LIMITED LIABILITY COMPANY AGREEMENT OF MPT OF WARM SPRINGS, LLC
Exhibit 3.99
OF
MPT OF WARM SPRINGS, LLC
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), is made and entered into as
of October 10, 2006, by and between MPT OPERATING PARTNERSHIP, L.P., a Delaware limited
partnership (hereinafter referred to as the “Sole Member”), and MPT OF WARM SPRINGS, LLC,
a Delaware limited liability company (the “Company”).
W I T N E S S E T H:
WHEREAS, the Company was organized pursuant to the Delaware Limited Liability Company Act
(the “Act”), as set forth in the Delaware Code, § 18-101 et seq., as the
same may be amended from time to time on October 10, 2006;
WHEREAS, the parties desire to enter into this Limited Liability Company Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
set forth below, the parties hereby agree as follows:
1.
MEMBERSHIP INTERESTS. The Sole Member currently owns one hundred percent (100%)
of the percentage interests in the Company.
2. MANAGEMENT BY MEMBERS. Management of the Company shall be vested in its members.
The members shall have the exclusive right, power and authority to manage and operate the
business and affairs of the Company and to authorize any act or transaction on behalf of
the Company. The members may from time to time appoint and delegate authority to act on
behalf of the Company to such officers as the members deem appropriate. Any deed, agreement
or other instrument, whether or not for apparently carrying on in the usual way the
business or affairs of the Company, shall be binding on the Company and may be relied upon
by any person or entity which is supplied with such executed deed, agreement or other
instrument, if the same is executed on behalf of the Company by a member.
3. GOVERNING LAW. This Agreement shall be interpreted, construed and enforced in
accordance with the Act and the laws of the State of Delaware, without giving effect to its
choice of law provisions.
4. ENTIRE AGREEMENT. This Limited Liability Company Agreement constitutes the
entire agreement of the parties and supersedes all prior agreements, whether written or
oral.
5. AMENDMENTS. No amendments of this Agreement shall be valid unless it is set
forth in a writing signed by the members of the Company.
6. SINGLE PURPOSE ENTITY. The Company shall operate as a Single Purpose
Entity (as hereinafter defined). For the purpose of this Agreement, the term “Single
Purpose Entity” shall mean an entity which (i) exists solely for the purpose (the
“Purpose”) of acting as general partner of MPT of Warm Springs, L.P., a Delaware
limited partnership (the “Lessor”) (ii) conducts business only in its own name, (iii)
does not engage in any business other than the Purpose, (iv) other than the general
partnership interest in the Lessor, it does not hold, directly or indirectly, any
ownership interest (legal or equitable) in any entity or any real or personal property,
(v) does not have any assets other than those related to its interest in the Lessor and
does not have any debt other than as related to or in connection with the Purpose and
does not guarantee or otherwise obligate itself with respect to the debts of any other
person or entity, (vi) has its own separate books, records and accounts, (vii) holds
itself out as being a company separate and apart from any other entity, and (viii)
observes limited liability company formalities independent of any other entity.
IN WITNESS WHEREOF, the parties have executed and delivered this Limited
Liability Company Agreement on the date first set forth above.
| MPT OPERATING PARTNERSHIP, L.P. |
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| By: | /s/ Xxxxxx X. XxXxxx | |||
| Xxxxxx X. XxXxxx | ||||
| Executive Vice President and Chief Operating Officer |
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| MPT OF WARM SPRINGS, LLC BY: MPT OPERATING PARTNERSHIP, L.P. ITS: SOLE MEMBER |
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| By: | /s/ Xxxxxx X. XxXxxx | |||
| Xxxxxx X. XxXxxx | ||||
| Executive Vice President and Chief Operating Officer |
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2
THIS FIRST AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT of MPT OF WARM
SPRINGS, LLC, a Delaware limited liability company (the “Company”), is made and entered
into as of the 6th day of August, 2007, by and between the Company and MPT
OPERATING PARTNERSHIP, L.P., a Delaware limited partnership, as the sole member of the
Company (the “Sole Member”).
R E C I T A L S:
WHEREAS, the parties hereto have organized the Company pursuant to the Delaware
Limited Liability Company Act, Delaware Code Xxx. Title 6, § 18-101 et seq., as
the same may be amended from time to time, and any successor statute (the “Act”).
WHEREAS, the Company and the Sole Member entered into a Limited Liability Company
Agreement effective on October 10, 2006 (the “Agreement”).
WHEREAS, the parties desire to amend the Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants of the
parties herein contained, the parties do hereby agree as follows:
1. Amendment. The Agreement is hereby amended by replacing Section 6 with the
following:
6. SINGLE PURPOSE ENTITY. The Company shall operate as a Single
Purpose Entity (as hereinafter defined). For the purpose of this Agreement,
the term “Single Purpose Entity” shall mean an entity which (i) exists solely
for the purpose (the “Purpose”) of acting as general partner of MPT of Warm
Springs, L.P., a Delaware limited partnership (the “Lessor”) (ii) conducts
business only in its own name, (iii) does not engage in any business other
than the Purpose, (iv) other than the general partnership interest in the
Lessor, it does not hold, directly or indirectly, any ownership interest
(legal or equitable) in any entity or any real or personal property, (v) does
not have any assets other than those related to its interest in the Lessor and
does not have any debt other than as related to or in connection with the
Purpose and does not guarantee or otherwise obligate itself with respect to
the debts of any other person or entity; provided, however, that,
notwithstanding the foregoing, the Company may guarantee or otherwise obligate
itself with respect to the debts of any affiliate, (vi) has its own separate
books, records and accounts, (vii) holds itself out as being a company
separate and apart from any other entity, and (viii) observes limited
liability company formalities independent of any other entity.
2. Acknowledgment. The Sole Member hereby acknowledges and consents to the terms and
provisions of this Amendment.
3. Affirmation. Except as hereby amended, the provisions of the Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the Company and the Sole Member have caused this Amendment to be
executed and delivered as of the date first shown above.
| MPT OF WARM SPRINGS, LLC | MPT OPERATING PARTNERSHIP, L.P. | |||||||||||||
| By: MPT Operating Partnership, L.P., Sole Member | ||||||||||||||
By:
|
/s/ R. Xxxxxx Xxxxxx | By: | /s/ R. Xxxxxx Xxxxxx | |||||||||||
| R. Xxxxxx Xxxxxx, Executive Vice President and CFO | R. Xxxxxx Xxxxxx, Executive Vice President and CFO | |||||||||||||
