Exhibit 3.125
AGREEMENT OF GENERAL PARTNERSHIP
OF
BLOOMINGTON XXXXXXX, GENERAL PARTNERSHIP
This Agreement entered into as of the ____ day of July, 1999, by and among
BHC Xxxxxxx Partner, Inc., a Delaware corporation ("Xxxxxxx") and Indiana
Psychiatric Institutes, Inc., a Delaware corporation ("IPII"). Xxxxxxx and IPII
collectively are referred to herein as "Partners" or individually as a
"Partner."
WHEREAS, a Certificate of Limited Partnership was filed with the State of
Delaware Secretary of State on July 21, 1992, forming Bloomington Xxxxxxx,
Limited Partnership (the "Limited Partnership");
WHEREAS, the Partners of the Limited Partnership determined that it was in
the Limited Partnership's best interest to convert it from a limited partnership
to a general partnership;
WHEREAS, the Partners of the Limited Partnership filed a Certificate of
Cancellation of Certificate of Limited Partnership, dated June 30, 1998, with
the State of Delaware Secretary of State converting the Limited Partnership to a
general partnership with the name Bloomington Xxxxxxx, General Partnership; and
WHEREAS, the Partners of Bloomington Xxxxxxx, General Partnership have
decided to memorialize in writing their oral agreement as of June 30, 1998 by
executing this Agreement of General Partnership.
NOW, THEREFORE, in consideration of the mutual promises set forth in this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby expressly acknowledged, the Partners, intending
to be legally bound, do hereby agree as follows:
1. Definitions.
"Act" shall mean the Tennessee Uniform Partnership Act, as amended.
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"Adjusted Capital Account Deficit" means, with respect to any Partner, the
deficit balance, if any, in such Partner's Capital Account as of the end of the
Fiscal Year, after giving effect to the following adjustments:
(i) Credit to such Capital Account any amounts which such Partner is
treated as being obligated to restore to the capital of the Partnership as
determined under Regulations Section 1.704-1(b)(2)(ii)(c) or is deemed
obligated to restore pursuant to the penultimate sentences of Regulations
Sections 1.704-2(g)(1) and 1.704-2(i)(5); and
(ii) Debit to such Capital Account the items described in
Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and
1.704-1(b)(2)(ii)(d)(6).
The foregoing definition of Adjusted Capital Account Deficit is intended
to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and
shall be interpreted consistently therewith.
"Capital Account" means, with respect to any Partner, the Capital Account
maintained for such Partner in accordance with the following provisions:
(i) To each Partner's Capital Account there shall be credited the
amount of cash and the initial Gross Asset Value of any property
contributed to the Partnership by such Partner, such Partner's
distributive share of Profits, and any items in the nature of income or
gain that are specially allocated pursuant to Section 12.2 or Section 12.3
of this Agreement, and the amount of any Partnership liabilities that are
assumed by such Partner or that are secured by any Property distributed to
such Partner.
(ii) From each Partner's Capital Account there shall be debited the
amount of cash and the Gross Asset Value of any Property distributed to
such Partner pursuant to any provision of this Agreement, such Partner's
distributive share of Losses, and any items in the nature of loss or
deduction specially allocated pursuant to Section 12.2, Section 12.3 or
Section 12.4, and the amount of any liabilities of such Partner that are
assumed by the Partnership or that are secured by any property contributed
by such Partner to the Partnership.
In the event any Interest is transferred in accordance with the terms of
this Agreement, the transferee shall succeed to the Capital Account of the
transferor to the extent it relates to the transferred Interest.
The foregoing provisions and the other provisions of this Agreement
relating to the maintenance of Capital Accounts are intended to comply with
Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner
consistent with
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such Regulations. In the event the Partners shall determine that it is prudent
to modify the manner in which the Capital Accounts, or any debits or credits
thereto (including, without limitation, debits or credits relating to
liabilities which are secured by contributions or distributed property or which
are assumed by the Partnership), are computed in order to comply with such
Regulations, the Partners may make such modification, provided that it is not
likely to have a material effect on the amounts distributable to any Partner
upon the dissolution of the Partnership. The Partners also shall (i) make any
adjustments that are necessary or appropriate to maintain equality between the
Capital Accounts of the respective Partners and the amount of Partnership
capital reflected on the Partnership's balance sheet, as computed for book
purposes, in accordance with Regulations Section 1.704-1(b)(2)(iv)(q), and (ii)
make any appropriate modifications in the event unanticipated events might
otherwise cause this Agreement not to comply with Regulations Section
1.704-1(b), provided that, to the extent that any such adjustment is
inconsistent with other provisions of this Agreement and would have a material
adverse effect on any Partner, such adjustment shall require the consent of such
Partner.
