AGREEMENT OF LIMITED PARTNERSHIP OF PHC-ASHLAND, L.P.
Exhibit 3.242
Pursuant to Sections 8108 to 8594 of the Pennsylvania Revised Limited Partnership Act, the
undersigned parties being all of the partners (the “Partners”) of PHC-Ashland, L.P. (the “Limited
Partnership”), a Pennsylvania limited partnership formed pursuant to the provisions of Article
8503 of the Pennsylvania Revised Limited Partnership Act, as amended (the “Act”), hereby agree as
follows:
| Percent | Capital | |||||||||
| Name and Address | Ownership | Contribution | ||||||||
General Partner:
|
PHC-Tennessee, Inc., a Tennessee corporation 000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxx, Xxxxxxxxx 00000 |
1 | % | $ | 1.00 | |||||
Limited Partner:
|
Principal Hospital Company of Nevada, Inc., a Nevada corporation 000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxx, Xxxxxxxxx 00000 |
99 | % | $ | 99.00 | |||||
Each Partner made its contribution to capital in cash at the time it executed the Certificate
of Limited Partnership, dated April 6, 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 Act, 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 Pennsylvania is National Registered Agents,
Inc., 000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxx Xxxxxx, Xxxxxxxxxxxx 00000.
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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 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 1.704-1(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 1.704-1(b)(2)(iv), including any optional adjustments
under Treasury Regulation Section 1.704-1(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
1.704-1(b)(2)(iv)(g).
1.704-1(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 be
made to a Partner that would create an impermissible capital account balance as computed under
Treasury Regulations Section 1.704-1(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
1.704-1(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.
1.704-1(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 1.704-1(b)(2)(iv)(f) shall be allocated in accordance with said Internal Revenue Code
Section and/or Treasury Regulations Section 1.704-1(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
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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 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 19th day of June, 2001.
| GENERAL PARTNER: | ||||
WITNESSES:
|
PHC-Tennessee, Inc., a Tennessee corporation |
|||
/s/ [ILLEGIBLE]
|
By: /s/ [ILLEGIBLE] | |||
[ILLEGIBLE]
|
Title: V.P. & SECRETARY |
STATE OF TENNESSEE
|
) | |||||
| ) SS.: | ||||||
COUNTY
OF Xxxxxxxxxx
|
) | |||||
On this 19th day of June, 2001, before me, the subscriber, a Notary
Public duly appointed to take proof and acknowledgment of deeds and other
instruments, came Xxxxxx X. Xxxx, 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, TN, the day and year first above written.
Xxxxx Xxxxx Xxxxxxxx Notary Public
(SEAL) My Commission Expires SEPT. 25, 2004
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WITNESSES:
|
LIMITED PARTNER: | |
| Principal Hospital Company of Nevada, Inc., a Nevada corporation |
||
/s/ [ILLEGIBLE]
|
By: /s/ [ILLEGIBLE] | |
[ILLEGIBLE]
|
Title: V.P. & SECRETARY |
STATE OF TENNESSEE
|
) | |||||
| ) SS.: | ||||||
COUNTY
OF Xxxxxxxxxx
|
) | |||||
On
this 19th day of June, 2001, before me, the
subscriber, a Notary Public duly appointed to take proof and acknowledgment of deeds and
other
instruments, came Xxxxxx X. Xxxx, 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, TN, the day and year first above written.
Xxxxx
Xxxxx Xxxxxxx Notary Public
(SEAL) My Commission Expires SEPT. 25, 2004
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Amendment No. 1 to Agreement of Limited Partnership of PHC-Ashland, L.P., effective as of
April 15, 2005 (this “Amendment”).
WHEREAS, PHC-Tennessee, Inc., as the General Partner (the “General Partner”), and
Principal Hospital Company of Nevada, Inc., as the Limited Partner (the “Limited Partner”)
are parties to that certain Agreement of Limited Partnership, dated as of June 19, 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 Pennsylvania
Uniform Commercial Code and shall be governed by Article 8 of the Pennsylvania
Uniform Commercial Code.”
2. This Amendment shall be governed by, and construed in accordance with, the laws of the
State of Pennsylvania.
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-TENNESSEE, INC., as General Partner | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx III | |||||
| Name: | Xxxxxxx X. Xxxxxxxxx III | |||||
| Title: | Executive Vice President and Secretary | |||||
| PRINCIPAL HOSPITAL COMPANY OF NEVADA, INC., as Limited Partner | ||||||
| By: | /s/ Xxxxxxx X. Xxxxxxxxx III | |||||
| Name: | Xxxxxxx X. Xxxxxxxxx III | |||||
| Title: | Executive Vice President and Secretary | |||||
Signature Page to Amendment No. 1 to LP Agreement
of PHC-Ashland, L.P.
of PHC-Ashland, L.P.
