AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MPT OF BUCKS COUNTY, LLC
Exhibit 3.90
AMENDED AND RESTATED
OF
MPT OF BUCKS COUNTY, LLC
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), is made
and entered into as of March 3, 2005, by and between MPT OPERATING PARTNERSHIP, L.P., a
Delaware limited partnership (hereinafter referred to as the “Sole Member”), and MPT OF
BUCKS COUNTY, 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 March 3, 2005;
WHEREAS, the Company and the Sole Member entered into that certain Limited Liability
Company Agreement, dated March 3, 2005 (the “Initial Agreement”); and
WHEREAS, the parties desire to enter into this Amended and Restated 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 Amended and Restated Limited Liability Company
Agreement constitutes the entire agreement of the parties and supersedes all prior
agreements, whether written or oral, including the Initial Agreement.
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 Bucks County, 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, 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 Amended and Restated
Limited Liability Company Agreement on the date first set forth above.
| MPT OPERATING PARTNERSHIP, L.P. |
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| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Xxxxxxx X. Xxxxxxx | ||||
| Executive Vice President, General Counsel and Secretary |
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| MPT OF BUCKS COUNTY, LLC BY: MPT OPERATING PARTNERSHIP, L.P. ITS: SOLE MEMBER |
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| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Xxxxxxx X. Xxxxxxx | ||||
| Executive Vice President, General Counsel and Secretary |
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2
FIRST AMENDMENT
TO THE AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
MPT OF BUCKS COUNTY, LLC
TO THE AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
MPT OF BUCKS COUNTY, LLC
THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
of MPT OF BUCKS COUNTY, 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 an Amended and Restated Limited
Liability Company Agreement effective on March 3, 2005 (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 Bucks County,
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 BUCKS COUNTY, 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 | |||||||||||||
