SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF VICKSBURG HEALTHCARE, LLC
EXHIBIT 3.334
SECOND AMENDED AND RESTATED
OF
VICKSBURG HEALTHCARE, LLC
This Second Amended and Restated Operating Agreement of Vicksburg Healthcare, LLC, effective as of
April 11, 2005 (this “Agreement”), is entered into by River Region Medical Corporation., a
Mississippi corporation, and Quorum Health Group of Vicksburg, Inc., a Tennessee corporation, as
the sole members of the Company (the “Members”).
WHEREAS, the Members desire to amend and restate the Amended and Restated Operating Agreement of
the Company, dated effective as of October 30, 1998.
NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other
good and valuable consideration, the Members hereby agree as follows:
1. Name. The name of the limited liability company is Vicksburg Healthcare, LLC (the “Company”).
2. Purpose. The purpose of, and the nature of the business to be conducted and promoted by the
Company is, to carry 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 to engage in any and all activities necessary
or incidental to the foregoing.
3. Registered Office and Principal Office. The address of the registered office of the Company in
the State of Delaware is 0000 Xxxxxxxxxxx Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000, County of
New Castle. The Principal Office of the Company shall be at 0000 Xxxxxxxx Xxxxxxx, Xxxxx, Xxxxx
00000, County of Collin, which shall also be the office at which Certificates for Interest of the
Company are surrendered.
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 Xxxxxxxxxxx
Xxxx, Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000, County of New Castle.
5. Members and Capital Contributions. The names and the business addresses of the Members are set
forth on Schedule A attached hereto and the amount of cash or other property contributed or to be
contributed by the Members to the capital of the Company shall be listed in the books and records
of the Company. The Officers (hereinafter defined) 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 Members shall not be required to make any additional contributions of capital to the Company,
although the Members may from time to time agree to make additional contributions to the Company.
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6. Powers. The Company shall be managed exclusively by the Members. The Members shall have all
powers necessary, useful or appropriate for the day-to-day management and conduct of the Company’s
business including, if advisable, the power to delegate to agents pursuant to Section 18-407 of the
Act. All instruments, contracts, agreements and documents providing for the acquisition, mortgage
or disposition of property of the Company shall be valid and binding on the Company if executed by
any of the officers of either of Members, or by any of the Officers of the Company. The Members
have determined that it is advisable to appoint the following officers of the Company, each of whom
shall have the authority specified below and the authority to execute and deliver on behalf of the
Company any documents that such officers deem necessary in furtherance of the purposes of the
Company set forth above.
The officers of the Company (each an “Officer”) shall consist of a President, one or more Vice
Presidents (who may be designated as Executive or Senior Vice Presidents), a Secretary, one or more
Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, a Controller, a General
Counsel and one or more Associate General Counsels. The Members shall have the right and power to
remove and replace any Officer with or without cause and, in general, shall be vested with full
power, control and discretion over the appointment of Officers subsequent to the date hereof. As of
the date hereof, the Members hereby appoint the Officers set forth on Exhibit B hereto; and each
person who may previously have been designated as an agent or officer of the Company is hereby
removed from such office or designation, except to the extent such person shall have been
re-appointed to such office as shown on Exhibit B.
The powers and duties of the Officers shall be as follows:
The President. The President shall have, subject to the supervision, direction and control of the
Members, the general powers and duties of supervision, direction and management of the affairs and
business of the Company usually vested in the president of a corporation, including, without
limitation, all powers necessary to direct and control the organizational and reporting
relationships within the Company.
The Vice Presidents. Each Vice President (including Vice Presidents designated as Executive or
Senior Vice Presidents) shall have such powers and perform such duties as may from time to time be
assigned to him or her by the Members or the President.
The Secretary and the Assistant Secretaries. The Secretary (or any Assistant Secretary, if at the
direction of the Secretary, or in his or her absence) shall attend meetings of the Company and
record all votes and minutes of all such proceedings in a book kept for such purpose. He or she
shall have all such further powers and duties as generally are incident to the position of a
secretary of a corporation or as may from time to time be assigned to him or her by the Members or
the President.
The Treasurer and Assistant Treasurers. The Treasurer (or any Assistant Treasurer, if at the
direction of the Treasurer, or in his or her absence) shall have custody of the Company’s funds,
cash, securities and other property and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the Company and shall deposit or cause to be deposited moneys
or other valuable effects in the name and to the credit of the Company in such depositories as may
be designated by the Treasurer. The Treasurer shall have such other powers
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and perform such other duties that generally are incident to the position of a treasurer of a
corporation or as may from time to time be assigned to him or her by the Members or the President.
The Controller. The Controller shall maintain adequate records of all assets, liabilities, income,
expenses and transactions of the Company and shall see that adequate audits thereof are currently
and regularly made. The Controller shall have such other powers and perform such other duties that
generally are incident to the position of a controller of a corporation or as may from time to time
be assigned to him or her by the Members or the President.
