Exhibit 3-260
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SEMINOLE MERIDIAN LIMITED PARTNERSHIP
FOURTH AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
AND
CERTIFICATE OF LIMITED PARTNERSHIP
o
4-13-89 at 10:08 am
THIS FOURTH AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT AND
CERTIFICATE OF LIMITED PARTNERSHIP is entered into effective as of the 1st day
of January, 1988, by and among the undersigned persons designated as General
Partners and Limited Partners, respectively.
WITNESSETH:
WHEREAS, MERIDIAN HEALTHCARE, INC., (formerly known as Meridian Nursing
Centers, Inc.), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (the "Original Partners") joined
together to form a limited partnership known as Seminole Meridian Limited
Partnership, a Maryland limited partnership (the "Partnership"), the
certificate and agreement of which were recorded with the Maryland State
Department of Assessments and Taxation on August 26, 1985 at Liber F2744,
folio 3252; and
WHEREAS, the certificate and agreement of limited partnership were amended
pursuant to a First Amendment to Limited Partnership Agreement and Certificate
adding a section relating to political contributions and recorded with the
Maryland State Department of Assessments and Taxation on February 20, 1986 at
Liber F2789, folio 2608; and
WHEREAS, the certificate and agreement of limited partnership were amended
pursuant to a Second Amended and Restated Limited Partnership Agreement and
Certificate of Limited Partnership admitting certain trustees as holders of
Class B Limited Partnership Interests and recorded with the Maryland State
Department of Assessments and Taxation on March 27, 1987, at Liber F2904,
folio 773, and
WHEREAS, the certificate and agreement of limited partnership were amended
pursuant to a First Amendment to Second Amended and Restated Limited
Partnership Agreement and Certificate of Limited Partnership substituting
Meridian Inc. for Meridian Healthcare, Inc. as the sole general partner and
recorded with the Maryland State Department of Assessments and Taxation on
March 23, 1988, at Liber F3008, folio 704; and
1989 APR 13 A 10:08
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WHEREAS, the certificate and agreement of limited partnership were amended
pursuant to a Second Amendment to the Second Amended and Restated Limited
Partnership Agreement and Certificate of Limited Partnership admitting
Meridian Healthcare, Inc. as a holder of a Class A Limited Partnership
Interest and recorded with the Maryland State Department of Assessments and
Taxation on June 3, 1988 at Liber F3031, folio 1413; and
WHEREAS, the certificate and agreement of limited partnership were amended
pursuant to a Third Amended and Restated Limited Partnership Agreement and
Certificate of Limited Partnership in order to consolidate previous amendments
and recorded with the Maryland State Department of Assessments and Taxation on
June 6, 1988 at Liber F3030, folio 1173; and
WHEREAS, a Nunc Pro Tunc Amendment to the Partnership Agreement and
Certificate of Limited Partnership of Seminole Meridian Limited Partnership
was filed with the Maryland State Department of Assessment and Taxation on
June 17, 1988 at Liber 3034, folio 1501 for the purpose of correcting the
Second Amendment to the Second Amended and Restated Limited Partnership
Agreement and the Third Amended and Restated Limited Partnership Agreement and
Certificate of Limited Partnership, and to reflect Meridian Associates '87
Limited Partnership ("Meridian Associates '87") as the substitute Class A
Limited Partner for Meridian Healthcare, Inc. and to correct Schedule I to
reflect Meridian Associates '87 as a holder of a Class A Limited Partnership
Interest; and
WHEREAS, in connection with the construction loan closing for the
Partnership, the parties desire to futher amend and restate the Partnership
Agreement so as to incorporate all previous amendments into one consolidated
Amended and Restated Agreement and to further modify certain tax allocations;
and
WHEREAS, Standard ▇. ▇▇▇▇▇▇▇▇▇▇▇, in his capacity as trustee of the various
trusts listed on Schedule I hereto, 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 herein.
