Qualis Care Lp Sample Contracts

Qualis Care Lp – CERTIFICATE OF LIMITED PARTNERSHIP (December 3rd, 1996)

STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 04:30 PM 03/08/1994 944035950 - 2384265 CERTIFICATE OF LIMITED PARTNERSHIP OF Healthcare Partners, L.P. This Certificate of Limited Partnership of Healthcare Partners, L.P. (the "Limited Partnership") is being executed by the undersigned for the purpose of forming a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act. 1. The name of the Limited Partnership is Healthcare Partners, L.P. 2. The address of the regi

Qualis Care Lp – CONTRIBUTION AGREEMENT (December 3rd, 1996)

1 CONTRIBUTION AGREEMENT Contribution Agreement, dated as of March 18, 1994 ("Contribution Agreement" or "Agreement"), by and among CFHF Partners, L.P., a Delaware limited partnership ("CFH"), Towers Financial Corporation ("Towers"), a Delaware corporation on behalf of itself and such of its subsidiaries as have any right, title and interest in any of the Towers Assets (hereinafter defined), Towers Collection Service, Incorporated ("Towers Collection") and Healthcare Partners, L.P., a Delaware limited partnership ("Partnership"). GENERAL Towers together with certain of Towers' subsidiaries (collectively, the "Towers Entities") filed voluntary petitions for relief under Chapter 11 of Title 11 of the United States Code (together with applicable provisions of Title 28 of the United States Code, as amended from time to time, the "Bankruptcy Code") on March 25 and 26, April 29 and May 20, 1993. The c

Qualis Care Lp – WARRANT, SUBSCRIPTION AND RIGHTS AGREEMENT (December 3rd, 1996)

WARRANT, SUBSCRIPTION AND RIGHTS AGREEMENT THIS AGREEMENT dated as of January 20, 1995 is entered into among QUALIS CARE, L.P., a Delaware limited partnership ("Qualis"), QUALIS SERVICES, INC., a Delaware corporation ("Services"), QUALIS CREDIT, CORP., a Delaware corporation ("Credit"), QUALIS SERVICE HOLDING, INC., a Delaware corporation ("Service Holding"), QUALIS CREDIT HOLDING, INC., a Delaware corporation ("Credit Holding"), QUALIS CARE FUNDING CORPORATION, a Delaware corporation ("Funding"), QUALIS GROUP HOLDINGS, L.P., a Delaware limited partnership ("Group Holdings"), QUALIS GROUP, INC., a Delaware corporation ("Group") and CARGILL FINANCIAL SERVICES CORPORATION, a Delaware corporation ("Cargill"). P R E M I S E S: A. Qualis, Cargill, Funding and a Collateral Agent are entering into a Purchase Agreement dated as of the date of this Agreement (the "Purchase

Qualis Care Lp – AMENDED AND RESTATED AGREEMENT (December 3rd, 1996)

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HEALTHCARE PARTNERS, L.P. AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF Healthcare Partners, L.P. AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of Healthcare Partners, L.P. (the "Partnership"), dated as of March 18, 1994, among CFHF Partners, L.P., a Delaware limited partnership ("CFH"), Towers Financial Corporation, a Delaware corporation, or the successor in interest thereof ("Towers"), on behalf of itself and its subsidiaries as their respective interests may appear (each, a "Towers Entity") as general partners, and Towers Limited Partner Subsidiary Corp.,

Qualis Care Lp – CERTIFICATE OF AMENDMENT (December 3rd, 1996)

CERTIFICATE OF AMENDMENT OF LIMITED PARTNERSHIP Qualis Care, L.P., a limited partnership formed under Delaware law, DOES HEREBY CERTIFY: FIRST: that the registered office of Qualis Care, L.P. in the State of Delaware be and hereby is changed to Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the authorization of the present registered agent of this corporation be and the same is hereby withdrawn, and THE CORPORATION TRUST COMPANY, shall be and is hereby constituted and appointed the registered agent of this corporation at the address of its registered office. IN WITNESS WHEREOF, Qualis Care, L.P. has caused this statement to be signed by the Chief Operating Officer as authorized by the Management Committee acting as its general partner this 25th day of October, 1995.

Qualis Care Lp – CERTIFICATE OF LIMITED PARTNERSHIP (December 3rd, 1996)

STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 02:00 PM 03/18/1994 944044339 - 2384265 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF LIMITED PARTNERSHIP OF HEALTHCARE PARTNERS, L.P. It is hereby certified that: FIRST: The name of the limited partnership (hereinafter called the "Partnership") is HEALTHCARE PARTNERS, L.P. SECOND: Pursuant to provisions of Section 17-202, Title 6, Delaware Code, the Certificate of Limited Partnership is amended as follows: 3. The names and addresses of

Qualis Care Lp – CERTIFICATE OF LIMITED PARTNERSHIP (December 3rd, 1996)

STATE OF DELAWARE SECRETARY OF STATE DIVISION OF CORPORATIONS FILED 02:0 PM 07/11/1994 544126867 - 2384265 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF LIMITED PARTNERSHIP OF HEALTHCARE PARTNERS, L.P. The undersigned, the general partners of Healthcare Partners, L.P. (the "Partnership"), certify as follows: FIRST: The name of the Partnership is Healthcare Partners, L.P. SECOND: In accordance with Section 17-202, Title 6, Delaware Code, Paragraph I of the Certificate o

Qualis Care Lp – RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF QUALIS CARE, L.P. (December 3rd, 1996)

NEITHER THIS WARRANT NOR THE WARRANT INTERESTS ISSUABLE ON EXERCISE OF THIS WARRANT MAY BE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, AS AMENDED, AND THE RULES AND REGULATIONS THEREUNDER OR IN A TRANSACTION WHICH IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THAT ACT. IN ADDITION, THE WARRANT INTERESTS ISSUABLE ON EXERCISE OF THIS WARRANT ARE SUBJECT TO RESTRICTIONS PURSUANT TO ARTICLE X OF THE JOINT PLAN OF REORGANIZATION OF TOWERS FINANCIAL CORPORATION AND ITS AFFILIATES AND THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF QUALIS CARE, L.P. TRANSFER RESTRICTED -- SEE SECTION 6.1 No. W-001 WARRANT TO PURCHASE LIMITED PARTNERSHIP INTERESTS