AGREEMENT OF LIMITED PARTNERSHIP OF PHC-CHARLESTOWN, LP
Exhibit 3.248
AGREEMENT OF LIMITED PARTNERSHIP
OF
PHC-CHARLESTOWN, LP
OF
PHC-CHARLESTOWN, LP
Pursuant to Article 23-16-3-1 of the Indiana Code (the “Code”), the undersigned parties being
all of the partners (the “Partners”) of PHC-Charlestown, LP (the “Limited Partnership”), an
Indiana limited partnership formed pursuant to the provisions of Article 23-16-3-2 of the Code,
hereby agree as follows:
Percent | Capital | |||||||||
Name and Address | Ownership | Contribution | ||||||||
General Partner: |
PHC-Indiana, Inc., | 1 | % | $ | 1.00 | |||||
an Indiana corporation | ||||||||||
000 Xxxxxxxx Xxxxx, Xxxxx 000 | ||||||||||
Xxxxxxxxx, Xxxxxxxxx 00000 | ||||||||||
Limited Partner: |
PHC Hospitals, LLC, | 99 | % | $ | 99.00 | |||||
a Delaware limited liability | ||||||||||
company | ||||||||||
000 Xxxxxxxx Xxxxx, Xxxxx 000 | ||||||||||
Xxxxxxxxx, Xxxxxxxxx 00000 |
Each Partner made its contribution to capital in cash at the time the General Partner executed
the Certificate of Limited Partnership, dated September 20, 2001. Neither Partner shall be required
to make any additional contribution of capital to the Limited Partnership, although the Partners
may from time to time agree to make additional contributions to the Limited Partnership.
The Limited Partnership may engage in any lawful business permitted by the Code, including
without limitation, acquiring, owning, operating, selling, leasing, and otherwise dealing with
hospitals and other healthcare businesses.
The address of the registered and principal office of the Limited Partnership is 000 Xxxxxxxx
Xxxxx, Xxxxx 000, Xxxxxxxxx, XX 00000 and the name and address of the registered agent for service
of process on the Limited Partnership in the State of Indiana is National Registered Agents, Inc.,
000 Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000.
The Limited Partnership shall be terminated and dissolved upon the earlier of (i) the mutual
agreement of the Partners or (ii) December 31, 2050. After payment of all
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obligations and other liabilities as provided in the Act, notwithstanding any provision to the
contrary in this Agreement, all remaining Limited Partnership assets shall be distributed to the
Partners in accordance with their positive ending capital account balances in compliance with
Treasury Regulation Section 1.704-l(b)(2)(ii)(b)(2). No Partner shall have the obligation to
another Partner, the Limited Partnership, or third party to restore a negative capital account
balance during the existence or upon termination of the Limited Partnership.
A capital account for each Partner shall be established, maintained and adjusted in
accordance with Treasury Regulation Section 1.704-l(b)(2)(iv), including any optional adjustments
under Treasury Regulation Section 1.704-l(b)(2)(iv)(f) that the General Partner believes are
necessary to reflect the economic interests of the Partners and, if applicable, the adjustments
required under Treasury Regulation Section 1.704-l(b)(2)(iv)(g).
All distributions and, after giving effect to the special allocations in the following
paragraph, all allocations of income, gain, deduction, loss and credits shall be made in accordance
with the Percent Ownership of each Partner. No allocation of loss or deduction will he made to a
Partner that would create an impermissible capital account balance as computed under Treasury
Regulations Section 1.704- l(b)(2)(ii)(d). In the event a
Partner’s Percent Ownership changes during
a taxable year, allocations of income, gain, deduction, loss, and credit shall be made to reflect
the varying interests of the Partners for such taxable year in accordance with Internal Revenue
Code Section 706(d) using any permissible method under the applicable Treasury Regulations that is
chosen by the General Partner.
This Agreement contains, and the Partners shall comply with the “qualified income offset”
provision of Treasury Regulations Section 1.704-(l(b)(2)(ii)(d), the minimum gain chargeback
provisions and provisions relating to the special allocation of nonrecourse deductions of Treasury
Regulations Section 1.704-2. The allocations contained in this paragraph shall be defined,
interpreted and made in accordance with the applicable Treasury Regulations.
Income, gain, loss and deduction as computed for income tax purposes with respect to Limited
Partnership property subject to Internal Revenue Code Section 704(c) and/or Treasury Regulations
Section 1.704-l(b)(2)(iv)(f) shall be allocated in accordance with said Internal Revenue Code
Section and/or Treasury Regulations Section 1.704-l(b)(4)(i), as the case may be, using any
reasonable method permitted in Treasury Regulations Section 1.704-3 that is selected by the General
Partner. Allocations made pursuant to this paragraph shall not affect the capital accounts of the
Partners.