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:
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ARTICLE I
Name and Purpose of Partnership
Section 1.1 Continuation
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 Annotated Code of Maryland.
Section 1.2 Name and Office
The Partnership name shall be, and its business shall be conducted under the
name and style of, SEMINOLE MERIDIAN LIMITED PARTNERSHIP (the "Partnership").
The principal office of the Partnership shall be ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. 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.
Section 1.3 Purpose
The primary purpose of the Partnership shall be the ownership and the
operation of a nursing center in Seminole County, Florida (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
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
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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 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
Partnershsip, 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.
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Section 1.5 Applications, permits and approvals
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
Section 2.1 General Partner
The General Partner shall contribute to the Partnership as its capital
contribution the amount set forth on Schedule I.
Section 2.2 Limited Partner
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
The capital of the Partnership shall be the amounts contributed by the
General Partner and Limited Partners.
Section 2.4 Interest on Capital
No interest shall be paid on any capital contribution to the Partnership.
Section 2.5 Withdrawal of Capital
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 Partner 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.
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Section 2.6 Loan by Partners
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 Partner
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 a
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.
Section 2.8 Extraordinary Contributions
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 Partners.
ARTICLE III
Rights, Powers and Duties of General Partner
Section 3.1 Authorized Acts
Subject to the provisions of this Agreement, the General Partner for, in the
name and on behalf of the Partnership is hereby authorized:
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(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 extensions, renewals or modifications of any such
mortgages on the assets of the Partnership.
(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
accomplishment 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
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
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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
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.
Section 3.4 Transfer or Withdrawal by General Partner
(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 incurrred
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 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:
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(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 termination 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.
Section 3.5 Admission of a Successor or Additional General Partner
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
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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.
Section 3.6 Liability of General Partner to Limited Partners
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
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
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:
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(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.
ARTICLE V
Transferability of Limited Partner Interests
Section 5.1 Withdrawal or Retirement
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
(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
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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.
Section 5.3 Amended Agreement and Certificate
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
Allocations and Distributions to Partners
Section 6.1 Allocation of Net Income and Net Losses and Cash Distributions
from Normal Operations
(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.
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(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) One hundred percent (100%) of the net income for 1988 shall be
specially allocated to Meridian Associates '87 until such time as it has been
allocated an amount of the net income equal ,to the amount it would have been
allocated had it been admitted as a holder of a five percent (5%) Class A
Limited Partnership Interest as of January 1, 1988, and the remainder of the
net income for 1988 shall be allocated to the other Partners in proportion to
their respective Partnership Interests. For 1989 and each subsequent year, the
net income for each year shall be allocated and credited to the capital
accounts of all of the Partners.
(2) One hundred percent (100%) of all net losses incurred for 1988 shall
be specially allocated to Meridian Associates '87 until such time as it has
been allocated an amount equal to the amount it would have been allocated had
it been admitted as a holder of a five percent (5%) Class A Limited
Partnership Interest as of January 1, 1988 and the remainder of net losses for
1988 shall be allocated to the other Partners in proportion to their
respective Partnership Interests. For 1989 and each subsequent year, net
losses for any year shall be allocated and charged to the capital accounts of
all the Partners.
(c) For all purposes of this Agreement, except as otherwise provided in
Sections (b)(1) and (2) above, 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.
(d) For the purposes of this Agreement, except as otherwise provided in
Sections (b)(1) and (2) above, 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
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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
(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.
Section 6.3 Distribution of Proceeds from a Capital Transaction
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
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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 $540,350 (inflated at 8% per annum from January 1,
1988 until the date of a Capital Transaction) shall be distributed as follows:
(i) 5% to Meridian Associates '87;
(ii) the balance shall be distributed in equal shares to ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇, ▇▇., ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇;
(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. 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 as follows:
(a) 5% to Meridian Associates '87;
(b) the balance shall be allocated in equal shares to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
▇▇., ▇▇▇▇ ▇.▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇;
(ii) Second, after the allocation pursuant to Section 6.4(A)(i) and after
the distribution in Section 6.3(d), gains shall be allocated among the
Partners with negative
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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 in this 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 loss 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.