"Code" shall mean the Internal Revenue Code of 1986, as amended, or any
corresponding provisions of succeeding law.
"Depreciation" means, for each Fiscal Year, an amount equal to the
depreciation, amortization or other cost recovery deduction allowable for
federal income tax purposes with respect to an asset for such Fiscal Year,
except that if the Gross Asset Value of an asset differs from its adjusted basis
for federal income tax purposes at the beginning of such Fiscal Year,
Depreciation will be an amount which bears the same ratio to such beginning
Gross Asset Value as the federal income tax depreciation, amortization or other
cost recovery deduction for such Fiscal Year bears to such beginning adjusted
tax basis. Notwithstanding the foregoing, if an asset has a zero basis for
federal income tax purposes at the beginning of such Fiscal Year, depreciation
shall be determined with reference to such beginning Gross Asset Value using any
reasonable method selected by the Partners.
"Fiscal Year" shall have the meaning set forth in Section 15.
"Gross Asset Value" means, with respect to any asset, the asset's adjusted
basis for federal income tax purposes, except as follows:
(i) The initial Gross Asset Value of any asset contributed by a
Partner to the Partnership will be the gross fair market value of such
asset, as set forth on Exhibit A to this Agreement;
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(ii) The Gross Asset Values of all Partnership assets shall be
adjusted to equal their respective gross fair market values, as determined
by the Partners, as of the following times:
(A) Upon the acquisition of an additional interest in
the Partnership by any new or existing Partner in exchange for more
than a de minimis capital contribution if the Partners reasonably
determine that such an adjustment is necessary or appropriate to
reflect the relative economic interests of the Partners in the
Partnership;
(B) Upon the distribution by the Partnership to a
Partner of more than a de minimis amount of any Property as
consideration for an Interest in the Partnership if the Partners
reasonably determine that such an adjustment is necessary or
appropriate to reflect the relative economic interests of the
Partners in the Partnership; and
(C) Upon the liquidation of the Partnership.
(iii) The Gross Asset Value of any Partnership asset distributed to
any Partner shall be the gross fair market value of such asset on the date
of distribution; and
(iv) The Gross Asset Values of Partnership assets shall be increased
(or decreased) to reflect any adjustments to the adjusted basis of such
assets pursuant to Code Section 734(b) or Section 743(b), but only to the
extent that such adjustments are taken into account in determining Capital
Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m) and
Subparagraph (vi) of the definition of "Profits" and "Losses" or Section
12.2(g); provided, however, that Gross Asset Values shall not be adjusted
pursuant to this Subparagraph (iv) to the extent that the Partners
determine that an adjustment pursuant to Subparagraph (ii) above is
necessary or appropriate in connection with the transaction that would
otherwise result in an adjustment pursuant to this Subparagraph (iv).
If the Gross Asset Value of an asset has been determined or adjusted
pursuant to Subparagraphs (i), (ii) or (iv) above, such Gross Asset Value shall
thereafter be adjusted by the Depreciation taken into account with respect to
such asset for purposes of computing Profits and Losses. The initial Gross Asset
Value of the contributed assets is set forth on Exhibit A.
"Interest" shall mean, when used with reference to any person, the entire
ownership interest of such person in income, gains, losses, deductions, tax
credits, distributions and assets of the Partnership, and all other rights and
obligations of
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such person in the Partnership under the terms and provisions of this Agreement
and the Act.
"Nonrecourse Deductions" has the same meaning of such term set forth in
Regulations Sections 1.704-2(b)(1) and 1.704-2(c).
"Nonrecourse Liability" has the same meaning of such term set forth in
Regulations Section 1.704-2(b)(3).
"Partner Nonrecourse Debt" has the same meaning of such term set forth in
Regulations Section 1.704-2(b)(4).
