Exhibit 3-139
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STATE DEPARTMENT OF ASSESSMENTS
AND TAXATION
APPROVED FOR RECORD
GREENSPRING MERIDIAN LIMITED PARTNERSHIP
SECOND AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
AND
CERTIFICATE OF LIMITED PARTNERSHIP
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THIS SECOND AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT AND
CERTIFICATE OF LIMITED PARTNERSHIP is entered into effective as of the 1st day
of January, 1998, by and among the undersigned persons designated as General
Partners and Limited Partners, respectively.
WITNESSETH:
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WHEREAS, MERIDIAN HEALTHCARE, INC. (formerly known as Meridian Nursing
Centers, Inc.) General Partner and XXXXXXX X. XXXXX, XX., XXXXXX X. XXXXXXXX,
XXXX X. XXXXXXX, XXXXX X. XXXXXX, and XXXXXX X. XXXXXXX, as Class A Limited
Partners, and XXXXXX X. XXXXXXXX, XXXXXXX X. XXXXXXXXXXX and XXXXXXXX X. XXXXX,
Trustees f/b/x Xxxxx Children, XXXXXXX X. XXXXXXXXXXX and XXXXXXXX X. XXXXXXXX,
Trustees f/b/x Xxxxxxxx Children, XXXXXXX X. XXXXXXXXXXX and XXXXXXXX XXXXXXX,
Trustees f/b/x Xxxxxxx Children, XXXXXXX X. XXXXXXXXXXX and XXXXXX X. XXXXXX,
TRUSTEES f/b/x Xxxxxx Children and XXXXXXX X. XXXXXXXXXXX and XXXXXX X. XXXXXXX,
Trustees f/b/x Xxxxxxx Children, as Class B Limited Partners, joined together to
form a limited partnership known as Greenspring Meridian Limited Partnership,
(the "Partnership"), the certificate and agreement of which were recorded with
the Maryland State Department of Assessments and Taxation on March 19, 1987 at
Liber F2904, folio 2253; and
WHEREAS, pursuant to a First Amendment to the Limited Partnership Agreement
and Certificate of Limited Partnership effective as of January 1, 1988 and
recorded with the Maryland State Department of Assessments and Taxation on June
6, 1998 at Liber F3030, folio, 1143, Meridian Healthcare Inc., was admitted to
the Partnership as a Class A Limited Partner; and
WHEREAS, pursuant to a First Amended and Restated Limited Partnership
Agreement and Certificate of Limited Partnership effective as of January 1, 1988
and recorded with the Maryland State Department of Assessments and Taxation on
June 8, 1988 at Liber 3032, folio 1343, Meridian Healthcare, Inc. withdrew as a
Class A Limited Partner and MNC Associates `87 Limited Partnership ("MNC
Associates `87") was admitted as a holder of a 5% Class A Limited Partnership
Interest and certain tax allocations were modified; and
WHEREAS, the First Amended and Restated Limited Partnership Agreement and
Certificate of Limited Partnership erroneously provided for the admission of MNC
Associates `87 as a Class A Limited Partner as of January 1, 1988, and the
intention of the parties was to admit MNC Associates `87 as of January 1, 1989;
and
WHEREAS, the changes made in the First Amended and Restated Limited
Partnership Agreement and Certificate of Limited Partnership in Article VI,
Allocations and Distributions to Partners, do not correctly reflect the
agreement and understanding of the parties; and
WHEREAS, by execution of this Second Amended and Restated Limited
Partnership Agreement and Certificate of Limited Partnership the undersigned
parties desire to correct the written Partnership Agreement so as to reflect the
understanding of the parties and restore Meridian Healthcare, Inc. as a holder
of a Class A Limited Partnership Interest through December 31, 1998, and admit
MNC Associates `87 as of January 1, 1989 and correct Article VI provisions to be
effective January 1, 1988; and
WHEREAS, Xxxxxxx X. Xxxxxxxxxxx, in his capacity as trustee of the above-
named trusts, warrants and represents that he has all necessary power and
authority to bind the said trusts without necessity of signature by the other
co-trustees named above.
NOW, THEREFORE, in consideration of the foregoing, of mutual promises of the
parties hereto, and of other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree to
continue the Partnership upon the following terms and conditions:
ARTICLE I
Name and Purpose of Partnership
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Section 1.1 Continuation
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The undersigned continue the Partnership as a limited partnership under the
Maryland Revised Uniform Limited Partnership Act, Title 10 of the Corporations
and Associations Article of the Annotate Code of Maryland.
Section 1.2 Name and Office
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The Partnership name shall be, and its business shall be conducted under the
name and style of, GREENSPRING MERIDIAN LIMITED PARTNERSHIP (the "Partnership").
The principal office of the Partnership shall be 000 Xxxxxxxxx Xxxxxx, Xxxxx
000, Xxxxxx, Xxxxxxxx 00000. The General Partner may at any time change the
location of such principal office and shall give due notice of any such change
to the Limited Partners.
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Section 1.3 Purpose
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The primary purpose of the Partnership shall be the ownership and the
operation of a nursing center in Baltimore County, Maryland (the "Project"), and
the conduct of any business or activity which the General Partner determines to
be necessary, incidental, desirable or convenient to carry out the Partnership's
business purposes.
