AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MPT OF REDDING, LLC
Exhibit 3.94
AMENDED AND RESTATED
OF
MPT OF REDDING, LLC
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), is made and
entered into as of June 17, 2005, by and between MPT OPERATING PARTNERSHIP, L.P., a Delaware
limited partnership (hereinafter referred to as the “Sole Member”), and MPT OF REDDING, 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 June 17, 2005;
WHEREAS, the Company and the Sole Member entered into that certain Limited Liability Company
Agreement, dated June 17, 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 of acquiring, owning, developing,
and leasing certain real estate and improvements located in Redding, California (the
“Project”), (ii) conducts business only in its own name, (iii) does not engage in any business
other than acquisition, ownership, development, and leasing of the Project, (iv) does not
hold, directly or indirectly, any ownership interest (legal or equitable) in any entity or any
real or personal property other than the interest which it owns in the Project, (v) does not
have any assets other than those related to its interest in the Project and does not have any
debt other than as related to or in connection with the Project 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. |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Xxxxxxx X. Xxxxxxx | ||||
| Executive Vice President, General Counsel and Secretary |
||||
| MPT OF REDDING, LLC BY: MPT OPERATING PARTNERSHIP, L.P. ITS: SOLE MEMBER |
||||
| By: | /s/ Xxxxxxx X. Xxxxxxx | |||
| Xxxxxxx X. Xxxxxxx | ||||
| Executive Vice President, General Counsel and Secretary |
||||
2
FIRST AMENDMENT
TO THE AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
MPT OF REDDING, LLC
TO THE AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
MPT OF REDDING, LLC
THIS FIRST AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY
AGREEMENT of MPT OF REDDING, 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 June 17, 2005 (the “Agreement”).
WHEREAS, the parties desire to amend the Agreement
NOW, THEREFORE, in consideration of the premises and the mutual covenants of the
patties 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 of acquiring, owning, developing, and leasing certain real estate
and improvements located in Reddings, California (the “Project”), (ii) conducts
business only in its own name, (iii) does not engage in any business other than
acquisition, ownership, development, and leasing of the Project, (iv) does not
hold, directly or indirectly, any ownership interest (legal or equitable) in
any entity or any real or personal property other than the interest which it
owns in the Project, (v) does not have any assets other than those related to
its interest in the Project and does not have any debt other than as related to
or in connection with the Project 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 REDDING, 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 | |||||||||||||
