AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF VHS SAN ANTONIO PARTNERS, LLC
Exhibit 3.62
AMENDED AND RESTATED
OF
VHS SAN ANTONIO PARTNERS, LLC
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of June 30, 2007
(this “Agreement”), of VHS San Antonio Partners, LLC is entered into by and between the
person or persons listed on the signature pages hereto as member or members (collectively, the
“Members”) and by VHS San Antonio Partners, LLC (the “Company”).
RECITALS:
WHEREAS, on June 21, 2007, the original Member formed the Company pursuant to and in
accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.),
as amended from time to time (the “Act”), by filing of a Certificate of Formation with the
Delaware Secretary of State and the execution of a Limited Liability Company Agreement dated as of
June 20, 2007 (the “Original Operating Agreement”).
WHEREAS, on June 30, 2007, the Company merged (the “Merger”) with VHS San
Antonio Partners, L.P. (the “Merging Entity”), pursuant to the provisions of Section 18-209 of the
Act, under the terms and conditions set forth in that certain Agreement and Plan of Merger, dated
as of June 26, 2007, between the Company and the Merging Entity, with the Company being the
surviving entity of the Merger.
WHEREAS, prior to the Merger, all of the partners of the Merging Entity and all of the
Members of the Company approved the Merger, in conformity with Section 18-209(b) of the Act and
Section 17-211(b) of the Delaware Revised Uniform Limited Partnership Act.
WHEREAS, to reflect the Merger and the admission of VHS Acquisition Subsidiary Number 5, Inc.
to the Company as its Managing Member, the Members and the Company now desire to amend and restate
the Original Operating Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, the Members and the Company do hereby amend and restate the Original
Operating Agreement as follows:
1. Name; Formation. The name of the Company (which is a limited liability company)
shall be VHS San Antonio Partners, LLC , or such other name as the Members may from time to time
hereafter designate. The Company shall be formed upon the execution and filing by any Member, by
any person designated by a Member or by any officer, agent or employee of the registered agent of
the Company in the State of Delaware (any such person being hereby authorized to take such action)
of a certificate of formation of the Company with
the Secretary of State of the State of Delaware setting forth the information required by Section
18-201 of the Delaware Act. The rights and obligations of the Members are as provided in the Act
except as otherwise expressly provided in this Agreement.
2. Definitions. Capitalized terms not otherwise defined herein shall have the
meanings set forth in Section 18-101 of the Act.
3. Purpose. The Company is formed for the purpose of engaging in any lawful business
permitted by the Act or the laws of any jurisdiction in which the Company may do business. The
Company shall have the power to engage in all activities and transactions that the Members deem
necessary or advisable in connection with the foregoing.
4. Offices; Registered Agent.
(a) The principal office of the Company, and such additional offices as the Members may
determine to establish, shall be located at such place or places inside or outside the State of
Delaware as the Members may designate from time to time.
(b) The registered office of the Company in the State of Delaware is located at National
Registered Agents, Inc., 000 Xxxxxxxxx Xxxxx, Xxxxx 000, in the City of Dover, Delaware. The name
and address of the registered agent of the Company for service of process on the Company in the
State of Delaware shall be National Registered Agents, Inc., 000 Xxxxxxxxx Xxxxx, Xxxxx 000, in
the City of Dover, Delaware. The Member may change such registered office and/or registered agent
from time to time.
5. Members. The names and the mailing addresses of the Members are as set forth on
Schedule A attached hereto, as the same may be amended from time to time.
6. Duration of the Company. The period of duration or term of the Company shall
commence on the date of filing of the certificate of formation of the Company in accordance with
the Act and shall continue until the Company is dissolved and its affairs are wound up in
accordance with Section 17 of this Agreement and a certificate of cancellation is filed in
accordance with the Act.
7. Powers; Management. The business and affairs of the Company shall be managed by the
Members. The Members shall have the power to do any and all acts necessary or convenient 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. Each
Member who is a natural person and each director, partner and officer of any Member (each, an
“Authorized Person”) is hereby designated as an officer of the Company and “authorized
person”, within the meaning of the Act, to execute, deliver and file the certificate of formation
of the Company (and any amendments and/or restatements thereof) and any other certificates (and any
amendments and/or restatements thereof) necessary for the Company to qualify to do business in a
jurisdiction in which the Company may wish to conduct business. Each Authorized Person, acting
severally, is hereby authorized, empowered and directed in the name and on behalf of the Company to
take any action, including, but not limited to approving, executing and delivering any and all
agreements, certificates or any other documents on behalf of the Company. In addition, each
Authorized Person, or a representative
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appointed by an Authorized Person, may open in the name of the Company whatever bank accounts may
be necessary or appropriate for the expeditious conduct of the Company’s affairs and draw checks
thereon, make deposits therein and take all other actions necessary or appropriate in connection
therewith. Any action so approved and taken by any Authorized Person on behalf of the Company
shall bind the Company. Notwithstanding the foregoing, VHS Acquisition Company Number 5, Inc.
shall be the Managing Member of the Company and solely manage the business and affairs of the
Company, subject to the statutory rights of the Members under the Act.
