AMENDMENT NO. 1 TO LIMITED PARTNERSHIP AGREEMENT OF PRHC-ENNIS, L.P.
Exhibit 3.304
Amendment No. 1 to Limited Partnership Agreement of PRHC-Xxxxx, X.X., effective as of
April 15, 2005 (this “Amendment”).
WHEREAS,
PRHC-Xxxxx X.X., 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 Limited Partnership Agreement, dated as of
August 5, 1999 (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 Texas Uniform
Commercial Code and shall be governed by Article 8 of the Texas Uniform Commercial
Code.”
2. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of Texas.
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.
| PRHC-XXXXX X.X., INC., as General Partner |
||||||
| By: Name: |
/s/ 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 PRHC-Xxxxx, X.X.
of PRHC-Xxxxx, X.X.
AMENDMENT TO THE AGREEMENT OF LIMITED PARTNERSHIP
OF
PHC-PALESTINE (TRINITY), L.P.
OF
PHC-PALESTINE (TRINITY), L.P.
This Amendment to the Agreement of Limited Partnership of PHC-Palestine (Trinity), L.P.
(the “Agreement”), shall be effective this 14th day of February, 2000.
W I T N E S S E T H:
WHEREAS, PHC-Palestine (Trinity), L.P. changed its name to PRHC-Xxxxx, X.X. on February 1,
2000, and filed a Certificate of Amendment to the Certificate of Limited Partnership with the Texas
Secretary of State pursuant to Section 2.02 of the Texas Revised Limited Partnership Act;
WHEREAS, PHC Trinity Valley, Inc., the general partner of PRHC-Xxxxx, X.X., changed its name
to PRHC-Xxxxx X.X., Inc. on February 9, 2000;
WHEREAS, PHC-Nevada, Inc., the former limited partner of PRHC-Xxxxx, X.X., transferred all
right, title and interest in PRHC-Xxxxx, X.X. to Principal Hospital Company of Nevada, Inc. on
February 14, 2000; and
WHEREAS, the general partner and limited partner of PRHC-Xxxxx, X.X. desire to amend certain
provisions of the Agreement provided herein.
| NOW, THEREFORE, the Agreement shall be amended as follows: |
1. The name of the Limited Partnership shall be changed from PHC-Palestine (Trinity), L.P. to PRHC-Xxxxx, X.X.
2. The name of the General Partner shall be changed from PHC-Trinity Valley, Inc. to PRHC-Xxxxx X.X., Inc.
3. The name of the Limited Partner shall be changed from PHC-Nevada, Inc. to Principal Hospital Company of Nevada, Inc.
IN WITNESS WHEREOF, the undersigned have agreed to and executed this Amended and Restated Agreement effective as of the date first written
above.
| PRHC-XXXXX X.X., INC. General Partner |
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| By: | /s/ Xxxxxx X. Xxxx | |||
| Xxxxxx X. Xxxx | ||||
| Vice President and Secretary | ||||
| PRINCIPAL HOSPITAL COMPANY OF NEVADA, INC. Limited Partner |
||||
| By: | /s/ Xxxxxx X. Xxxx | |||
| Xxxxxx X. Xxxx | ||||
| Vice President and Secretary | ||||
AGREEMENT OF LIMITED PARTNERSHIP
OF
PHC-PALESTINE (TRINITY), L.P.
Pursuant to Article 6132a-l of the Texas Revised Civil Statutes Annotated, the
undersigned parties being all of the partners (the “Partners”) of PHC-Palestine (Trinity), L.P.
(the “Limited Partnership”), a Texas limited partnership formed pursuant to the provisions of the
Revised Limited Partnership Act (the “Act”), hereby agree as follows:
| Percent | Capital | |||||||||
| Name and Address | Ownership | Contribution | ||||||||
General Partner:
|
PHC-Trinity Valley, Inc. a Texas corporation 000 Xxxxxxxx Xxxxx, Xxxxx 000 Xxxxxxxxx, Xxxxxxxxx 00000 |
1 | % | $ | 1.00 | |||||
Limited Partner:
|
PHC-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
Articles of Limited Partnership, dated August 2, 1999. 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 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 Louisiana is National Registered Agents, Inc., 1212
Xxxxxxxxx, Xxxxxx, Xxxxx 00000.
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-l(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.
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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).
All distributions and, after giving effect to the special allocations in the following
paragraph, all allocations of income, gins, losses 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).
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.
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 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.
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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 August 5, 1999.
| WITNESSES: | GENERAL PARTNER: | |||||
| PHC-Trinity Valley, Inc., a Texas corporation |
||||||
/s/ Xxxxx Xxxxx Xxxxxx
|
By: | /s/ Xxxxxx X. Xxxx | ||||
/s/ Xxxxx X. Xxxxxxxx
|
Title | |||||
STATE OF TENNESSEE
|
) | |||
| ) | SS.: | |||
COUNTY
OF XXXXXXXXXX
|
) |
| On this 5th day of August, 1999, 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.
[ILLEGIBLE] Notary Public
(SEAL) My Commission expires January 29, 2000
(SEAL) My Commission expires January 29, 2000
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| WITNESSES: | LIMITED PARTNER: | |||||
| PHC-Nevada, Inc. a Nevada corporation |
||||||
/s/ Xxxxx Xxxxx Xxxxxx
|
By: | /s/ Xxxxxx X. Xxxx | ||||
/s/ Xxxxx X. Xxxxxxxx
|
Title: | |||||
STATE OF TENNESSEE
|
) | |||
| ) | SS.: | |||
COUNTY OF XXXXXXXXXX
|
) |
On this 5th day of August, 1999, 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.
[ILLEGIBLE]
Notary Public
(SEAL) My Commission expires January 29, 2000
(SEAL) My Commission expires January 29, 2000
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