"Partner Nonrecourse Debt Minimum Gain" means an amount, with respect to
each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that would
result if such Partner Nonrecourse Debt were treated as a Nonrecourse Liability,
determined in accordance with Regulations Section 1.704-2(i)(3).
"Partnership" shall mean the general partnership created under this
Agreement and the partnership continuing the business of this Partnership in the
event of a technical dissolution.
"Partnership Minimum Gain" has the same meaning of such term set forth in
Regulations Sections 1.704-2(b)(2) and 1.704-2(d).
"Percentage Interest" has the meaning of such term set forth in Section
10.1.
"Profits" and "Losses" means, for each Fiscal Year, an amount equal to the
Partnership's taxable income or loss for such Fiscal Year, determined in
accordance with Code Section 703(a) (for this purpose, all items of income,
gain, loss, or deduction required to be stated separately pursuant to Code
Section 703(a)(1) shall be included in taxable income or loss), with the
following adjustments:
(i) Any income of the Partnership that is exempt from federal income
tax and not otherwise taken into account in computing Profits or Losses
pursuant to this definition of "Profits" and "Losses" shall be added to
such taxable income or loss;
(ii) Any expenditures of the Partnership described in Code Section
705(a)(2)(B) or treated as Code Section 705(a)(2)(B) expenditures pursuant
to Regulations Section 1.704-(1)(b)(2)(iv)(i), and not otherwise taken
into account in computing Profits or Losses pursuant to this definition of
"Profits" and "Losses" shall be subtracted from such taxable income or
loss;
(iii) In the event the Gross Asset Value of any Partnership asset is
adjusted pursuant to Subparagraphs (ii) or (iii) of the definition of
"Gross Asset Value," the amount of such adjustment shall be taken into
account as
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gain or loss from the disposition of such asset for purposes of computing
Profits and Losses;
(iv) Gain or loss resulting from any disposition of any property
with respect to which gain or loss is recognized for federal income tax
purposes shall be computed by reference to the Gross Asset Value of the
asset disposed of, as adjusted for Depreciation, notwithstanding that the
adjusted tax basis of such asset differs from its Gross Asset Value;
(v) In lieu of the depreciation, amortization, and other cost
recovery deductions taken into account in computing such taxable income or
loss, there shall be taken into account Depreciation for such Fiscal Year,
computed in accordance with the definition of "Depreciation" hereof;
(vi) To the extent an adjustment to the adjusted tax basis of any
Partnership asset pursuant to Code Section 734(b) or 743(b) is required to
be taken into account in determining Capital Accounts as a result of a
distribution other than in complete liquidation of a Partner's Interest in
accordance with Regulations Section 1.704-1(b)(2)(iv)(m)(4), the amount of
such adjustment to the Capital Accounts shall be treated as an item of
gain (if the adjustment increases the basis of the asset) or loss (if the
adjustment decreases such basis) from the disposition of the asset and
shall be taken into account for purposes of computing Profits and Losses;
(vii) Any items that are specially allocated pursuant to Section
12.2 and Section 12.3 hereof shall not be taken into account in computing
Profits or Losses.
"Property" shall mean, as the case may be, any or all real and personal
property, whether tangible or intangible, owned by the Partnership and all
improvements thereto.
"Regulations" shall mean the Treasury Regulations promulgated under the
Code, as such Treasury Regulations may be amended or modified from time to time
(including corresponding provisions of succeeding regulations).
2. Formation of General Partnership. The parties to this Agreement hereby
form a general partnership pursuant to the provisions of the Act and upon the
terms, covenants and conditions hereinafter set forth.
3. Name of the Partnership. The name of the Partnership is "Bloomington
Xxxxxxx, General Partnership." The Partnership may employ or use a trade name
other than the name of the Partnership for itself, any facilities owned,
operated or managed by the Partnership or any services or lines of business of
the Partnership. Any such trade name shall be selected by the Partners.
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4. Names and Addresses of the Partners. The names and addresses of the
Partners are listed on Exhibit B, attached hereto and herein incorporated by
this reference, as the same may be amended from time to time, or at any time.
5. Purpose of Partnership. The purpose of the Partnership shall be to
acquire, finance, construct, own, manage, lease and/or operate healthcare
facilities; to acquire (by purchase, lease, donation or otherwise) real and
personal property in respect of such facilities; and to obtain licenses and
permits and all other things necessary, appropriate or desirable in order to
achieve the foregoing purposes. The Partnership may engage in any and all other
activities as may be necessary, incidental or convenient to carrying out the
business of the Partnership as contemplated by this Agreement.