8. Capital Contributions. The Members shall make capital contributions to the Company
in such amounts and at such times as may be unanimously determined by the Members, which amounts
will be set forth in the books and records of the Company.
9. Allocation of Profits and Losses. The Company’s profits and losses shall be
allocated among the Members in proportion to their membership percentages, as set forth on
Schedule A (as to each Member, its “Membership Percentage”).
10. Distributions. Distributions shall be made to the Members at the times and in the
aggregate amounts as unanimously determined by the Members. Such distributions shall be divided
among the Members in the same proportion as their Membership Percentages.
11. No Restrictions on Transfer. A Member may freely assign or pledge its limited
liability company interests (as to each Member, its “Membership Interests”) and the
financial rights and governance rights set forth therein, as provided under the Act, subject,
however, to any restriction on transfer provisions in loan documents executed by the Company as
guarantor or as borrower.
12. Membership Interest Certificates. Each Member’s Membership Interest in the
Company shall be evidenced by a certificate in the form of Exhibit A attached hereto (a
“Certificate”), and shall constitute a security governed by Article 8 of the Delaware Uniform
Commercial Code-Investment Securities (Del Code Title 6:§8-101, et. seq.).
13. Registrations, Registration of Transfers and Exchanges. The Company shall maintain
all records for the exchange and registration of the Certificates including all forms of transfer
for the Certificates and shall:
(a) Keep at its principal place of business a register (the “Register”) in such form as it
may determine, in which, subject to such reasonable regulations as it may prescribe, it shall
provide for the registration of the Certificates and of transfers thereof;
(b) Ensure that all Certificates presented for transfer shall be duly endorsed for transfer
or be accompanied by a written instrument of transfer; and
(c) Ensure that each Certificate shall bear an original issue date.
Notwithstanding anything contained herein to the contrary, the Company shall not be required to
ascertain whether any transfer or exchange of Certificates complies with the registration
provisions or exemptions from the Securities Act of 1933, as amended, the Securities Exchange
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Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1945, as
amended; provided that, if a Certificate is specifically required to be delivered to the
Company by a purchaser or transferee of a Certificate, the Company shall be under a duty to examine
the same to determine whether it conforms to the requirements of this Agreement and shall promptly
notify the party delivering the same if such Certificate does not so conform.
14. Persons Deemed Owners. Prior to due presentment of a Certificate for registration
or transfer, the Company, or any agent or manager of the Company, may treat the person in whose
name such Certificate is registered as the owner of the Certificate for the purpose of receiving
distributions pursuant to this Agreement and for all other purposes whatsoever, and the Company
shall not be affected by notice to the contrary.
15. Mutilated, Lost, Stolen or Destroyed Certificates. If (i) any mutilated
Certificate is surrendered to the Company, or (ii) the Company receives evidence to its
satisfaction of the destruction, loss or theft of any Certificate, together with indemnity or
security sufficient to hold it harmless, the Company shall execute, and upon its written request
the Company shall authenticate and deliver, in exchange for any such mutilated Certificate or in
lieu of any such destroyed, lost or stolen Certificate, a new Certificate of like tenor and
principal amount, bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Company may require the payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in relation thereto and any other
expenses in connection therewith. The provisions of this Section are exclusive and shall preclude
(to the extent permissible under applicable law) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Certificates.
16. New Members. New Members may be admitted to the Company on such terms as may be
agreed to by all existing Members, and in connection with any such admission, the Schedule
A shall be amended to reflect the name, address and capital contribution (if any) of the
additional Member and any changes in Membership Percentage of the Members in connection with the
admission of the additional Member.
17. 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 all of the Members, (b) the death,
retirement, expulsion, insolvency, bankruptcy or dissolution of a Member or the occurrence of any
other event which terminates the continued membership of a Member in the Company provided that the
Company shall not be dissolved if, within 90 days after any such event, all remaining Members agree
in writing to continue the business of the Company, or (c) the entry of a decree of judicial
dissolution under Section 18-802 of the Act.
18. Limitation on Liability. The debts, obligations and liabilities of the Company,
whether arising in contract, tort or otherwise, shall be solely the debts, obligations and
liabilities of the Company, and no Member or officer of the Company shall be obligated personally
for any such debt, obligation or liability of the Company solely by reason of being a Member or
officer.
19. Amendments. This Agreement may be amended, restated, modified or supplemented
from time to time, only upon the unanimous written approval of the Members.
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20. Governing Law. This Agreement shall be governed by, and construed under, the
laws of the State of Delaware, all rights and remedies being governed by said laws.
