LIMITED LIABILITY COMPANY AGREEMENT OF HOBBS MEDCO, LLC
EXHIBIT 3.264
This Limited Liability Company Agreement of Xxxxx Medco, LLC, effective as of February 3, 1999
(this “Agreement”), is entered into by Xxxxx Community Hospital, Inc., as the sole member (the
“Member”).
WHEREAS, the Member desires to form a limited liability company under and subject to the laws of
the State of Delaware for the purpose described below; and
WHEREAS, the Member desires to enter into this Agreement to define formally and express the terms
of such limited liability company and its rights and obligations with respect thereto.
NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for other
good and valuable consideration, the Member hereby forms a limited liability 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”), and hereby agrees as follows:
1. Name. The name of the limited liability company formed hereby is Xxxxx Medco, LLC (the
“Company”).
2. Purpose. The Company is formed for 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 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
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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. Xxxx
X. Xxxxxx XX is hereby designated as an 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. 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. Xxxxxxx
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President | |
Xxxxxxx X. Xxxxxxx
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Senior Vice President and Treasurer | |
Xxxxxxx X. Xxxxxx
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Vice President and Secretary | |
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 Loses. 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.
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 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.
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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 certificate(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. Amendment. This Agreement may be amended from time to time with the consent of the Member.
17. 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 Limited Liability Company Agreement on the
15th day of April 1999.
XXXXX COMMUNITY HOSPITAL, INC.
By: /s/R. Xxxxxx Xxxxxxx
R. Xxxxxx Xxxxxxx
Vice President
R. Xxxxxx Xxxxxxx
Vice President
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SCHEDULE A
Member and
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Capital | Limited Liability | ||
Business Address
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Contribution | Company Interest | ||
Xxxxx Community Hospital, Inc.
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$1.00 | 100% | ||
Xxx Xxxx Xxxxx |
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Xxxxxxxxx, Xxxxxxxxx 00000 |
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Attn: Xxxx X. Xxxxxx XX |
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ADDENDUM
Effective as of April 16, 1999 (the “Merger Date”), Xxxxx Community Hospital, Inc. (“Xxxxx
Community”) merged with and into Xxxxx Medco, LLC, a limited liability company of which Xxxxx
Community was the sole member (“Xxxxx Medco”), whereupon HCA, Inc., the sole shareholder of Xxxxx
Community (“HCA”), became the sole member of Xxxxx Medco. Attached hereto is a copy of the Limited
Liability Company Agreement of Xxxxx Medco (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 Merger Date, all references in the Agreement to Xxxxx
Community as the sole member (the “Member”) shall be deemed to be references to HCA as the Member.
IN WITNESS WHEREOF, HCA has executed this Addendum on the 16th day of April, 1999.
HCA, INC.
By /s/R. Xxxxxx Xxxxxxx
R. Xxxxxx Xxxxxxx
Vice President
R. Xxxxxx Xxxxxxx
Vice President
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ADDENDUM
Effective as of April 21, 1999 (the “Merger Date”), HCA, Inc. (“HCA”) merged with and into Hospital
Corp., LLC (“Hospital Corp.”), whereupon Hospital Corp. became the sole member of Xxxxx Medco, LLC,
a Delaware limited liability company (“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 Merger Date, all references in the Agreement to HCA as the
sole member (the “Member”) shall be deemed to be references to Hospital Corp. as the Member.
IN WITNESS WHEREOF, Hospital Corp. has executed this Addendum on the 21st day of April, 1999.
HOSPITAL CORP., LLC
By /s/Xxxx X. Xxxxxx XX
Xxxx X. Xxxxxx XX
Vice President
Xxxx X. Xxxxxx XX
Vice President
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ADDENDUM
Effective as of May 4, 1999 (the “Effective Date”), Hospital Corp., LLC (“Hospital Corp.”)
assigned, transferred and conveyed its 100% limited liability company interest in Xxxxx Medco, 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 Hospital
Corp. 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 4th day of May, 1999.
HEALTHTRUST, INC. — THE HOSPITAL COMPANY
By /s/R. Xxxxxx Xxxxxxx
R. Xxxxxx Xxxxxxx
Manager
R. Xxxxxx Xxxxxxx
Manager
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ADDENDUM
Effective as of May 11 , 1999 (the “Effective Date”), Healthtrust, Inc. — The Hospital Company
(“Healthtrust”) assigned, transferred and conveyed its 100% limited liability company interest in
Xxxxx Medco, LLC, a Delaware limited liability company (“LLC”), to Triad Hospitals, Inc. (“Triad
Inc.”), whereupon Triad Inc. 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
Healthtrust as the sole member (the “Member”) shall be deemed to be references to Triad Inc. as the
Member.
IN WITNESS WHEREOF, Triad Inc. has executed this Addendum on the 11th day of May, 1999.
TRIAD HOSPITALS, INC.
By: /s/R. Xxxxxx Xxxxxxx
R. Xxxxxx Xxxxxxx
Vice President
R. Xxxxxx Xxxxxxx
Vice President
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ADDENDUM
Effective as of May 11, 1999 (the “Effective Date”), Triad Hospitals, Inc. (“Triad Inc.”) assigned,
transferred and conveyed its 100% limited liability company interest in Xxxxx Medco, LLC, a
Delaware limited liability company (“LLC”), to Triad Hospitals Holdings, Inc. (“Holdings Inc.”),
whereupon Holdings Inc. 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 Triad
Inc. as the sole member (the “Member”) shall be deemed to be references to Holdings Inc. as the
Member.
IN WITNESS WHEREOF, Holdings Inc. has executed this Addendum on the 11th day of May, 1999.
TRIAD HOSPITALS HOLDINGS, INC.
By: /s/R. Xxxxxx Xxxxxxx
R. Xxxxxx Xxxxxxx
Vice President
R. Xxxxxx Xxxxxxx
Vice President
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ADDENDUM
Effective as of 12:01 a.m. (Eastern Standard Time) on January 1, 2006 (the “Effective Date”), Triad
Hospitals, Inc. (“Triad”) assigned, transferred and conveyed its 100% limited liability company
interest in Xxxxx Medco, LLC, a Delaware limited liability company (“LLC”), to Tennyson Holdings,
Inc. (“Holdings”), whereupon Holdings 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 Triad as
the sole member (the “Member”) shall be deemed to be references to Holdings as the Member.
IN WITNESS WHEREOF, Holdings has executed this Addendum on the 1st day of January, 2006.
TENNYSON HOLDINGS, INC.
By: /s/Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President, General Counsel and Secretary
Name: Xxxxxxx Xxxxxx
Title: Senior Vice President, General Counsel and Secretary
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