Section 6.5 Capital Accounts
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
-16-
o0068 PAGE 305
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 SS.704- l(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 ss.1.704(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 through 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 Partners 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.
-17-
o0068 PAGE 306
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 duly
authorized representatives, during regular 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:
-18-
o0068 PAGE 307
Name Address
Meridian Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Meridian Associates '87 ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Any other Trustee c/o ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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.
-19-
o0068 PAGE 308
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 Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
WITNESS the execution hereof under seal as of the day and year first above
written.
GENERAL PARTNER: CLASS A LIMITED PARTNERS
MERIDIAN INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
---------------------------------- ----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Executive Vice President
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
MERIDIAN ASSOCIATES '87
LIMITED PARTNERSHIP
By: Meridian Inc. General Partner
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Executive Vice President
-20-
o0068 PAGE 309
CLASS B LIMITED PARTNERS:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ Standard ▇. ▇▇▇▇▇▇▇▇▇▇▇
----------------------------------
Standard ▇. ▇▇▇▇▇▇▇▇▇▇▇,
Trustee under a Trust
Agreement dated June 11, 1986
f/b/▇ ▇▇▇▇▇ Children
/s/ Standard ▇. ▇▇▇▇▇▇▇▇▇▇▇
----------------------------------
Standard ▇. ▇▇▇▇▇▇▇▇▇▇▇,
Trustee under a Trust
Agreement dated June 4, 1986
f/b/▇ ▇▇▇▇▇▇▇▇ Children
/s/ Standard ▇. ▇▇▇▇▇▇▇▇▇▇▇
----------------------------------
Standard ▇. ▇▇▇▇▇▇▇▇▇▇▇,
Trustee under a Trust
Agreement dated November 21,
1986 f/b/▇ ▇▇▇▇▇▇▇ Children
/s/ Standard ▇. ▇▇▇▇▇▇▇▇▇▇▇
----------------------------------
Standard ▇. ▇▇▇▇▇▇▇▇▇▇▇,
Trustee under a Trust
Agreement dated December 19,
1986 f/b/▇ ▇▇▇▇▇▇ Children
/s/ Standard ▇. ▇▇▇▇▇▇▇▇▇▇▇
----------------------------------
Standard ▇. ▇▇▇▇▇▇▇▇▇▇▇,
Trustee under a Trust
Agreement dated August 1, 1986
f/b/▇ ▇▇▇▇▇▇▇ Children
-21-
o0068 PAGE 310
SEMINOLE MERIDIAN LIMITED PARTNERSHIP
SCHEDULE I
Capital Partnership
Partner Status Contributions Interests
Meridian Inc. General Partner $100 1 %
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. Class A Limited Partner $ 50 8.90%
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Class A Limited Partner $ 50 8.90%
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Class A Limited Partner $ 50 8.90%
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Class A Limited Partner $ 50 8.90%
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Class A Limited Partner $ 50 8.90%
Meridian Associates Class A Limited Partner $ 50 5.00%
'87 Limited Partnership
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Class B Limited Partner $ 10 1.98%
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Class B Limited Partner $ 10 9.90%
and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
Trustees f/b/▇
▇▇▇▇▇ Children
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Class B Limited Partner $ 10 7.92%
and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Trustees f/b/▇
▇▇▇▇▇▇▇▇ Children
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Class B Limited Partner $ 10 9.90%
and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
Trustees f/b/▇
▇▇▇▇▇▇▇ Children
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Class B Limited Partner $ 10 9.90%
and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Trustees f/b!▇
▇▇▇▇▇▇ Children
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Class B Limited Partner $ 10 9.90%
and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Trustees f/b/▇
▇▇▇▇▇▇▇ Children
______ ______
TOTAL $460. 100.00
0403j /GCC/3/13/89
-22-
o0064 PAGE 324
NUNC PRO TUNC AMENDMENT TO PARTNERSHIP AGREEMENT
AND CERTIFICATE OF LIMITED PARTNERSHIP OF
SEMINOLE MERIDIAN LIMITED PARTNERSHIP
THIS NUNC PRO TUNC AMENDMENT TO PARTNERSHIP AGREEMENT AND CERTIFICATE OF
LIMITED PARTNERSHIP is made this 15th day of June, 1988 by Meridian Inc. as
general partner of Seminole Meridian Limited ,Partnership (the "Partnership").
