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charitable purpose. Relevant portions of the amended Operating
Partnership agreement are set out below:
AMENDED AND RESTATED CERTIFICATE AND AGREEMENT
OF LIMITED PARTNERSHIP
OF INLAND SURGERY CENTER, L.P.
* * * * * * *
IV. BUSINESS
The business of the Partnership is to own and operate
the Center and to carry on any and all activities necessary,
proper, convenient, or advisable in connection therewith.
* * * * * * *
VI. CAPITAL CONTRIBUTION, STATUS AND
ADDITIONAL WORKING CAPITAL
6.1 Capital Contribution of the General Partner. Upon
execution of this Agreement, the General Partner will
contribute $1,979,077 to the Partnership to be paid
$1,655,842 by check or by wire transfer and $1,598,495 by
delivering Shares,[6] which shall be simultaneously
distributed to the Limited Partners, other than [Beaver
Medical Clinic], in the amounts set forth on Schedule C.
For purposes of payment of the contribution, the Shares
shall be valued at the average of the closing prices of the
Shares, as reported by the NASDAQ National Market System, on
each of the five trading days which are prior to the ten
business days prior to April 30, 1990.
* * * * * * *
SCA will also make available to each Limited
Partner, other than [Beaver Medical Clinic], appropriate
officers of SCA who will respond to questions relating to
the material furnished and the business and affairs of SCA.
The Limited Partners who receive such shares shall
not sell, exchange, pledge hypothecate or otherwise dispose
6 Paragraph 1.25 of the Operating Partnership agreement
defines “Shares” as “$.01 par value common stock of SCA”.
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