6. Policies. All matters of policy and scope of operation which are set
forth in this Agreement shall be incorporated in agreements between the Partners
and affiliates of those Partners and any other parties participating in owning
or operating Xxxxxxx Hospital (the "Hospital").
7. Place of Business. The principal office of the Partnership shall be
located at 000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxxxx 00000, or at
such other place as shall be agreed upon by a majority of the Partners from time
to time.
8. Term. The Partnership commenced on June 30, 1998, and shall continue
until June 30, 2028, or such other date as the Partners mutually agree.
9. Management. (a) The general management and determination of all
questions relating to the affairs and policies of the Partnership, except for
questions relating to the medical standards and medical policies of the
Hospital, shall be decided by a majority vote of the Partners.
10. Percentage Interest and Capital Account Provisions.
10.1 Percentage Interest. The Partners have agreed to allocate
Profits and Losses of the Partnership and distributions of Cash Flow of the
Partnership (other than liquidating distributions) between the Partners
according to the percentages (the "Percentage Interest") set forth on Exhibit C
attached to this Agreement. The Percentage Interests will be maintained as set
forth on Exhibit C unless modified in writing and signed by each of the
Partners. The Partners all share in the capital of the Partnership based upon
their respective Capital Account balances.
10.2 Additional Obligations. Any Partner may make further
contributions to the Partnership. No Partner shall be obligated to make
additional
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capital contributions to the Partnership or guarantee any indebtedness of the
Partnership under this Agreement.
10.3 No Negative Capital Account Make Up. Notwithstanding any other
provision in this Agreement to the contrary or inference from any other
provision in this Agreement, no Partner shall have an obligation to the
Partnership, another Partner, or to a third party to restore a negative Capital
Account balance during the existence of the Partnership or upon the dissolution
or termination of the Partnership.
10.4 Loans. Any Partner may, subject to the provisions of this
Section 10.4, make loans or advance money to the Partnership if requested to do
so by the Partners. These loans or advances shall not constitute an increase in
the Capital Account or Percentage Interest of the lending Partner. The amount of
any loan or advance shall be a liability of the Partnership to the lending
Partner and shall be repayable upon such terms and conditions as may be agreed
to by the lending Partner and the Partners; provided that such terms shall be as
if they were negotiated at arm's length and shall otherwise be commercially
reasonable.
11. Capital Account. As further provided for in Section 1 of this
Agreement, the Partnership shall maintain a Capital Account for each Partner in
accordance with the capital accounting rules of Regulations Section
1.704-1(b)(2)(iv) for the entire term of the Partnership.
12. Allocations.
12.1 Profits and Losses. After giving effect to the special allocations
set forth in Sections 12.2 and 12.3 and subject to Section 12.4 for any Fiscal
Year, Profits and Losses for any Fiscal Year will be allocated in accordance
with the Partners' Percentage Interests.
12.2 Special Allocations. The following special allocations will be made
in the order prescribed by the applicable Regulations under Code Section 704.
(a) Minimum Gain Chargeback. Except as otherwise provided in
Regulations Section 1.704-2(f), notwithstanding any other provision of
this Section 12, if there is a net decrease in Partnership Minimum Gain
during any Fiscal Year, each Partner shall be specifically allocated items
of Partnership income and gain for such Fiscal Year (and, if necessary,
subsequent Fiscal Years) in an amount equal to the Partner's share of the
net decrease in Partnership Minimum Gain as determined in accordance with
Regulations Section 1.704-2(g). Allocations made in accordance with the
previous sentence shall be made in proportion to the respective amounts
required to be allocated to each Partner pursuant thereto. The items
allocated under this Section 12.2(a) shall be determined in accordance
with
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Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 12.2(a)
is intended to comply with the minimum gain chargeback requirement in
Regulations 1.704-2(f) and shall be interpreted consistently therewith.
