FIRST AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF NEEDLES ACQUISITION LLC June 28, 2011
Exhibit 3.3
FIRST AMENDMENT TO THE
OF
NEEDLES ACQUISITION LLC
June 28, 2011
This First Amendment to that certain Limited Liability Company Agreement effective as of February
24, 2011 (the “Agreement”) of Needles Acquisition LLC, a limited liability company
organized under the laws of the State of Delaware (the “Company”), is adopted, executed and
agreed to, for good and valuable consideration, by its sole member, Ventas, Inc., a Delaware
corporation (the “Member”).
WHEREAS, the Member of the Company, pursuant to Section 20 of the Agreement, hereby agrees to amend
Sections 9 and 10 of the Agreement.
NOW, THEREFORE, the Agreement is amended as follows:
1. Section 9 and 10 of the Agreement shall be deleted and replaced in their entirety by the
following:
“Management. In accordance with Section 18-402 of the Act, management of the Company shall
be vested in the Member and any Managers appointed by the Member. The Member shall have the power
to do any and all acts necessary, convenient or incidental 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 has the authority to
bind the Company. Notwithstanding any other provision of this Agreement, the Member is authorized
to execute and deliver any document on behalf of the Company without any vote or consent of any
other person.
Officers. The Member may, from time to time as it deems advisable, appoint officers of the
Company (the “Officers”) and assign titles (including, without limitation, President, Vice
President, Secretary, and Treasurer) to any such person. Unless the Member decides otherwise, if
the title is one commonly used for officers of a business corporation formed under the Delaware
General Corporation Law, the assignment of such title shall constitute the delegation to such
person of the authorities and duties that are normally associated with that office. Any delegation
pursuant to this Section 10 may be revoked at any time by the Member.”
2. Unless expressly modified by the terms of this First Amendment, all other provisions of the
Agreement remain unchanged and in full force and effect.
AS AMENDED HEREBY, the Agreement is specifically ratified and reaffirmed.
[Signature Page to follow]
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IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this
First Amendment to the Agreement as of the date first written above.
VENTAS, INC. |
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By: | /s/ T. Xxxxxxx Xxxxx | |||
Name: | T. Xxxxxxx Xxxxx | |||
Title: | Executive Vice President, Chief Administrative Officer and General Counsel |
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