Section 1.4 HUD Authorization
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In addition to the purposes of the Partnership as set forth herein, the
Partnership shall be specifically empowered and authorized to (i) apply for and
obtain from the Department of Housing and Urban Development (hereinafter
referred to as "HUD") contracts of mortgage insurance, interest subsidies, and
rent supplement payments pursuant to the National Housing Act, as amended,
Section 8 of the U.S. Housing Act of 1937, and (ii) enter into, with HUD, a
Regulatory Agreement governing the operation and maintenance of the Project as
set forth below. The Partnership, through its General Partner, shall have the
right to apply for and obtain from the Secretary of Housing and Urban
Development, acting by and through the Federal Housing Commissioner, a contract
or contracts of mortgage insurance pursuant to the provisions of Section 232 or
any other Section of the National Housing Act, as amended, covering bonds,
notes, and other evidences of indebtedness issued by the Partnership and any
indenture of mortgage or deed of trust securing the same. The Partnership is
authorized to execute a note or notes, and a mortgage or mortgages (the term
"mortgage" being hereby defined as to include "deed of trust") in order to
secure a loan or loans to be insured by the Secretary of Housing and Urban
Development and to execute one or more Regulatory Agreements and other documents
required by the Secretary of Housing and Urban Development, acting by and
through the Federal Housing Commissioner, in connection with such loan or loans.
Any incoming partner shall, as a condition of receiving an interest in the
Partnership, agree to be bound by the Regulatory Agreement and other documents
required in connection with the loan insured under the National Housing Act, as
amended, to the same extent and on the same terms as the other Partners of the
same class. Upon any dissolution of the Partnership, no title or right to
possession and control of the rental housing or nursing home project or
projects, and no right to collect the rents therefrom shall pass to any person
who is not bound by the Regulatory Agreement in a manner satisfactory to the
Secretary of Housing and Urban Development
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while any mortgage on partnership property is insured under the National Housing
Act, as amended. The General Partner is authorized and empowered, on behalf of
the Partnership, to negotiate, obtain and comply with such amendments of the
contract of mortgage insurance, mortgage, note, Regulatory Agreement, plans and
specifications, and related documents as may be acceptable to the Federal
Housing Administration. The aforesaid Regulatory Agreement shall be binding upon
the Partnership, its successors and assigns, so long as a mortgage on the
property of the Partnership, which is insured or held by HUD, is outstanding.
The Partnership shall comply in every respect with the Regulatory Agreement and
all applicable Federal, State and local statutes and regulations including
without limitation the HUD regulations applicable to a partnership mortgagor.
Any requirements imposed on the partnership mortgagor under the National Housing
Act and Regulatory Agreement, if inconsistent with any provision of this Limited
Partnership Agreement, shall be controlling and shall govern the rights and
obligations of the parties hereto. It is further agreed that the General Partner
shall be fully authorized to sign or act in any other appropriate manner,
without limitation, including agreements, certificates, resolutions, etc.,
related in any way to the closing for any FHA financing of the Project, By the
execution of this Limited Partnership agreement, each Partner agrees to be bound
by any Regulatory Agreements and other documents required in connection with the
mortgage loans insured under the National Housing Act, as amended.
Section 1.5 Applications, permits and approvals
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The Partnership is hereby authorized to make application for certificates of
need, licenses, zoning and subdivision approvals, building permits and any other
permits or approvals required under federal, state or local laws applicable to
the Project to authorize the acquisition, construction and operation of the
Project. Any and all acts taken on behalf of the Partnership in furtherance of
obtaining such approvals are hereby ratified, confirmed and approved.
ARTICLE II
Partners' Capital
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Section 2.1 General Partner
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The General Partner shall contribute to the Partnership as its capital
contribution the amount set forth on Schedule I.
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Section 2.2 Limited Partners
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The Limited Partners shall each contribute to the Partnership as their
capital contributions the amounts set forth on Schedule I.
Section 2.3 Partnership Capital
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The capital of the Partnership shall be the amounts contributed by the
General Partner and Limited Partners.
Section 2.4 Interest on Capital
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No interest shall be paid on any capital contribution to the Partnership.
Section 2.5 Withdrawal of Capital
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No Limited Partner shall have the right to withdraw his capital contributed
to the Partnership until the Partnership is dissolved and terminated or until
the Limited Partners shall withdraw from the Partnership and no longer be a
Limited Partner as provided herein. No Limited Partner shall have any right to
receive any funds or property of the Partnership except as may be specifically
provided in this Agreement.
Section 2.6 Loan by Partners
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If any Partner shall loan any monies to the Partnership, the amount of any
such loan shall not be an increase in his share of the distributions of the
Partnership; but the amount of any such loan shall be an obligation of the
Partnership to such Partner, and shall be repaid with interest and on such terms
as the General Partner shall determine.
Section 2.7 Liability of Limited Partners
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No Limited Partner shall be personally liable for any liabilities,
contracts, or obligations of the Partnership. A Limited Partner's liability is
limited to the amount of capital contributions made or required to be made by
any such Limited Partner pursuant to this Agreement. After his capital
contributions have been made no Limited Partner shall be required to make any
further capital contributions or lend any funds to the Partnership except as
otherwise required by Section 6.5B hereof or by the Revised Uniform Limited
Partnership Act of the State of Maryland. The General Partner shall not have any
personal liability for the repayment of the capital contribution of any Limited
Partner.
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Section 2.8 Extraordinary Contributions
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If the Partnership has at any time a liability arising out of a tort or a
liability which is not customarily incurred by the Partnership in the ordinary
course of the Partnership's business and which cannot be satisfied from Net Cash
Flow or net proceeds from a Capital Transaction, such liability shall be solely
the liability of the General Partner to the extent the assets of the Partnership
are insufficient to pay such liability. In such cases, the General Partner shall
make an Extraordinary Contribution to the Partnership, as soon as practicable,
in an amount sufficient to satisfy such liability. Notwithstanding the
provisions of Article VI, all losses of the Partnership which are funded by
Extraordinary Contributions shall be allocated to the General Partner.