The General Partner shall have the exclusive right and full power and authority to manage,
control, conduct and operate the business of the Partnership, and may take any and all action
without the consent of the Limited Partner. The General Partner shall maintain all books and
records required by the Act to be maintained at the address specified above or at any other office
designated by the General Partner. The
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General Partner shall make available at its principal office at the address specified above in
the State of Tennessee such books and records of the Limited Partnership as are required pursuant
to the Act. The General Partner shall have the right to designate a different registered agent
and/or registered office for the Limited Partnership by complying with any requirements pursuant to
the Act.
The Limited Partnership shall indemnify and hold harmless the General Partner, and its
members, managers, employees, agents and representatives and the officers, directors, employees
agents and representatives of its members to the fullest extent permitted by the Act.
The Partners hereby agree that all other terms of the Limited Partnership be controlled and
interpreted in accordance with the Act.
EXECUTED effective as of this 25th day of September, 2001.
GENERAL PARTNER: | ||||||
WITNESSES: | PHC-Indiana, Inc., an Indiana corporation |
|||||
Xxxxxx Xxxxxxx
|
By: | /s/ Xxxxxx X. Xxxx, III | ||||
Xxxxx Xxxxxx
|
Title: | Secretary |
STATE OF TENNESSEE |
) | |
) SS.: | ||
COUNTY OF XXXXXXXXXX |
) |
On
this 25th day of September, 2001, before me, the subscriber, a Notary Public duly appointed to take
proof and acknowledgment of deeds and other
instruments, came Xxxxxx X. Xxxx, III, to me personally known
to be the individual described in and who signed the preceding Articles of Limited Partnership,
and who duly acknowledged to me, the signing of the same, and being by me duly sworn deposeth
and saith that he signed the foregoing Articles of Limited Partnership in the capacity set
forth under his signature.
IN TESTIMONY WHEREOF, I hereunto set my name and affix my official seal at Brentwood,
Tennessee the day
and year first above written.
Xxxxx X. Boston Notary Public
(SEAL)
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WITNESSES: | LIMITED PARTNER: | |||||
PHC Hospitals, LLC | ||||||
Xxxxxx Xxxxxxx
|
By: | /s/ Xxxxxx X. Xxxx, III | ||||
Xxxxx Xxxxxx
|
Title: | Secretary – Manager |
STATE OF TENNESSEE |
) | |
) SS.: | ||
COUNTY OF XXXXXXXXXX |
) |
On this 25th day of September, 2001, before me, the subscriber, a Notary Public duly
appointed to take proof and acknowledgment of deeds and other
instruments, came Xxxxxx X. Xxxx, III, to me personally
known to be the individual described in and who signed the preceding Articles of Limited
Partnership, and who duly acknowledged to me, the signing of the same, and being by me duly sworn
deposeth and saith that he signed the foregoing Articles of Limited Partnership in the capacity set
forth under his signature.
IN TESTIMONY WHEREOF, I hereunto set my name and affix my official seal
at Brentwood, Tennessee, the day and year first above written.
Paigeu T. Boston Notary Public
(SEAL)
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AMENDMENT NO. 1 TO
LIMITED PARTNERSHIP AGREEMENT
OF
PHC-CHARLESTOWN, LP
LIMITED PARTNERSHIP AGREEMENT
OF
PHC-CHARLESTOWN, LP
Amendment No. 1 to Limited Partnership Agreement of PHC-Charlestown, LP, effective as of April ___, 2005 (this “Amendment”).
WHEREAS, PHC-Indiana, Inc., as the General Partner (the “General Partner”), and PHC
Hospitals, LLC, as the Limited Partner (the “Limited Partner”) are parties to that certain
Limited Partnership Agreement, dated as of September 25, 2001 (the “LP Agreement”); and
WHEREAS, the General Partner and the Limited Partner now desire to amend certain provisions of the
LP Agreement as more fully described herein.
NOW, THEREFORE, the LP Agreement is hereby amended as follows:
1. The LP Agreement shall be amended by adding a new paragraph to the end thereto, which shall
read as follows:
“All Limited Partnership interests in the Limited Partnership shall be represented
by certificate(s) issued by the Limited Partnership, shall be deemed “securities”
within the meaning of Section 8-102 of Article 8 of the Indiana Uniform Commercial
Code and shall be governed by Article 8 of the Indiana Uniform Commercial Code.”
2. This Amendment shall be governed by, and construed in accordance with, the laws of the
State of Indiana.
3. This Amendment may be executed in one or more counterparts, each of which shall be deemed
an original and all of which together shall constitute one and the same document.
4. Except as amended hereby, the LP Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first above
written.
PHC-INDIANA, INC., as General Partner |
||||
By: | /s/ Xxxxxxx X. Xxxxxxxxx III | |||
Name: | Xxxxxxx X. Xxxxxxxxx III | |||
Title: | Executive Vice President, and Secretary | |||
PHC HOSPITALS, LLC, as Limited Partner |
||||
By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxxx III | |||
Title: | Executive Vice President and Secretary | |||
Signature Page to Amendment No. 1 to LP
Agreement
of PHC-Charlestown, LP
of PHC-Charlestown, LP