IN WITNESS WHEREOF, the parties hereto hereby execute this Agreement as of the day and year
first above written.
| VHS HOLDING COMPANY, INC. |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Xxxxxx X. Xxxxxxx | ||||
| Executive Vice President | ||||
| VHS ACQUISITION COMPANY NUMBER 5, INC. |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Xxxxxx X. Xxxxxxx | ||||
| Executive Vice President | ||||
| VHS SAN ANTONIO PARTNERS, LLC By: VHS Acquisition Company Number 5, Inc., its Managing Member |
||||
| By: | /s/ Xxxxxx X. Xxxxxxx | |||
| Xxxxxx X. Xxxxxxx | ||||
| Executive Vice President | ||||
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SCHEDULE A
| Membership Interest and | ||||
| Member and Address | Membership Percentage | |||
VHS Holding Company, Inc. 00 Xxxxxx Xxxxx Xxxxxxxxx Xxxxx 000 Xxxxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxxxx |
98 | % | ||
VHS Acquisition Company Number 5, Inc. 00 Xxxxxx Xxxxx Xxxxxxxxx Xxxxx 000 Xxxxxxxxx, XX 00000 Attention: Xxxxxx X. Xxxxxxx |
2 | % | ||
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EXHIBIT A
This Certificate has not been and will not be registered under the Securities Act of 1933, as
amended (the “Securities Act”), or any state securities laws and neither this Certificate nor any
interest herein may be offered, sold, pledged or otherwise transferred except in accordance with
the Company Agreement (as defined below) of VHS San Antonio Partners, LLC, the Securities Act, and
applicable securities laws of any state of the united states.
Certificate for Limited Liability Company
Membership Interests of VHS SAN ANTONIO PARTNERS, LLC
Membership Interests of VHS SAN ANTONIO PARTNERS, LLC
| Certificate Number ___ | Membership Interest - ___% |
VHS San Antonio Partners, LLC, a Delaware limited liability company (the “Company”),
hereby certifies that
. (the “Holder”) is the registered owner of
% of the Membership Interests in the Company (the “Certificate”). This Certificate shall constitute a
security governed by Article 8 of the Delaware Uniform Commercial Code-Investment Securities
(Delaware Code Title 6: §8-101, seq.) The rights, powers, preferences, restrictions and limitations
of the Membership Interests are set forth in, and this Certificate and the Membership Interests
hereby represented are issued and shall in all respects be subject to the terms and provisions of,
the Amended and Restated Limited Liability Company Agreement of the Company, dated as of June 30,
2007, as the same may be further amended from time to time (the “Company Agreement”). Capitalized
terms used herein and not otherwise defined have the meaning ascribed to them in the Company
Agreement. This Certificate is transferable only in accordance with the
terms of the Company Agreement, which imposes certain limitations and restrictions on transfers of
Membership Interests. By acceptance of this Certificate, and as a condition to being entitled
to any rights and/or benefits with respect to the Membership Interests evidenced hereby, a
registered Holder hereof (including any registered transferee hereof) is deemed to have agreed, to
comply with and be bound by all terms and conditions of the Company Agreement. The Company will
furnish a copy of such Company Agreement to each Member without charge upon written request to the
Company at is principal place of business or registered office, as the case may be.
| Date: , 200_ | VHS SAN ANTONIO PARTNERS, LLC | |||||
| By: | VHS Acquisition Company Number 5, Inc., Managing Member |
|||||
| By: | ||||||
| Xxxxxx X. Xxxxxxx | ||||||
| Executive Vice President | ||||||
AMENDMENT NO. 1
TO
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
VHS SAN ANTONIO PARTNERS, LLC
TO
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
OF
VHS SAN ANTONIO PARTNERS, LLC
This Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of VHS San
Antonio Partners, LLC, dated February 4, 2010 but effective as of July 1, 2009, is by and between
the persons listed on the signature pages hereto as members (the “Members”) of VHS San Antonio
Partners, LLC (the “Company”).
WHEREAS, the Members entered into the Amended and Restated Limited Liability Company Agreement
of the Company as of June 30, 2007 (the “Operating Agreement”); and
WHEREAS, the Members desire to amend the Operating Agreement on the terms and conditions set
forth herein.
NOW, THEREFORE, the Members and the Company do hereby amend and restated the Operating
Agreement as follows.
1. Distributions. Section 10 of the Operating Agreement is amended and restated in
its entirety as follows:
10. Distributions. Distributions shall be made to the Members at the
times and in the aggregate amounts as unanimously determined by the Members, and unless
the Members agree otherwise, such distributions shall be divided among the Members in
the same proportion as their Membership Percentages.
2. Miscellaneous. Except as amended by this amendment, the Operating Agreement
remains in full force and effect without change. Capitalized terms not otherwise defined in
this
amendment shall have the meanings given such terms in the Operating Agreement.
IN WITNESS WHEREOF, the Members hereby executed this amendment on the date set forth above to
be effective as of the date set forth above.
| VHS HOLDING COMPANY, INC. | VHS ACQUISITION SUBSIDIARY NUMBER 5, INC. | |||||||||
By:
|
/s/ Xxxxx X. Xxxxxxxx | By: | /s/ Xxxxx X. Xxxxxxxx | |||||||
| Xxxxx X. Xxxxxxxx | Xxxxx X. Xxxxxxxx | |||||||||
| Senior Vice President | Senior Vice President | |||||||||
| VHS SAN ANTONIO PARTNERS, LLC | ||||||||||
By:
|
/s/ Xxxxx X. Xxxxxxxx | |||||||||
| Xxxxx X. Xxxxxxxx | ||||||||||
| Senior Vice President | ||||||||||