ARTICLE III
Rights, Powers and Duties of General Partner
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Section 3.1 Authorized Acts
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Subject to the provisions of this Agreement, the General Partner for, in the
name and on behalf of the Partnership is hereby authorized:
(i) To acquire by purchase, lease or otherwise any interest in real or
personal property or in any other partnership, corporation or other business
entity which may be necessary, convenient or incidental to the accomplishment of
the purposes of the Partnership.
(ii) To construct, rehabilitate, demolish, rebuild, repair, operate,
maintain, finance and improve, and to own, sell, convey, assign, mortgage or
lease any or all of the real estate and any personal property necessary,
convenient or incidental to the accomplishment of the purposes of the
Partnership.
(iii) To borrow money and issue evidences of indebtedness in furtherance of
any or all of the purposes of the Partnership and to secure the same by
mortgage, pledge or other lien on any assets of the Partnership.
(iv) To prepay in whole or in part, refinance, recast, increase, modify or
extend any mortgages affecting the assets of the Partnership and in connection
therewith to execute any extension, renewals or modifications of any such
mortgages on the assets of the Partnership.
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(v) To employ a management company, including a company owned wholly or
partially by any one or more affiliated persons, or who is a General Partner or
an affiliate of a General Partner, to manage the assets of the Partnership and
to pay reasonable compensation for such services, provided the General Partners
(if more than one) shall act unanimously in connection therewith.
(vi) To execute any note, mortgage and/or loan agreement in order to secure
a loan to the Partnership.
(vii) To enter into any kind of activity and to perform and carry out
contracts of any kind necessary to or in connection with, or incidental to the
acomplishment of the purposes of the Partnership, so long as said activities and
contracts may be lawfully carried on or performed by a partnership under the
laws of the State of Maryland.
Section 3.2 Management of Partnership Business
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The business and affairs of the Partnership shall be managed by the General
Partner who shall devote such of its time and services as the General Partner in
its absolute discretion deems necessary. To the extent permitted by the
applicable law of the State of Maryland, the General Partner shall possess and
enjoy all the rights and powers of partners in a partnership without limited
partners. Each of the partners hereby agrees that any Partner may engage in
and/or possess an interest in other business ventures of every nature and
description, independently or with others, including, but not limited to, the
ownership, financing, leasing, operation, management and development of real
property. The General Partner shall be reimbursed by the Partnership for all
expenses incurred by it in connection with the business of the Partnership.
Section 3.3 Business Control
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No Limited Partner shall participate in or have any control over the
Partnership business. The Limited Partners hereby consent to the exercise by the
General Partner of the powers conferred on it by this Agreement and to the
employment, when and if in the discretion of the General Partner the same is
deemed necessary or advisable, of such brokers, agents or attorneys as the
General Partner may determine (notwithstanding that any parties to this
Agreement may have an interest in, or be one of, such brokers, agents or
attorneys). No Limited Partner shall have any authority or right to act for or
bind the Partnership.
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Section 3.4 Transfer or Withdrawal by General Partner
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(a) A General Partner may not withdraw from the Partnership or sell,
transfer or assign his interest as General Partner without the prior consent of
a majority in interest of the limited Partners and then only upon compliance
with the provisions in Section 3.4(c).
(b) In the event that a General Partner withdraws from the Partnership or
sells, transfers or assigns his entire interest pursuant to Section 3.4(a), he
shall be and shall remain liable for all obligations and liabilities incurred by
him as General Partner before such withdrawal, sale, transfer or assignment
shall have become effective, but shall be free of any obligation or liability
incurred on account of the activities of the Partnership from and after the time
of such withdrawal, sale, transfer or assignment shall have become effective.
(c) A General Partner may withdraw from the Partnership pursuant to Section
3.4(a) only upon meeting the following further requirements:
(i) the accountants for the Partnership shall deliver to the Partnership
their opinion that any substitute General Partner(s) has (have) sufficient net
worth and meet(s) all other published requirements of the Internal Revenue
Service necessary to assure that the Partnership will continue to be classified
as a partnership for federal income tax purposes;
(ii) counsel for the Partnership shall have rendered an opinion that the
withdrawal of the General Partner is in conformity with the Revised Uniform
Limited Partnership Act of the State of Maryland and that none of the actions
taken in connection with such withdrawal will cause the terminatation or
dissolution of the Partnership or will cause it to be classified other than as a
partnership for federal income tax purposes; and
(iii) admission of a substitute General Partner who satisfies the
requirements of Section 3.5.
(d) The General Partner may at any time designate additional persons to be
General Partners, whose interest in the Partnership shall be such as agreed upon
by the General Partner and such Additional General Partner, provided that the
interest of the Limited Partners shall not be affected thereby. Such additional
persons shall become successor or Additional General Partners only upon meeting
the conditions provided in Section 3.5.
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Section 3.5 Admission of a Successor or Additional General Partner
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A person shall be admitted as a General Partner of the Partnership only if
the following terms and conditions are satisfied:
(a) The admission of such persons shall have been consented to by the
General Partner and by such number of Limited Partners as are then required
under the Revised Uniform Limited Partnership Act of the State of Maryland to
consent to ratify admission of a General Partner, but in any event, such
admission shall have been consented to by not less than a majority in interest
of the Limited Partners (including both Class A and Class B Limited Partners);
(b) The successor and additional person shall have accepted and agreed to be
bound by all the terms and provisions of this Agreement, by executing such
documents or instruments that may be required or appropriate to effect the
admission of such person as a General Partner and such documents shall have been
filed for recordation and all other actions required in connection with such
admission shall have been performed;
(c) If a successor or additional person is a corporation, it shall have
provided the Partnership with evidence satisfactory to counsel for the
Partnership of its authority to become a General Partner and to be bound by the
terms and provisions of this Agreement; and
(d) Counsel for the Partnership shall render an opinion that the admission
of the successor or additional person is in conformity with the Revised Uniform
Limited partnership Act of the state of Maryland and that none of the actions
taken in connection with the admission of the successor person will cause the
termination or dissolution of the Partnership, or will impair the limited
liability of the Limited Partners, or will cause it to be classified other than
as a partnership for federal income tax purposes under the rules and regulations
of the Internal Revenue Service promulgated at that time.
