SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AMERICA MANAGEMENT COMPANIES, LLC
Exhibit 3.4
SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
AMERICA MANAGEMENT COMPANIES, LLC
LIMITED LIABILITY COMPANY AGREEMENT
OF
AMERICA MANAGEMENT COMPANIES, LLC
This Second Amended and Restated Limited Liability Company Agreement of America Management
Companies, LLC, is entered into by Healthtrust, Inc. — The Hospital Company, as the sole member
(the “Member”).
WHEREAS, the Member desires to amend and restate the Amended and Restated Limited Liability Company
Agreement of America Management Companies, LLC dated
April 29, 1999.
NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other
good and valuable consideration, the Member hereby agrees as follows:
1. Name. The name of the limited liability company shall be America Management Companies,
LLC (the “Company”).
2. Purpose. The object and purpose of, and the nature of the business to be conducted and
promoted by the Company is carrying 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 engaging in any and all
activities necessary or incidental to the foregoing.
3. Registered Office. The address of the registered office of the Company in the State of
Delaware is 0000 Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
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
Xxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
5. Member and Capital Contribution. The name and the business address of the Member and the
amount of cash or other property contributed or to be contributed by the Member to the capital of
the Company are set forth on Schedule A attached hereto and shall be listed on the books and
records of the Company. The managers 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 Member shall not be required to make any additional contributions of capital to the Company,
although the Member may from time to time agree to make additional capital contributions to the
Company.
6. Powers. The business and affairs of the Company shall be managed by the Member. The
Member 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.
The Member hereby designates the following persons to serve as managers in the capacity set forth
after their names, each until such person’s successor shall have been duly appointed or until such
person’s earlier resignation or removal:
Xxxxx X. Xxxxxxxxx, Xx.
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President and Secretary | |
Xxxxx X. Mercy
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Chief Executive Officer | |
Xxxx X. Xxxxxx XX
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Vice President | |
Xxxxxx Xxx Xxxxxx, Xx.
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Vice President | |
R. Xxxxxx Xxxxxxx
|
Vice President |
The managers of the Company shall have such authority and perform such duties in the
management of the Company as may be determined by the Member or as provided herein or under the Act
to one or more managers.
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 Member 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 Member.
9. Distributions. Distributions shall be made to the Member at the times and in the
aggregate amounts determined by the Member.
10. Resignation. The Member shall not resign from the Company (other than pursuant to a
transfer of the Member’s entire limited liability company interest in the Company to a single
substitute 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. The Member may assign or transfer in whole but not in part its
limited liability company interest to a single acquiror, provided, however, that the Member may
transfer its limited liability company interest in part to each of LifePoint CSLP, LLC (“CSLP”) and
LifePoint CSGP, LLC (“CSGP”), whereupon (i) each of CSLP and CSGP shall be admitted as members upon
execution of this Agreement in accordance with the provisions of Xxxxxxx 00 xxxxx, (xx) each of
CSLP and CSGP shall have rights and obligations under this Agreement proportionate to their
respective limited liability company interests and (iii) each reference to a “Member” in this
Agreement shall, as the context requires, be deemed to be references to “Members”. Upon their
admission as members, CSGP and CSLP may transfer their respective limited liability company
interests in whole but not in part to LifePoint Corporate Services, Limited Partnership (the
“Partnership”), whereupon the Partnership (i) shall become the sole “Member” for purposes of this
Agreement upon execution of this Agreement in
accordance with the terms of Section 12 and (ii) may only assign or transfer in whole but not in
part its limited liability company interest to a single acquiror.
12. Admission of Substitute Member. A person who acquires the Member’s entire limited
liability company interest by transfer or assignment shall be admitted to the Company as
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a member upon the execution of this Agreement or a counterpart of this Agreement and thereupon
shall become the “Member” for purposes of this Agreement.
13. Liability of Member and Managers. Neither the Member nor any manager shall have any
liability for the obligations or liabilities of the Company except to the extent provided herein or
in the Act.
14. Indemnification. The Company shall indemnify and hold harmless each manager and the
Member and its partners, shareholders, officers, directors, managers, employees, agents and
representatives and the partners, shareholders, officers, directors, managers, employees, agents
and representatives of such persons to the fullest extent permitted by the Act.
15. Certificate(s) of Interest. Interest in the Company shall be represented by
certificates(s) issued by the Company, shall be deemed “securities” within the meaning of Section
8-102 of Article 8 of the Delaware Uniform Commercial Code and shall be governed by Article 8 of
the Uniform Commercial Code.
16. Governing Law. This Agreement shall be governed by, and construed in accordance with,
the laws of the State of Delaware.
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IN WITNESS WHEREOF, the undersigned has executed this Second Amended and Restated Limited Liability
Company Agreement on the 11th day of May, 1999.
HEALTHTRUST, INC. — THE HOSPITAL COMPANY |
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By: | /s/ R. Xxxxxx Xxxxxxx | |||
R. Xxxxxx Xxxxxxx | ||||
Vice President |
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ADDENDUM
Effective as of May 11, 1999 (the “Effective Date”), Columbia Management Companies, Inc. (“Columbia
Management”) assigned, transferred and conveyed its 100% limited liability company interest in
America Management Companies, LLC, a Delaware limited liability company (“LLC”), to Healthtrust,
Inc. — The Hospital Company (“Healthtrust”), whereupon Healthtrust became the sole member of LLC.
Attached hereto is a copy of the Limited Liability Company Agreement of LLC (the “Agreement”).
The undersigned hereby agrees to be bound by all of the terms and provisions of the Agreement, and
further agrees that, from and after the Effective Date, all references in the Agreement to Columbia
Management as the sole member (the “Member”) shall be deemed to be references to Healthtrust as the
Member.
IN WITNESS WHEREOF, Healthtrust has executed this Addendum on the 11th day of May, 1999.
HEALTHTRUST, INC. — THE HOSPITAL COMPANY |
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By | /s/ R. Xxxxxx Xxxxxxx | |||
R. Xxxxxx Xxxxxxx | ||||
Vice President | ||||