(b) Partner Minimum Gain Chargeback. Except as otherwise provided in
Regulations Section 1.704-2(i)(4), notwithstanding any other provision of
this Section 12, if there is a net decrease in Partner Nonrecourse Debt
Minimum Gain attributable to a Partner Nonrecourse Debt during any Fiscal
Year, each Partner, who has a share of the Partner Nonrecourse Debt
Minimum Gain attributable to such Partner Nonrecourse Deduction as
determined in accordance with Regulations Section 1.704-2(i)(5), shall be
specifically allocated items of Partnership income and gain for such
Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount
equal to the Partner's share of the net decrease in Partner Nonrecourse
Debt Minimum Gain attributable to such Partner Nonrecourse Debt, as
determined in accordance with Regulations Section 1.704-2(i)(4).
Allocations made in accordance with the previous sentence shall be made in
proportion to the respective amounts required to be allocated to each
Partner pursuant thereto. The items allocated under this Section 12.2(b)
shall be determined in accordance with Regulations Sections 1.704-2(i)(4)
and 1.704-2(j)(2). This Section 12.2(b) is intended to comply with the
minimum gain chargeback requirement in Regulations Section 1.704-2(i)(4)
and shall be interpreted consistently therewith.
(c) Qualified Income Offset. If any Partner unexpectedly receives a
distribution, allocation, or adjustment described in Regulations Sections
1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), or
1.704-1(b)(2)(ii)(d)(6), items of Partnership income and gain shall be
made specifically to each such Partner in an amount and manner sufficient
to eliminate, to the extent required by the Regulations, the Adjusted
Capital Account Deficit of each such Partner as quickly as possible. An
allocation made pursuant to this Section 12.2(c) shall be made only if,
and to the extent that, each such Partner would have an Adjusted Capital
Account Deficit after all other allocations provided for in Section 12
have been tentatively made as if this Section 12.2(c) were not in the
Agreement.
(d) Gross Income Allocation. In the event a Partner has a deficit
Capital Account at the end of any Fiscal Year which is in excess of the
sum of (i) the amount such Partner is treated as being obligated to
restore to the capital of the Partnership as determined in accordance with
Regulations Section 1.704-1(b)(2)(ii)(c), and (ii) the amount such Partner
is deemed to be obligated to restore in accordance with the penultimate
sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), each
such Partner shall be specifically allocated items of Partnership income
and gain in the amount
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of such excess as quickly as possible. An allocation made in accordance
with this Section 12.2(d) shall be made only if and to the extent that
such Partner would have a deficit Capital Account in excess of such sum
after all other allocations provided for in this Section 12 have been made
as if Sections 12.2(c) and 12.2(d) were not in this Agreement.
(e) Partner Nonrecourse Deductions. In accordance with Regulations
Section 1.704-2(i)(1), any Partner Nonrecourse Deductions for any Fiscal
Year shall be specifically allocated to the Partner who bears the economic
risk of loss with respect to the Partner Nonrecourse Debt to which such
Partner Nonrecourse Deductions are attributable.
(f) Nonrecourse Deductions. Nonrecourse Deductions for any Fiscal
Year shall be specifically allocated among the Partners in proportion to
the Partners' Percentage Interests. Solely for purposes of determining a
Partner's proportionate share of the "excess nonrecourse liabilities" of
the Partnership within the meaning of Regulations Section 1.752-3(a)(3),
the Partners' interests in Partnership profits are in proportion to their
Percentage Interests.
(g) Code Section 754 Adjustments. To the extent an adjustment to the
adjusted tax basis of any Partnership asset pursuant to Code Section
734(b) or 743(b) is required to be taken into account in determining
Capital Accounts as a result of a distribution to a Partner in complete
liquidation of its Interest in accordance with Regulations Sections
1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), the amount of such
adjustment to the Capital Accounts shall be treated as an item of gain (if
the adjustment increases the basis of the asset) or loss (if the
adjustment decreases such basis) and such gain or loss shall be
specifically allocated to the Partners in accordance with their interests
in the Partnership in the event Regulations Section
1.704-1(b)(2)(iv)(m)(2) applies, or to the Partner to whom such
distribution was made in the event Regulations Section
1.704-1(b)(2)(iv)(m)(4) applies.
(h) Allocations Upon Liquidation. After giving effect to the
allocations in Sections 12.2(a)-(g), upon the liquidation of the
Partnership, including the sale of all or substantially all of the
Partnership's assets, all remaining items of income, gain, loss and
deduction shall be allocated among the Partners to cause the ending
Capital Account balance of each Partner to be, as near as reasonably
practicable, in proportion to the respective Percentage Interest of each
Partner.
