SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF INTEGRATED PHYSICIAN SERVICES, LLC
Exhibit 3.120
SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
INTEGRATED PHYSICIAN SERVICES, LLC
LIMITED LIABILITY COMPANY AGREEMENT
OF
INTEGRATED PHYSICIAN SERVICES, LLC
This Second Amended and Restated Limited Liability Company Agreement of Integrated Physician
Services, LLC, is entered into by LifePoint Hospitals Holdings, Inc., as the sole member (the
“Member”).
WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of
Integrated Physician Services, LLC, dated April , 1999.
NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for
other good and valuable consideration, the Member hereby agrees as follows:
1. Name. The name of the limited liability company shall be Integrated Physician
Services, LLC (the “Company”).
2. Purpose. The object and purpose of, and the nature of the business to be conducted
and promoted by the Company is carrying on any lawful business, purpose or activity for which
limited liability companies may be formed under the Delaware Limited Liability Company Act (6 Del.
C. § 18-101, et seq.), as amended from time to time (the “Act”) and engaging in any and all activities
necessary or incidental to the foregoing.
3. Registered Office. The address of the registered office of the Company in the State
of Delaware is 0000 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
4. Registered Agent. The name and address of the registered agent of the Company for
service of process on the Company in the State of Delaware is Corporation Service Company, 0000
Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
5. Member and Capital Contribution. The name and the business address of the Member
and the amount of cash or other property contributed or to be contributed by the Member to the
capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books
and records of the Company. The managers of the Company shall be required to update the books and
records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the
information therein.
The Member shall not be required to make any additional contributions of capital to the
Company, although the Member may from time to time agree to make additional capital contributions
to the Company.
6. Powers. The business and affairs of the Company shall be managed by the Member. The
Member shall have the power to do any and all acts necessary or convenient to or for the
furtherance of the purposes described herein, including all powers, statutory or otherwise,
possessed by members of a limited liability company under the laws of the State of Delaware. The
Member hereby designates the following persons to serve as managers in the capacity set
forth after their names, each until such person’s successor shall have been duly appointed or until
such person’s earlier resignation or removal:
Xxxxx X. Xxxxxxxxx, Xx.
|
President and Secretary | |
Xxxxx X. Mercy
|
Chief Executive Officer | |
Xxxx X. Xxxxxx XX
|
Vice President | |
Xxxxxx Xxx Xxxxxx, Xx.
|
Vice President | |
R. Xxxxxx Xxxxxxx
|
Vice President |
The managers of the Company shall have such authority and perform such duties in the
management of the Company as may be determined by the Member or as provided herein or under the Act
to one or more managers.
7. Dissolution. The Company shall dissolve, and its affairs shall be wound up, upon
the first to occur of the following: (a) the written consent of the Member or (b) the entry of a
decree of judicial dissolution under Section 18-802 of the Act.
8. Allocation of Profits and Losses. The Company’s profits and losses shall be
allocated to the Member.
9. Distributions. Distributions shall be made to the Member at the times and in the
aggregate amounts determined by the Member.
10. Resignation. The Member shall not resign from the Company (other than pursuant to
a transfer of the Member’s entire limited liability company interest in the Company to a single
substitute member, including pursuant to a merger agreement that provides for a substitute member
pursuant to the terms of this Agreement) prior to the dissolution and winding up of the Company.
11. Assignment and Transfer. The Member may assign or transfer in whole but not in
part its limited liability company interest to a single acquiror, provided, however, that the
Member may transfer its limited liability company interest in part to LifePoint of GAGP, LLC
(“GAGP”), whereupon (i) GAGP shall be admitted as a member upon execution of this Agreement in
accordance with the provisions of Section 12 below, (ii) GAGP shall have rights and obligations
under this Agreement proportionate to its limited liability company interest and (iii) each
reference to a “Member” in this Agreement shall, as the context requires, be deemed to be
references to “Members”. Upon GAGP’s admission as a member, GAGP and any other member at such time
may transfer its limited liability company interest in whole but not in part to LifePoint of
Georgia, Limited Partnership (the “Partnership”), whereupon the Partnership (i) shall become the
sole “Member” for purposes of this Agreement upon execution of this Agreement in accordance with
the terms of Section 12 and (ii) may only assign or transfer in whole but not in part its limited
liability company interest to a single acquiror.