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Section 3.6 Liability of General Partner to Limited Partners
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The General Partner shall not be liable, responsible or accountable in
damages or otherwise to any Limited Partner for any act performed by it within
the scope of the authority conferred on it by this Agreement, except for acts of
malfeasance or gross negligence.
Section 3.7 Indemnification
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The Partnership shall indemnify and save harmless the General Partner
against any claims or liability incurred by it provided that the acts or
omissions giving rise to such claims or liabilities were performed in good faith
in the belief that it was acting within the scope of its authority under this
Agreement. Nothing contained in this paragraph shall be construed as imposing
any liability on any Limited Partner.
ARTICLE IV
Section 4.1 Term and Dissolution
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The Partnership shall continue in full force and effect until December 31,
2036 (or as otherwise provided by law), except that the Partnership shall be
dissolved prior to such date upon the happening of any of the following events:
(a) The sale or other disposition of all or substantially all the assets of
the Partnership; or
(b) The death, insanity, bankruptcy or retirement of a General Partner if no
General Partner remains or none of the remaining General Partners (if any)
elects to continue the Partnership; or
(c) The election to dissolve the Partnership made in writing by the Partners
whose total percentage of Partnership interests represent at least 79.2% of the
percentage interests of all of the Partners.
The term of the Partnership may not be extended without the prior written
approval of all Partners.
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ARTICLE V
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Transferability of Limited Partner Interests
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Section 5.1 Withdrawal or Retirement
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No Class A or Class B Limited Partner may withdraw or retire from the
Partnership, or receive a return of his or its contributions, without the
consent of the General Partner; provided, however, that a Class B Limited
partnership interest which is held by a family trust as permitted by Section 5.2
shall not be bound by this provision.
Section 5.2 Assignability by Limited Partners
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(a) No Class A or Class B Limited Partner may assign or dispose of his or
its interest without first (i) offering the Partnership an opportunity to
purchase such interest upon the identical terms to be offered to any other
proposed assignor, purchaser or other transferee, and (ii) obtaining the prior
written consent of the General Partner, except that any Limited Partner may
transfer or dispose of all or any part of his Partnership Interest during his
lifetime for value or as a gift or by inter vivos trust, or, otherwise, to or
for the benefit of his immediate family. "Immediate family" is hereby defined to
mean such Partner's spouse, children, grandchildren, sisters, brothers, father,
mother, father-in-law or mother-in-law. The transferee of such a Partnership
Interest, including a beneficial holder for a transferee, shall hold the
interest as a Class B Limited Partner subject to all of the terms and provisions
of this Agreement. Notwithstanding the first sentence of this subsection 5.2(a),
a Class B Limited Partner which is a family trust may sell, assign, or transfer
his or its interest without restriction, provided that the transferee shall be
bound by all the terms and conditions of this Agreement, including any amendment
hereto.
(b) Notwithstanding Paragraph (a), an individual Class A or Class B Limited
Partner may, by written instrument, designate any person (including a corporate
trustee) to become the assignee of all of his interest, as a Limited Partner,
immediately upon his death. Such an assignee if he shall then be living, shall
become a Substitute Class A or Class B Limited Partner immediately upon the
assignor's death without requirement of any action on the part of the legal
representative of the assignor Partner; and such legal representative and the
estate of such deceased Partner shall have no interest whatsoever in the
Partnership; provided, however, that the estate of the deceased Partner shall
remain liable for the liabilities of the deceased Partner to the Partnership.
Any such designation must be filed with the General Partner during such
Partner's lifetime. Such designation may be revoked from time to time and a new
such designation made and filed with the General Partner. The Partnership need
not recognize such designated assignee as a Substitute Class A or Class B
Limited Partner until (i) duly notified in writing of the death of the assignor
Partner and (ii) furnished with a legal opinion acceptable to the General
Partner to the effect that such designation is valid under the applicable laws
of testate and intestate succession.
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Section 5.3 Amended Agreement and Certificate
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Any transfer or change of any Partner's interest in the Partnership must be
reflected in an appropriate amendment to the Partnership Agreement and
Certificate of Limited Partnership.
ARTICLE VI
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Allocations and Distributions to Partners
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Section 6.1 Allocation of Net Income and Net Losses and Cash
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Distributions from Normal Operations.
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(a) For purposes of this Agreement, "net income" and "net losses" shall mean
the taxable income and losses as determined in accordance with the accounting
methods followed by the Partnership for Federal income tax purposes. Net income
or net losses shall not include any gain or loss realized by the Partnership
from a "Capital Transaction" as defined in Section 6.3.
(b) For purposes of this Agreement and federal and state income tax
purposes, all net income and net losses of the Partnership for each calendar
year or fraction of a calendar year shall be allocated and credited or charged
as the case may be, as follows;
(1) The net income for each year shall be allocated and credited to the
capital accounts of all of the Partners.
(2) Net losses for each year shall be allocated and charged to the capital
accounts of all the Partners.
(c) For all purposes of this Agreement, the amount of any item to be
credited or charged to the capital accounts of, or the amount of any item to be
distributed to, the General Partners or any class of Limited Partners or all of
the Partners, or any grouping of Partners as the case may be, shall be credited,
charged or distributed, as the case may be, in proportion to the respective
Partnership Interests of such Partners, as shown on Schedule I.