The General Counsel and Associate General Counsel. The General Counsel (or any Associate General
Counsel, if at the direction of the General Counsel, or in his or her absence) shall be the chief
legal officer of the Company. The General Counsel shall have such powers and perform such duties
that generally are incident to the position of a general counsel of a corporation or as may from
time to time be assigned to him or her by the Members or the President.
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 Members 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
Members in accordance with their respective percentage interests in the Company.
9. Distributions. Distributions shall be made to the Members at the times and in the aggregate
amounts determined by the Members.
10. Resignation. Neither Member shall resign from the Company (other than pursuant to a transfer of
such Member’s entire limited liability company interest in the Company either to the other Member
or to a single substitute member approved by the other 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. Each Member may assign or transfer in whole but not in part its
limited liability company interest to the other Member or to a single acquirer approved by the
other Member. In addition, to effectively transfer an interest in accordance with this Agreement,
the relevant Certificate for Interest or Certificates for Interest must be surrendered or presented
at the Company’s principal office. Whenever any such Certificate for Interest is so surrendered or
presented for transfer, if such transfer otherwise complies with and satisfies the terms of this
Agreement, an Officer shall cause one or more new Certificates for interest to be issued by the
Company in the name of the designated assignee or assignees. All Certificates for Interest
presented or surrendered for transfer shall be canceled or destroyed by an Officer. By acceptance
of a Certificate for Interest, each assignee shall be deemed to have agreed to be bound by this
Agreement.
Every Certificate for Interest presented or surrendered for transfer shall be duly endorsed and be
accompanied by a written instrument of transfer duly executed by the assignor and the assignee
thereof substantially in the form attached hereto as Exhibit C or in a form otherwise reasonably
satisfactory to the Members.
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12. Admission of Substitute Member. A person who acquires a Member’s entire limited liability
company interest by transfer or assignment shall be admitted to the Company as a member upon the
(a) approval of the non-transferring or assigning Member, and (b) execution of (i) this Agreement
or a counterpart of this Agreement or (ii) an instrument substantially in the form attached hereto
as Exhibit C or in a form otherwise reasonably satisfactory to the Members pursuant to which such
person agrees to be bound by the provisions of this Agreement and thereupon shall become a “Member”
for purposes of this Agreement.
13. Liability of Members, Managers or Officers. Neither the Members nor any manager or Officer
shall have any liability for the obligations or liabilities of the Company except to the extent
provided herein or in the Act.
14. Indemnification. To the fullest extent permitted by the Act the Company shall indemnify and
hold harmless each manager, Officer, and the Members and their respective partners, shareholders,
officers, directors, managers, employees, agents and representatives and the partners,
shareholders, officers, directors, managers, employees, agents and representatives of such persons.
15. Certificate(s) for Interest. The interests in the Company of the Members shall be evidenced by
certificates in the form of Exhibit D hereto, with such changes thereto as may be approved by the
Members (the “Certificates for Interest”). The Certificates for Interest shall constitute
“securities” and “certificated securities” governed by, and within the meaning of, Article 8 of the
Uniform Commercial Code (as in effect from time to time in the State of Delaware and any other
applicable jurisdiction).
Upon receipt of written notice or other evidence reasonably satisfactory to the Company of the
loss, theft, destruction or mutilation of any Certificate for Interest and, in the case of any such
loss, theft or destruction, upon receipt of a Member’s unsecured indemnity agreement, or in the
case of any other holder of a Certificate for Interest or Certificates for Interest, other
indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon
surrender or cancellation of such Certificate for Interest, an Officer, on behalf of the Company,
will make and deliver a new Certificate for Interest, of like tenor, in lieu of the lost, stolen,
destroyed or mutilated Certificate for Interest.
The Company shall cause to be kept at the Company’s principal office an accurate ledger which shall
provide for the issuance and registration of interests in the Company and any transfers of them,
which such ledger shall constitute conclusive evidence as to the identity of the Members. The
Company shall update such ledger from time to time as may be necessary to reflect the issue of any
interests and the assignment of such interests.
16. Amendment. This Agreement may be amended from time to time with the consent of the Members.
17. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws
of the State of Delaware.
IN WITNESS WHEREOF, the undersigned have executed this Agreement effective for all purposes as of
the date first above written.
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RIVER REGION MEDICAL CORPORATION
/s/ Xxxxxx X. Xxx
Xxxxxx X. Xxx
Executive Vice President
Executive Vice President
QUORUM HEALTH GROUP OF VICKSBURG, INC.
/s/ Xxxxxx X. Xxx
Executive Vice President
Executive Vice President
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EXHIBIT C
Form of Assignment and Assumption Agreement
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS AGREEMENT (this “Agreement”) is made and entered into between (“Assignor”) and
(“Assignee”), to be effective as of .
RECITALS
WHEREAS, Assignor is a member in Vicksburg Healthcare, LLC, a Delaware limited liability company
(the “Company”); and
WHEREAS, Assignor desires to transfer and assign its member interest in the Company (the “Member
Interest”) to Assignee, and Assignee desires to accept the Member Interest.