12.3. Curative Allocations. The allocations set forth in Sections
12.2(a)-(g) and 12.4 (the "Regulatory Allocations") are intended to comply with
certain requirements of the Regulations. It is the intent of the Partners that,
to the extent possible, all Regulatory Allocations shall be offset either with
other Regulatory
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Allocations or with special allocations of other Partnership income, gain, loss,
or deduction pursuant to this Section 12.3 to the extent permitted under the
Regulations.
12.4. Loss Limitation. The Losses allocated pursuant to Section 12.1 shall
not exceed the maximum amount of Losses that can be so allocated without causing
any Partner to have an Adjusted Capital Account Deficit at the end of any Fiscal
Year. All Losses in excess of the limitation shall be allocated to the other
Partner.
12.5. Tax Allocations: Code Section 704(c)
(a) In accordance with Code Section 704(c) and the Regulations
thereunder, income, gain, loss and deduction with respect to contributed
assets shall be, solely for tax purposes, allocated among the Partners so
as to take account of any variation between the adjusted basis of such
asset to the Partnership for federal income tax purposes and its initial
Gross Asset Value as set forth on Exhibit A.
(b) In the event that the Gross Asset Value of any Partnership asset
is adjusted pursuant to Subparagraph (ii) of the definition of "Gross
Asset Value" set forth in Section 1, subsequent allocations of income,
gain, loss, and deduction with respect to such asset shall be made among
the Partners so as to take into account any variation between the adjusted
tax basis of such asset and its Gross Asset Value in the same manner as
under Code Section 704(c) and the Regulations thereunder.
(c) In making the allocations pursuant to this Section 12.5, the
General Partners shall apply any reasonable method permitted by the
Regulations under Code Section 704(c). Allocations pursuant to this
Section 12.5 are solely for purposes of federal, state and local taxes and
shall not affect, or in any way be taken into account in computing, any
person's Capital Account or share of Profits and Losses, other items, or
distributions pursuant to any provision of this Agreement.
12.6. Change in Percentage Interests. Notwithstanding the foregoing, in
the event any Partner's Percentage Interest changes during a Fiscal Year for any
reason, such allocations of Profit, Loss, and items of income, gain, loss, and
deduction shall be adjusted as necessary to reflect the varying interests of the
parties during such year. Such adjustment shall be based on the proportion of
the year such Partner held such Percentage Interest; provided, however, that in
the event of any significant transactions or uneven income or loss, the General
Partners may direct that a closing of the books method be used.
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13. DISTRIBUTIONS
13.1. Cash Flow. The Cash Flow of the Partnership shall be distributed in
proportion to the Partners' Percentage Interests. "Cash Flow of the Partnership"
means all cash funds of the Partnership on hand at the end of each calendar
quarter less (i) provision for payment of all outstanding and unpaid current
cash obligations of the Partnership at the end of such quarter (including those
which are in dispute), (ii) provision for payment of any indebtedness of the
Partnership when and as the payments are required (including both interest and
principal), and (iii) provisions for adequate reserves as determined by the
Partners for reasonably anticipated cash expenses and contingencies (which may
include debt service on Partnership indebtedness), but without deduction for
depreciation and other noncash expenses.
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14. Additional Funds and Adjustments.
(a) Call for Funds. The Partners recognize that additional funds may
be required for the operations of the Hospital. The funds may be obtained
by cash contributions of the Partners or by loans obtained by the
Partnership or by any other means. When additional funds by way of cash
contributions to capital are required to meet current Partnership
obligations or to pay operating costs, the additional funds shall be
called for and shall be contributed by the Partners in proportion to their
Percentage Interest in the Partnership. Such contribution shall be in
cash.