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(d) For the purposes of this Agreement, in the event of the transfer of all
or any part of a Partnership Interest (in accordance with the provisions of this
Agreement) at any time other than the end of a Partnership accounting year, the
distributive share of the net income and net losses of the Partnership in
respect of the Partnership Interest so transferred shall be allocated between
the transferor and the transferee in the same ratio as the number of days in
such Partnership accounting year before and after such transfer, except that the
provisions of this sentence shall not be applicable to a gain or loss arising
from a Capital Transaction. Gain or loss from any such Capital Transaction shall
be allocated on the basis of Partnership Interests on the date the gain is
realized or the loss incurred, as the case may be.
Section 6.2 Distribution of Net Cash Flow
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(a) For all purposes of this Agreement, the term "Net Cash Flow" for any
calendar year or fraction of a calendar year, shall mean the excess, if any, of
(1) the sum of (A) the net income of the Partnership for such calendar year or
fraction thereof, plus (B) any funds previously set aside as reserves by the
General Partner to the extent that it no longer reasonably regards such reserves
as necessary in the efficient control of the Partnership business, over (2) the
sum of (A) all amounts payable in such calendar year or fraction thereof on
account of the amortization (i.e. principal payments) of any debts of the
Partnership (including, without limitation loans secured by mortgages on the
Project) other than repayments out of the proceeds of any Capital Transaction
(as defined in Section 6.3), plus (B) the amount of any funds set aside as
reserves or used for capital expenditures by the General Partner plus (C) any
other cash expenditures which have not been deducted in determining net income
of the Partnership.
(b) Net Cash Flow shall not include the net proceeds from any Capital
Transaction.
(c) The Net Cash Flow of the Partnership for each calendar year or fraction
thereof shall be distributed to the Partners in proportion to their respective
Partnership Interests as shown on Schedule I.
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Section 6.3 Distribution of Proceeds from a Capital Transaction
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Except as may be required by Section 6.6, the net proceeds resulting from
the refinancing, sale, exchange, condemnation, casualty, or other disposition of
any of the Partnership's assets or property (a "Capital Transaction") shall be
distributed and applied in the following order of priority;
(a) to the payment of debts and liabilities of the Partnership (including
all expenses of the Partnership incident to any such sale or refinancing of the
Partnership assets being sold or refinanced) other than loans or other debts and
liabilities of the Partnership to Partners;
(b) to the setting up of any reserves which the General Partner, or the
liquidator if the Partnership is being dissolved, deems reasonably necessary for
contingent, unmatured or unforeseen liabilities or obligations of the
Partnership;
(c) to the repayment of any unrepaid loans theretofore made by the Partners
to the Partnership and to the payment of any unpaid amounts owing to the General
Partner under this Agreement;
(d) an amount equal to $513,333 (inflated at 8% per annum from January 1,
1988 until the date of a Capital Transaction) shall be distributed in equal
shares to Xxxxxxx X. Xxxxx, Xx., Xxxx X. Xxxxxxx and Xxxxx X. Xxxxxx;
(e) to the Partners in the aggregate amount of their Capital Contributions
reduced by all prior distributions made to them pursuant to this paragraph (e);
and
(f) the remainder of such proceeds, to the Partners in proportion to their
respective Partnership Interests, as shown on Schedule I.
Section 6.4 Allocation of Gains and Losses from a Capital Transaction.
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All gains and losses from a Capital Transaction shall be allocated in the
following manner.
A. All gains shall be allocated as follows:
(i) First, an amount equal to the amount distributed in Section 6.3(d)
shall be allocated in equal shares to Xxxxxxx X. Xxxxx, Xx., Xxxx X. Xxxxxxx and
Xxxxx X. Xxxxxx;
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(ii) Second, after the allocation pursuant to Section 6.4(A)(i) and after
the distribution in 6.3(d), gains shall be allocated among the Partners with
negative balances in their Capital Accounts in proportion to such balances until
the Capital Account of each partner is increased to zero;
(iii) Third, to each Partner who has received or will receive a
distribution out of the proceeds of such Capital Transaction pursuant to Section
6.3(e), an amount of gain equal to the excess of the distribution over the
positive balances in the Capital Accounts of the Partners (determined after the
allocation is Section 6.4(A)(ii)), in proportion to the respective amounts of
such excess; and
(iv) Fourth, gain in excess of amounts allocated under subsections (i),
(ii) and (iii) above shall be allocated to the Partners in accordance with their
Partnership Interests as set forth on Schedule I.
B. All losses shall be allocated as follows:
(i) First, an amount of loss equal to the amount by which the aggregate
amount of the Capital Accounts for all Partners exceeds the total capital
contributions of all Partners shall be allocated in the ratio that each
Partner's individual excess balance in his Capital Account bears to the
aggregate excess balances of all Partners;
(ii) Second, the remainder of the loans shall be allocated among the
Partners with positive Capital Accounts, after giving effect to allocations
under Section 6.4B (i), by allocating an amount of loss to each such Partner
which bears the same ratio to the total loss to be allocated under this Section
6.4B (ii) as the positive Capital Account of such Partner bears to the sum of
the positive Capital Accounts of all Partners; and
(iii) Third, the amount of loss that remains after the allocations under
the preceding subsections (i) and (ii) shall be allocated to the Partners in
accordance with their respective Partnership Interests as set forth on Schedule
I.
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Section 6.5 Capital Accounts
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A. A separate Capital Account shall be maintained and adjusted for each
Partner. There shall be credited to each Partner's Capital Account the amount of
his Capital Contribution and such Partner's distributive share of the profits
for tax purposes of the Partnership; and there shall be charged against each
Partner's Capital Account the amount of all net cash flow distributed to such
Partner, the net proceeds resulting from the liquidation of the Partnership's
assets or from any sale or refinancing of a Project distributed to such Partner,
and such Partner's distributive share of the losses for tax purposes of the
Partnership. Otherwise, each Partner's Capital Account shall be determined,
maintained and adjusted in accordance with the Treasury Regulations issued
pursuant to Section 704(b) of the Code, and, in particular, the capital account
provisions of Treasury Regulation ss1.704-1(b)(2)(iv). In the event of any
transfer of an interest in the Partnership, the transferee shall succeed to the
capital account of the transferor in respect of the interest transferred.