12. Admission of Substitute Member. A person who acquires the Member’s entire limited
liability company interest by transfer or assignment shall be admitted to the Company as a member
upon the execution of this Agreement or a counterpart of this Agreement and thereupon shall become
the “Member” for purposes of this Agreement.
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13. Liability of Member and Managers. Neither the Member nor any manager shall have
any liability for the obligations or liabilities of the Company except to the extent provided
herein or in the Act.
14. Indemnification. The Company shall indemnify and hold harmless each manager and
the Member and its partners, shareholders, officers, directors, managers, employees, agents and
representatives and the partners, shareholders, officers, directors, managers, employees, agents
and representatives of such persons to the fullest extent permitted by the Act.
15. Certificate(s) of Interest. Interest in the Company shall be represented by
certificate(s) issued by the Company, shall be deemed “securities” within the meaning of Section
8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of
the Uniform Commercial Code.
16. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware.
******
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IN WITNESS WHEREOF, the undersigned has executed this Second Amended and Restated Limited
Liability Company Agreement on the ____ day of May, 1999.
| LIFEPOINT HOSPITALS HOLDINGS, INC. |
||||
| By: | /s/ R. Xxxxxx Xxxxxxx | |||
| R. Xxxxxx Xxxxxxx | ||||
| Vice President | ||||
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ADDENDUM
Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc.
(“LifePoint”) assigned, transferred and conveyed one percent (1%) of its limited liability company
interest in Integrated Physician Services, LLC, a Delaware limited liability company (“the LLC”),
to LifePoint of GAGP, LLC (“GAGP”), whereupon LifePoint and GAGP respectively became the managing
members of the LLC (the “Members”). Attached hereto is a copy of the Limited Liability Company
Agreement of the LLC (the “Agreement”).
The undersigned hereby agrees to be bound by all terms and provisions of the Agreement, and
further agrees that, from and after the Effective Date, all references in the Agreement to
LifePoint as the sole member shall be deemed to references to LifePoint and GAGP as the Members.
IN WITNESS WHEREOF, LifePoint and GAGP have executed this Addendum on this 13th day of
September, 2001.
| LIFEPOINT HOSPITALS HOLDINGS, INC. |
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| By: | /s/ Xxxxxxx . Xxxxxxxxx III | |||
| Xxxxxxx . Xxxxxxxxx III | ||||
| Senior Vice President, General Counsel and Secretary |
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| LIFEPOINT OF GAGP, LLC |
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| By: | /s/ Xxxxxxx X. Xxxxxxxxx III | |||
| Xxxxxxx X. Xxxxxxxxx III Senior Vice President, |
||||
| General Counsel and Secretary | ||||
ADDENDUM
Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc.
(“LifePoint”) assigned, transferred and conveyed its ninety-nine percent (99%) limited liability
company interest in Integrated Physician Services, LLC, a Delaware limited liability company (“the
LLC”), and LifePoint of GAGP, LLC (“GAGP”) assigned, transferred and conveyed its one percent (1%)
limited liability company interest in the LLC to LifePoint of Georgia, Limited Partnership (the
“Partnership”), whereupon the Partnership became the sole member of the LLC (the “Member”).
Attached hereto is a copy of the Limited Liability Company Agreement of the LLC (the “Agreement”).
The undersigned hereby agrees to be bound by all terms and provisions of the Agreement, and
further agrees that, from and after the Effective Date, all references in the Agreement to
LifePoint and GAGP as managing members shall be deemed to references to the Partnership as the
Member.
IN WITNESS WHEREOF, the general partner of the Partnership has executed this Addendum as of
May 11, 1999.
| SOLE GENERAL PARTNER
LIFE POINT OF GAGP, LLC |
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| By: | /s/ Xxxxxxx X. Xxxxxxxxx III | |||
| Xxxxxxx X. Xxxxxxxxx III | ||||
| Senior Vice President, General Counsel and Secretary |
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