(b) Contributions for Defaulting Partner. If any Partner is unable
or unwilling to make any or all of its proportionate contribution, then
the non-defaulting Partners may, in addition to pursuing any other
remedies which may be available, make contributions in excess of their
proportionate shares (the "Excess Contribution"). If the non-defaulting
Partners make Excess Contributions, then an adjustment shall be made to
the Partners' Capital Accounts, and each Partner's share in the profits,
losses and Cash Flow of the Partnership shall be adjusted accordingly. If,
within 90 days from the date the non-defaulting Partners make an Excess
Contribution, the defaulting Partner pays to the non-defaulting Partners
an amount equal to the Excess Contribution, plus interest at 2% per annum
more than the prime rate of interest as reported by The Wall Street
Journal, but not more than the maximum rate allowed by law, then the
Partners' Capital Accounts shall be adjusted for the reimbursement of the
Excess Contribution (excluding interest), and each Partner's share in the
profits, losses and Cash Flow of the Partnership shall be adjusted
accordingly.
15. Books of Account. The Partnership books and records shall be
maintained at the principal office of the Partnership, and each Partner shall
have access thereto at all reasonable times. The books and records shall be kept
by the Partners in accordance with generally accepted accounting principles
consistently applied for financial reporting purposes and shall reflect all
Partnership transactions and be appropriate and adequate for the Partnership's
business. The Partners shall also keep adequate federal income tax records. The
fiscal year of the Partnership shall be the fiscal year beginning July 1 and
ending June 30 for both financial and tax reporting purposes. The books shall be
closed and balanced at the end of each fiscal year.
16. Banking. The Partners shall cause the funds of the Partnership to be
deposited in such bank account as they shall designate, and withdrawals shall be
made upon such signatures as the Partners shall authorize.
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17. Termination of the Partnership. Upon termination of the Partnership as
determined by the Partners, a full and general accounting shall be taken of the
Partnership business and the affairs of the Partnership shall be completed. The
Partners shall wind up and liquidate the Partnership by selling the Partnership
assets and, after the payment of the Partnership liabilities, expenses and fees
incurred in connection with such liquidation and providing for adequate
reserves, distributing the remaining assets to the Partners in accordance with
their ending Capital Account balances in the Partnership after all allocations
and other adjustment to the Capital Account have been made for the Fiscal Year
in which the liquidation occurs.
18. Dissolution. Except as otherwise expressly provided in this
Partnership Agreement, dissolution of the Partnership shall be subject to the
provisions of the Act, as now or hereafter constituted or substituted. Unless
otherwise required by law or by court order and subject to the provisions of
this Section 18, the Partnership's business shall not terminate upon the
occurrence of any event causing any dissolution of the Partnership. Any
successor by the operation of law to a Partner's interest shall be deemed as an
assignee having the rights which an assignee of such Partner's interest would
have under the provisions of the Act.
19. Notices. All notices, consents and other instruments hereunder shall
be in writing and mailed by certified mail, return receipt requested, postage
prepaid, and shall be directed to the parties hereto at the following addresses
or at the last addresses of the parties furnished by them in writing to the
Partners.
If to Xxxxxxx: BHC Xxxxxxx Partner, Inc.
000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000
If to IPII: Indiana Psychiatric Institutes, Inc.
000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000
20. Binding Effect. This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective successors, permitted
assigns and controlled or controlling affiliates.
21. Governing Law. This Agreement shall be governed by the laws of the
State of Tennessee.
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IN WITNESS WHEREOF, the Parties have executed this Agreement of General
Partnership as of the date first above written.
PARTNERS:
BHC XXXXXXX PARTNER, INC.
By: Xxxxxxx X. Xxxxxx
Title: SVP
INDIANA PSYCHIATRIC INSTITUTES, INC.
By: Xxxxxxx X. Xxxxxx
Title: SVP
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EXHIBIT A
GROSS ASSET VALUE OF INITIAL ASSETS CONTRIBUTED TO
BLOOMINGTON XXXXXXX, GENERAL PARTNERSHIP
Partner Gross Asset Value
------- -----------------
1. BHC Xxxxxxx Partner, Inc. $6,318,744
2. Indiana Psychiatric Institutes, Inc. $ 63,826
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EXHIBIT B
The names and addresses of the Partners of Bloomington Xxxxxxx, General
Partnership are as follows:
1. BHC Xxxxxxx Partner, Inc.
000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000
2. Indiana Psychiatric Institutes, Inc.
000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000
Xxxxxxxxx, Xxxxxxxxx 00000
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EXHIBIT C
The Percentage Interest of each of the Partners is as follows:
Partner Percentage Interest
------- -------------------
1. BHC Xxxxxxx Partner, Inc. 99%
2. Indiana Psychiatric Institutes, Inc. 1%
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