B. In the event that a Partner's Interest in the Partnership is liquidated
within the meaning of Treasury Regulation ss1.704(b)(2)(ii)(g) and if, following
the liquidation, such Partner has a deficit balance in its Capital Account after
giving effect to all Capital Account adjustments though the Partnership's
taxable year in which such liquidation occurs (other than adjustments made
pursuant to this Section 6.5.B), then such Partner shall be unconditionally
obligated to contribute to the capital of the Partnership, by the end of the
Partnership's taxable year during which such liquidation occurs or, if later,
within ninety (90) days after the date of liquidation, an amount equal to the
deficit balance in his Capital Account, which amount shall be paid to creditors
of the Partnership or distributed to other Partners in accordance with their
positive Capital Account balances and the provisions of Section 6.6 of this
Agreement.
Section 6.6 Liquidation Proceeds
----------- --------------------
It is the intent of the Partners that, upon liquidation of the Partnership,
any liquidation proceeds available for distribution to the Partners be
distributed in accordance with the Partner's respective Capital Account balances
and the Partner's believe that distributions under Section 6.3 will effectuate
such intent.
Section 6.7 Political Contributions
----------- -----------------------
All political contributions made by the Partnership shall be deemed to be
made solely from the individual Limited Partners. No benefit is intended to
inure in any way to the General Partner or any related trust. Further, the
benefits of political deductions shall be allocated ratably for all Limited
Partners regardless of their respective ownership.
-16-
ARTICLE VII
------------
Books and Records: Accounting, Tax Elections, etc.
--------------------------------------------------
Section 7.1 Books and Records
----------- -----------------
The books and records of the Partnership shall be maintained by the General
Partner and shall be available for examination by any Partner, or his fully
authorized representatives, during reqular business hours. The Partnership may
provide such financial or other statements to the Partners as the General
Partner in its discretion deems advisable.
Section 7.2 Bank Accounts
----------- -------------
The bank accounts of the Partnership shall be maintained in such banking
institutions as the General Partner shall determine, and withdrawals shall be
made on such signature(s) as the General Partner may determine.
Section 7.3 Tax Returns; Elections
----------- ----------------------
As soon as practicable after the end of each calendar year, the General
Partner shall mail to each Partner sufficient information with respect to the
Partnership necessary for the preparation of such Partner's Federal income tax
return.
Section 7.4 Fiscal Year; Method of Accounting.
----------- ----------------------------------
The determination of the fiscal year and the method of accounting to be
used in keeping the books of the Partnership shall be made by the General
Partner.
ARTICLE VIII
------------
General Provisions
------------------
Section 8.1 Notices
----------- -------
Any and all notices called for under this Agreement shall be deemed
adequately given only if in writing and delivered in person, or sent by
registered or certified mail, postage prepaid, to the party or parties for whom
such notices are intended.
All such notices sent by registered or certified mail, in order to be
effective, shall be addressed to the following addresses, or such other address
as may be indicated by each Partner:
-17-
Name Address
---- --------
Meridian Healthcare, Inc. 000 Xxxxxxxxx Xxxxxx
Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Xxxxxxx X. Xxxxx, Xx. 000 Xxxx Xxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
Xxxxxx X. Xxxxxxxx 0000 Xxxxxxxxxx Xxx
Xxxxxxx, Xxxxxxxx [o]
Xxxx X. Xxxxxxx 000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
Xxxxx X. Xxxxxx 0000 Xxxxx Xxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
Xxxxxx X. Xxxxxxx 0000 Xxxxxxxxx Xxxx
Xxxxxxxxx, Xxxxxxxx 00000
MNC Associates '87 000 Xxxxxxxxx Xxxxxx
Limited Partnership Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Xxxxxxx X. Xxxxxxxxxxx 00 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Any other Trustee c/o Xxxxxxx X. Xxxxxxxxxxx
00 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
Section 8.2 Binding Provisions
----------- ------------------
The covenants and agreements contained herein shall be binding upon and
inure to the benefit of the heirs, executors, administrators, successors and
assigns of the respective parties hereto.
Section 8.3 Separability of Provisions
----------- ---------------------------
Each provision of this Agreement shall be considered separable and if for
any reasons any provision or provisions herein are determined to be invalid and
contrary to any existing or future law, such invalidity shall not impair the
operation of or affect any other provisions of this Agreement.
Section 8.4 Paragraph Titles
----------- ----------------
Paragraph titles are for descriptive purposes only and shall not control
or alter the meaning of this Agreement as set forth in the text.
-18-
Section 8.5 Amendments
----------- ----------
This Agreement may be amended in any respect only by the unanimous written
consent of the Partners.
Section 8.6 Resident Agent
----------- --------------
The Resident agent shall be Meridian Healthcare, Inc., 000 Xxxxxxxxx
Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000
WITNESS the execution hereof under seal as of the day and year first above
written.
GENERAL PARTNER: CLASS A LIMITED PARTNERS
MERIDIAN HEALTHCARE, INC.
By: /s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxx, Xx.
----------------------------- ------------------------------
Xxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxx, Xx.