NOW, THEREFORE, the parties agree as follows:
1. Assignment of Rights, Title and Interests. Assignor hereby assigns, transfers and conveys to
Assignee, its successors and assigns, and Assignee hereby accepts, all of Assignor’s right, title
and interest in and to Assignor’s Member Interest in the Company.
2. Assumption of Liabilities. As consideration for the transfer of the Member Interest pursuant to
Section 1 above, Assignee hereby assumes all the liabilities and obligations of Assignor relating
to the Member Interest, and accepts and agrees to be bound by the provisions of the Second Amended
and Restated Operating Agreement of the Company, dated effective as of April 11, 2005, as such may
be amended, restated or supplemented from time to time.
3. Deliveries. Each of Assignor and Assignee agrees, at any time and from time to time, upon the
request of the other party, to do, execute, acknowledge and deliver, or cause to be done, executed,
acknowledged and delivered, all further documents necessary or desirable to effect and complete the
transactions contemplated by this Agreement.
4. Entire Agreement. This Agreement constitutes the entire understanding of the parties with
respect to the matters provided for herein, and supercedes any previous agreements and
understandings between the parties with respect to the subject matter of this Agreement.
5. Amendments. Any amendment to or waiver of any provision of this Agreement shall be in writing
and executed by both parties hereto and their respective successors and assigns.
6. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns.
7. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be
deemed an original and all of which together shall constitute one and the same instrument.
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8. Third Party Beneficiaries. This Agreement does not, and may not be deemed to, confer any right
or remedy upon any person other than the parties to this Agreement and their respective successors
and permitted assigns.
9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of
the State of Delaware.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives to be effective as of the date first above written.
Assignor:
|
Assignee: | |||
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EXHIBIT
D
Form of Certificate for Interest
CERTIFICATE FOR INTEREST
IN
VICKSBURG
HEALTHCARE, LLC
No. [Date]
Vicksburg Healthcare, LLC, a Delaware limited liability company (the “Company”), hereby certifies
that ___(the “Holder”) is the registered holder of ___% of the membership interests in the
Company, which membership interests are represented by this Certificate. The rights and limitations
of the membership interests evidenced hereby are set forth in the Second Amended and Restated
Operating Agreement of the Company dated effective as of April 11, 2005, as amended from time to
time (the “LLC Agreement”), the terms of which are incorporated herein by reference. Defined terms
not otherwise defined herein shall have the meanings assigned to them in the LLC Agreement. Copies
of the LLC Agreement are on file in the principal offices of the Company at 0000 Xxxxxxxx Xxxxxxx,
Xxxxx, Xxxxx 00000.
The Holder, by accepting this Certificate, is deemed to have agreed to comply with and be bound by
the limitations of the membership interests evidenced hereby, as provided in the LLC Agreement.
The membership interests of the Holder in the Company are transferable only in accordance with the
LLC Agreement. This Certificate must, in the event of a transfer of all or any portion of the
membership interests in the Company, be surrendered to the Company for cancellation, whereupon a
replacement Certificate(s) will be issued to the transferee, in accordance with the provisions of
the LLC Agreement.
THE MEMBERSHIP INTERESTS REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS.
IN WITNESS WHEREOF, the undersigned has caused this Certificate for Interest to be executed on the
date first above written
VICKSBURG HEALTHCARE, LLC
By
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SCHEDULE A |
||
Member and Business Address |
Limited Liability | |
Company Interest | ||
River Region Medical Corporation |
||
0000 Xxxxxxxx Xxxxxxx |
||
Xxxxx, Xxxxx 00000 |
71.48% | |
Quorum Health Group of Vicksburg, Inc. |
||
0000 Xxxxxxxx Xxxxxxx |
||
Xxxxx, Xxxxx 00000 |
28.52% |
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EXHIBIT B |
||
[List of Officers] |
||
Name:
|
Title: | |
Xxxxx X. Xxxxxxx
|
President | |
Xxxxxxx X. Xxxxxxx
|
Executive Vice President | |
Xxxxxx X. Xxx
|
Executive Vice President, General Counsel and Secretary | |
Xxxxxx X. Xxxx
|
Executive Vice President | |
Xxxxx X. Xxxxxxx
|
Executive Vice President | |
Xxxxxx X. Xxxxxx
|
Senior Vice President | |
Xxxxxx X. Xxxxxxx, Xx.
|
Senior Vice President | |
W. Xxxxxxx Xxxx
|
Senior Vice President and Controller | |
Xxxxx X. Xxxxxxxxxx
|
Senior Vice President and Treasurer | |
Xxxxxxx Xxxxxx
|
Senior Vice President, Associate General Counsel and Assistant Secretary | |
Xxxxx X. Xxxxxxx
|
Vice President | |
Xxxxxx X. Xxxxxxxx
|
Vice President | |
Xxxxxxx X. XxXxxx
|
Vice President and Assistant Secretary | |
Xxxxx X. XxXxxx
|
Assistant Treasurer |
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