AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AMG — LIVINGSTON, LLC
Exhibit 3.12
This Amended and Restated Limited Liability Company Agreement of AMG — Xxxxxxxxxx, LLC, is
entered into by Healthtrust, Inc. — The Hospital Company, as the sole member (the “Member”).
WHEREAS, the Member desires to amend and restate the Limited Liability Company Agreement of
AMG — Xxxxxxxxxx, LLC, effective as of December 15, 1998.
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 AMG — Xxxxxxxxxx, 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.
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
2
counterpart of this Agreement and thereupon shall become the “Member” for purposes of this
Agreement.
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.
* * * * * *
3
IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Limited Liability
Company Agreement on the 24th day of April, 1999.
| HEALTHTRUST, INC. — THE HOSPITAL COMPANY |
||||
| By: | /s/ Xxxx X. Xxxxxx XX | |||
| Xxxx X. Xxxxxx XX | ||||
| Vice President | ||||
4
ADDENDUM
Effective as of May 11, 1999 (the “Effective Date”), Healthtrust, Inc. — The Hospital Company
(“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in
AMG-Xxxxxxxxxx, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals, Inc.
(“LifePoint Inc.”), whereupon LifePoint Inc. became the sole member of LLC. Attached hereto is a
copy of the Limited Liability Company Agreement of LLC (the “Agreement”).
The undersigned hereby agrees to be bound by all of the terms and provisions of the
Agreement, and further agrees that, from and after the Effective Date, all references in the
Agreement to Healthtrust as the sole member (the “Member”) shall be deemed to be references to
LifePoint Inc. as the Member.
IN WITNESS WHEREOF, LifePoint Inc. has executed this Addendum on the 11th day of
May, 1999.
| LIFEPOINT HOSPITALS, INC. |
||||
| By | /s/ R. Xxxxxx Xxxxxxx | |||
| R. Xxxxxx Xxxxxxx | ||||
| Vice President | ||||
ADDENDUM
Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals, Inc. (“LifePoint
Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in
AMG-Xxxxxxxxxx, LLC, a Delaware limited liability company (“LLC”), to LifePoint Hospitals Holdings,
Inc. (“Holdings Inc.”), whereupon Holdings Inc. became the sole member of LLC. Attached hereto is a
copy of the Limited Liability Company Agreement of LLC (the “Agreement”).
The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement,
and further agrees that, from and after the Effective Date, all references in the Agreement to
LifePoint Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc.
as the Member.
IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11th day of
May, 1999.
| LIFEPOINT HOSPITALS HOLDINGS,
INC. |
||||
| By | /s/ R. Xxxxxx Xxxxxxx | |||
| R. Xxxxxx Xxxxxxx | ||||
| Vice President | ||||
ADDENDUM
Effective as of May 11, 1999 (the “Effective Date”), LifePoint Hospitals Holdings, Inc.
(“Holdings Inc.”) assigned, transferred and conveyed its 100% limited liability company interest in
AMG-Xxxxxxxxxx, LLC, a Delaware limited liability company (“LLC”), to LifePoint Holdings 2, LLC
(“Holdings 2”), whereupon Holdings 2 became the sole member of LLC. Attached hereto is a copy of
the Limited Liability Company Agreement of LLC (the “Agreement”).
The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement,
and further agrees that, from and after the Effective Date, all references in the Agreement to
Holdings Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings 2 as
the Member.
IN WITNESS WHEREOF, Holdings 2 has executed this Addendum on the 11th day of May, 1999.
| LIFEPOINT HOLDINGS 2, LLC |
||||
| By | /s/ R. Xxxxxx Xxxxxxx | |||
| R. Xxxxxx Xxxxxxx | ||||
| Vice President | ||||
1
ADDENDUM
Effective as of April 22, 1999 (the “Merger Date”), Columbia Medical Group — Xxxxxxxxxx, Inc.
(“Columbia”) merged with and into AMG — Xxxxxxxxxx, LLC, a
Delaware limited liability company (“AMG”), whereupon HealthTrust, Inc. — The
Hospital Company (“HealthTrust”) became the sole member of AMG. Attached hereto is a copy of the
Limited Liability Company Agreement of AMG (the “Agreement”)
The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement,
and further agrees that, from and after the Merger Date, all references in the Agreement to
Columbia as the sole member (the “Member”) shall be deemed to be references to HealthTrust as the
Member.
IN WITNESS WHEREOF, HealthTrust has executed this Addendum effective as of the date first
written above.
| HEALTHTRUST, INC. — THE HOSPITAL COMPANY |
||||
| By | /s/ Xxxxxx Xxx Xxxxxx, Xx. | |||
| Xxxxxx Xxx Xxxxxx, Xx. | ||||
| Vice President | ||||