Executive Vice President
/s/ Xxxxxx X. Xxxxxxxx
-------------------------------
Xxxxxx X. Xxxxxxxx
WITHDRAWING
CLASS A LIMITED PARTNER
AS OF JANUARY 1, 1989
MERIDIAN HEALTHCARE, INC. /s/ Xxxx X. Xxxxxxx
--------------------------------
Xxxx X. Xxxxxxx
By: /s/ Xxxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxx
----------------------------- --------------------------------
Xxxxxx X. Xxxxxxx, Xxxxx X. Xxxxxx
Executive Vice President
/s/ Xxxxxx X. Xxxxxxx
--------------------------------
Xxxxxx X. Xxxxxxx
ADDITIONAL CLASS A LIMITED
PARTNER AS OF JANUARY 1, 1989
MNC ASSOCIATES '87 LIMITED
PARTNERSHIP
By: Meridian Healthcare, Inc. CLASS B LIMITED PARTNERS:
General Partner
By: /s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxx X. Xxxxxxxx
------------------------------ ---------------------------------
Xxxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxxx
Executive Vice President
-19-
/s/ Xxxxxxx X. Xxxxxxxxxxx
----------------------------------
Xxxxxxx X. Xxxxxxxxxxx,
Trustee under a Trust
Agreement dated June 11, 1986
f/b/x Xxxxx Children
/s/ Xxxxxxx X. Xxxxxxxxxxx
----------------------------------
Xxxxxxx X. Xxxxxxxxxxx,
Trustee under a Trust
Agreement dated June 4, 1986
f/b/x Xxxxxxxx Children
/s/ Xxxxxxx X. Xxxxxxxxxxx
----------------------------------
Xxxxxxx X. Xxxxxxxxxxx,
Trustee under a Trust
Agreement dated November 21,
1986 f/b/x Xxxxxxx Children
/s/ Xxxxxxx X. Xxxxxxxxxxx
----------------------------------
Xxxxxxx X. Xxxxxxxxxxx,
Trustee under a Trust
Agreement dated December 19,
1985 f/b/x Xxxxxx Children
/s/ Xxxxxxx X. Xxxxxxxxxxx
----------------------------------
Xxxxxxx X. Xxxxxxxxxxx,
Trustee under a Trust
Agreement dated August 1, 1986
f/b/x Xxxxxxx Children
-20-
GREENSPRING MERIDIAN LIMITED PARTNERSHIP
SCHEDULE I
----------
as of January 1, 1989
Capital Partnership
Partner Status Contributions Interests
-------- ------ ------------- -----------
Meridian Healthcare, Inc. General Partner $ 100 1%
Xxxxxxx X. Xxxxx, Xx. Class A Limited Partner $ 50 8.90%
Xxxxxx X. Xxxxxxxx Class A Limited Partner $ 50 8.90%
Xxxx X. Xxxxxxx Class A Limited Partner $ 50 8.90%
Xxxxx X. Xxxxxx Class A Limited Partner $ 50 8.90%
Xxxxxx X. Xxxxxxx Class A Limited Partner $ 50 8.90%
MNC Asscociates '87 Class A Limited Partner $ 50 5.00%
Limited Partnership
Xxxxxx X. Xxxxxxxx Class B Limited Partner $ 10 1.98%
Xxxxxxx X. Xxxxxxxxxxx Class B Limited Partner $ 10 9.90%
and Xxxxxxxx X. Xxxxx,
Trustees f/b/x
Xxxxx Children
Xxxxxxx X. Xxxxxxxxxxx Class B Limited Partner $ 10 7.92%
and Xxxxxxxx X. Xxxxxxxx,
Trustees f/b/x
Xxxxxxxx Children
Xxxxxxx X. Xxxxxxxxxxx Class B Limited Partner $ 10 9.90%
and Xxxxxxxx Xxxxxxx,
Trustees f/b/x
Xxxxxxx Children
Xxxxxxx X. Xxxxxxxxxxx Class B Limited Partner $ 10 9.90%
and Xxxxxx X. Xxxxxx,
Trustees f/b/x
Xxxxxx Children
Xxxxxxx X. Xxxxxxxxxxx Class B Limited Partner $ 10 9.90%
and Xxxxxx X. Xxxxxxx,
Trustees f/b/x
Xxxxxxx Children
----- ------
TOTAL $460. 100.00
-21-
GREENSPRING MERIDIAN LIMITED PARTNERSHIP
FIRST AMENDMENT TO THE
SECOND AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
AND
CERTIFICATE OF LIMITED PARTNERSHIP
----------------------------------
THIS FIRST AMENDMENT to the Second Amended and Restated Limited
Partnership Agreement and Certificate of Limited Partnership is entered into
effective as of __ day of November, 1993, by and among the undersigned persons
designated as General Partners and Limited Partners, respectively.
WITNESSETH THAT:
----------------
WHEREAS, Greenspring Meridian Limited Partnership, a Maryland limited
partnership (hereinafter referred to as the "Partnership"), was formed pursuant
to a partnership agreement effective as of January 1, 1987, the certificate and
agreement of which were recorded with the Maryland State Department of
Assessments and Taxation on March 19, 1987 at Liber F2904, folio 2253
(hereinafter referred to as the "Partnership Agreement"); and
WHEREAS, pursuant to a First Amendment to the Limited Partnership
Agreement and Certificate of Limited Partnership recorded with the Maryland
State Department of Assessments and Taxation on June 6, 1988 at Liber F3030,
folio 1143, Meridian Healthcare, Inc. ("MHC") was admitted as Class A Limited
Partner of the Partnership; and
WHEREAS, pursuant to a First Amended and Restated Limited Partnership
Agreement and Certificate of Limited Partnership recorded with the Maryland
State Department of Assessments and Taxation on June 8, 1988, at Liber F3032,
folio 1343, MHC withdrew as a Class A Limited Partner and MNC Associates '87
Limited Partnership ("MNC Associates") was admitted as a Class A Limited
Partner; and
WHEREAS, pursuant to a Second Amended and Restated Limited Partnership
Agreement and Certificate of Limited Partnership effective as of January 1, 1988
and recorded with the Maryland State Department of Assessments and Taxation on
April 13, 1989, the Partnership Agreement was amended to correct certain
provisions of the Partnership Agreement; and
WHEREAS, Meridian Associates '87 Limited Partnership assigned its 5%
limited partnership interest to Meridian Inc. ("MI") pursuant to an Assignment
of Partnership Interests effective as of October 31, 1993; and
WHEREAS, pursuant to a subsequent Assignment of Partnership Interests, the
remaining limited partners assigned all of their partnership interests to MI;
and
WHEREAS, the parties to the Partnership Agreement desire to amend the
Partnership Agreement to reflect changes in the composition and partnership
interests of the Partnership and to correct the Partnership Agreement to reflect
the understanding of the parties.
