxxx Xxxxxxxx, M.D., Xxxxxxx X. Xxx, Xx., M.D., Xxxxxxx X. Xxxx, M.D. and
Xxxxxxx Xxxxxxxxxx, M.D., Inc. received their limited partnership interests by
an assignment from Lithotripters, Inc. and therefore made no capital
contributions to the Partnership.
(3) Pursuant to the terms of the assignments by Lithotripters, Inc., Xxxxx
Xxxxxxxx, M.D., Xxxxxxx X. Xxx, Xx., M.D., Xxxxxxx X. Xxxx, M.D. and Xxxxxxx
Xxxxxxxxxx, M.D., Inc. assumed their pro rata portion of the initial limited
partner guaranty of Lithotripters, Inc.