SOMERSET RIDGE GENERAL PARTNERSHIP
AMENDED AND RESTATED AGREEMENT OF GENERAL PARTNERSHIP
This Amended and Restated Agreement of General Partnership is made as of
January 5, 2004, by and between SOLOMONT FAMILY FALL RIVER VENTURE, INC., a
Massachusetts corporation, (a "General Partner"), and THE SOMERSET PARTNERSHIP
HOLDING COMPANY, INC., a Massachusetts corporation, (a "General Partner").
BACKGROUND
A. The general partnership (the "Partnership") was formed as Southcoast
Nursing and Rehabilitation Center Partnership, by that certain General
Partnership Agreement dated November 6, 1996 in accordance with the
Massachusetts Uniform Partnership Act (the "Act").
B. As of the date hereof, the name of the Partnership is hereby changed
from Southcoast Nursing and Rehabilitation Center Partnership to Somerset Ridge
General Partnership.
C. As of the date hereof, the partnership interest in the Partnership of
Xxxxxxxx Xxxx Term Care Services, Inc. is being purchased by and assigned to The
Somerset-Xxxxx Xxxxxxx Partnership Holding Company, Inc., which is
simultaneously changing its name to The Somerset Partnership Holding Company,
Inc.
The parties hereto enter into this Amended and Restated Agreement of
General Partnership and hereby agree that the Partnership shall be operated in
accordance with the provisions of this Agreement, under and pursuant to the Act,
as follows:
1. Continuation of the Partnership. The General Partners hereby continue
the Partnership renamed as Somerset Ridge General Partnership (the
"Partnership") pursuant to the Act.
2. General Partner. The General Partners shall be the only general partners
of the Partnership.
3. Capital Contributions. Any General Partner, at its option, may make
Capital Contributions to the Partnership from time to time, provided that no
General Partner shall be obligated to make capital contributions to the
Partnership. The General Partners shall not be paid interest on their capital
contributions, nor shall the General Partners have the right to withdraw their
capital contributions or receive any return of any portion thereof except as
provided in this Agreement.
4. Authority of General Partner. Each General Partner shall have full power
and authority to take all actions of every nature for and on behalf of the
Partnership and the action of either General Partner shall bind the Partnership.
5. Capital Accounts. The Partnership shall maintain capital accounts
("Capital Accounts") for each General Partner in accordance with the provisions
of Section 704(b) of the Internal Revenue Code of 1986, as amended ("the Code")
and the Regulations thereunder. No General Partner shall be obligated to restore
any deficit balance in such Partner's Capital Account at any time.
6. Percentage Interests. The Percentage Interests of the General Partners
shall be the following:
Solomont Family Fall River Venture, Inc. 50%
The Somerset Partnership Holding Company, Inc. 50%
Distributions by the Partnership shall be made at such times as the General
Partners shall determine and shall be made to the General Partners as provided
in the following Sections.
7. Distributions of Partnership Funds.
At such times as the General Partners shall determine, funds of the
Partnership which the General Partners shall determine to be available for
distribution shall be distributed to the General Partners in accordance with
their respective Percentage Interests.
8. Allocations of Taxable Profit and Loss. Profits and losses for federal
income tax purposes shall be allocated in accordance with the General Partners
respective Percentage Interests.
9. Assignment. No General Partner may assign or transfer its interest in
the Partnership nor shall any General Partner have the right to substitute any
other person in its place as a General Partner except with the express prior
written consent of all General Partners, each in its sole discretion.
10. Dissolution.
(a) Subject to the provisions of Section 1O(b) hereof, the Partnership
shall be dissolved and its affairs wound up and terminated upon the first to
occur of the following:
(i) The determination of all of the General Partners to dissolve
the Partnership; or
(ii) The effective date of the bankruptcy, death, adjudicated
incapacity, dissolution, or withdrawal of either General Partner of the
Partnership.
(b) Notwithstanding the provisions of Section 10(a) hereof, the
occurrence of the bankruptcy, death, adjudicated incapacity, dissolution, or
withdrawal of any General Partner shall not dissolve the Partnership if, within
180 days after the occurrence of such event, there are two or more remaining
General Partners of the Partnership and the remaining General Partners
unanimously agree in writing to continue the business of the Partnership and
appoint a successor General Partner.
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11. Distributions on Dissolution.
(a) Upon the dissolution of the Partnership, the General
Partners shall proceed to liquidate all of the assets of the Partnership in an
orderly and expeditious manner.
(b) The proceeds of the liquidation shall be distributed to the
creditors of the Partnership in accordance with the provisions of the
Massachusetts Uniform Partnership Act, and then to the General Partners in
accordance with Section 7.
(c) Subject to the provisions of this Agreement, the General Partners
shall have the right to make any distribution in kind, and determine the Fair
Market Value and Gross Asset Value of any distribution in kind.
12. Fiscal Year. The fiscal year of the Partnership shall end on September
30 of each year.
13. Address. The address for the Partnership is c/o Genesis HealthCare
Corp., 000 X. Xxxxx Xx. Xxxxxxx Xxxxxx, XX 00000.
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WITNESS the execution hereof as an instrument under seal this 5h day of
January, 2004.
GENERAL PARTNERS:
THE SOMERSET PARTNERSHIP HOLDING
COMPANY, INC.,
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------------
Its Senior Vice President, General Counsel
and Corporate Secretary
SOLOMONT FAMILY FALL RIVER VENTURE, INC.,
By: /s/ Xxxxxx X. Xxxxxxx
------------------------------------------
Its Senior Vice President, General Counsel
and Corporate Secretary