NOW, THEREFORE, in consideration of the foregoing, of mutual promises of
the parties hereto, and of other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Each of the undersigned limited partners has transferred and assigned,
or caused the transfer and assignment of, their Partnership Interests to MI.
2. Schedule I of the Partnership Agreement is amended to read as follows:
GREENSPRING MERIDIAN LIMITED PARTNERSHIP
SCHEDULE I
----------
Capital Partnership
Partner Status Contributions Interests
------- ------ ------------- -----------
Meridian Healthcare, Inc. General Partner $100 1.00%
Meridian Inc. Class A Limited Partner $300 49.5%
Meridian Inc. Class B Limited Partner $ 60 49.5%
3. The Partnership Agreement is otherwise ratified and confirmed in all
other respects. If there are any conflicts between the terms of the Partnership
Agreement and this Amendment, then and in such event this Amendment shall
control.
4. This instrument may be executed in one or more counterparts, each of
which shall be an original and all of which shall together constitute one and
the same instrument.
-2-
IN WITNESS WHEREOF, the undersigned persons have executed this Agreement
as of the date and year first written above.
GENERAL PARTNER CLASS A LIMITED PARTNERS
MERIDIAN HEALTHCARE, INC.
By: /s/ [graphic of signature] /s/ Xxxxxxx X. Xxxxx, Xx.
----------------------------- ------------------------------------------
Xxxxxxx X. Xxxxx, Xx.
/s/ Xxxxxx X. Xxxxxxxx
------------------------------------------
Xxxxxx X. Xxxxxxxx
/s/ Xxxx X. Xxxxxxx
------------------------------------------
Xxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxx
------------------------------------------
Xxxxx X. Xxxxxx
/s/ Xxxxxx X. Xxxxxxx
------------------------------------------
Xxxxxx X. Xxxxxxx
MNC ASSOCIATES '87
LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc., General Partner
By: /s/ [graphic of signature]
------------------------------------------
-3-
CLASS B LIMITED PARTNERS:
/s/ Xxxxxx X. Xxxxxxxx
------------------------
Xxxxxx X. Xxxxxxxx
/s/ Xxxxxxx X. Xxxxxxxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxxxxxxx,
Trustee under a Trust
Agreement dated June 11, 1986
f/b/x Xxxxx Children
/s/ Xxxxxxx X. Xxxxxxxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxxxxxxx,
Trustee under a Trust
Agreement dated June 4, 1986
f/b/x Xxxxxxxx Children
/s/ Xxxxxxx X. Xxxxxxxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxxxxxxx,
Trustee under a Trust
Agreement dated November 21,
1986 f/b/x Xxxxxxx Children
/s/ Xxxxxxx X. Xxxxxxxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxxxxxxx,
Trustee under a Trust
Agreement dated December 19,
1985 f/b/x Xxxxxx Children
/s/ Xxxxxxx X. Xxxxxxxxxxx
------------------------------------------
Xxxxxxx X. Xxxxxxxxxxx,
Trustee under a Trust
Agreement dated August 1, 1986
f/b/x Xxxxxxx Children
-4-
CERTIFIED COPY OF RESOLUTION OF BOARD OF DIRECTORS
FOR CHANGE OF REGISTERED AGENT
I, Xxx X. Xxxxxxxxx, do hereby certify that I am the duly elected, qualified
and acting secretary of Greenspring Meridian Limited Partnership, a limited
partnership formed and existing under the laws of the State of Maryland, and
that at a meeting of the partners of said partnership held on the 10th day of
May, 1999, the following resolution was adopted, which said resolution remain in
full force and effect:
"The name and address of the registered agent shall change from:
Meridian Healthcare, Inc.
000 Xxxxxxxxx Xxx, Xxxxx 000
Xxxxxx, XX 00000
To: The Corporation Trust Incorporated
000 X. Xxxxxxx Xxxxxx
Xxxxxxxxx XX 00000"
/s/ Xxx X. Xxxxxxxxx
-----------------------------------
Xxx X. Xxxxxxxxx
Secretary-Meridian Healthcare, Inc.
(CORPORATE SEAL)
STATE OF MARYLAND
-----------------
I hereby certify that this is a true and complete copy of the ___3____ page
document on file in this office. DATED:_______9-30-03 STATE DEPARTMENT OF
ASSESSMENTS AND TAXATION
By: /s/ [graphic of signature]
-------------------------------
Custodian
This stamp replaces our previous certification system. Effective: 6/95
I HEREBY CONSENT TO ACT AS RESIDENT AGENT IN MARYLAND FOR THE ENTITY NAMED
IN THE ATTACHED INSTRUMENT.
The Corporation Trust Incorporated
by:
/s/ Xxxxx X. Xxxxxx
----------------------------------
SIGNATURE
XXXXX X. XXXXXX
Special Assistant Secretary
----------------------------------
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