WHEREAS, the Limited Partnership Agreement and Certificate of Limited
Partnership was originally executed on, July 1, 1985 and filed with the State
Department of Assessments and Taxation ("SDAT") on August 26, 1985, with
Meridian Nursing Centers, Inc. as the general partner;
WHEREAS, the Limited Partnership Agreement and Certificate of Limited
Partnership was amended on December 1, 1985 and filed with SDAT on February
20, 1986 and amended again on,November 30, 1986 and filed with SDAT on March
27, 1987 with Meridian Nursing Centers, Inc. as general partner, the latter
amendment being denominated Second Amended and Restated Limited Partnership
Agreement and Certificate of Limited Partnership;
WHEREAS, on March 1, 1988 the Second Amended and Restated Limited
Partnership Agreement and Certificate of Limited Partnership was amended by
the execution of a First Amendment thereto (the "First Amendment"), which
First Amendment was filed with SDAT on March 23, 1988 for the purpose of
substituting Meridian Inc. for Meridian Nursing Centers, Inc. as general
partner;
STATE DEPARTMENT OF ASSESSMENTS
AND TAXATION
1988 JUN 17 A 10:02
APPROVED FOR RECORD
6-17-88 AT 10:02 .m.
o0064 FOLIO 325
WHEREAS, on June 3, 1988 the Partnership filed with SDAT a Second Amendment
to Second Amended and Restated Limited Partnership Agreement and Certificate
of Limited Partnership (the "Second Amendment");
WHEREAS, on June 6, 1988, the Partnership filed with SDAT a Third Amended
and Restated Limited Partnership Agreement and Certificate of Limited
Partnership (the "Third Amendment");
WHEREAS, the Second Amendment and the Third Amendment were filed after the
First Amendment and therefore should have been executed with Meridian Inc. as
the general partner but inadvertently were signed by Meridian Nursing Centers,
Inc. as general partner; and
WHEREAS, the purpose of the Third Amendment was to reflect the sale of the
Class A Limited Partnership interest of Meridian Nursing Centers, ▇▇▇.▇▇ an
affiliate of the general partner, said sale having been from Meridian Nursing
Centers, Inc. to Meridian Associates '87 Limited Partnership and not from
Meridian Nursing Centers, Inc. to MNC Associates '87 Limited Partnership.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
hereinafter set forth, and for other good and valuable consideration, the
undersigned hereby agree as follows:
-2-
o0068 FOLIO 326
1. The Second Amendment is hereby amended nunc pro tunc, as of the date
thereof, to reflect Meridian Inc. and not Meridian Nursing Centers, Inc. as
the general partner, with the same force and effect as if the Second Amendment
had been so executed and filed.
2. The Third Amendment is hereby amended nunc pro tunc, as of the date.
thereof, to reflect Meridian Inc. as the general partner and Meridian
Associates '87 Limited Partnership as the purchaser of the Class A Limited
Partnership interest of Meridian Nursing Centers, Inc., with the same force
and effect as if the Third Amendment had been so executed and filed.
3. Schedule I to the Third Amendment is hereby amended nunc pro tunc to
reflect the partnership interests as described herein, with the same force and
effect as if originally so stated. Schedule I, as thus amended, is attached
hereto in its entirety.
4. Except for the first recital clause, all references in the Third
Amendment to Meridian Nursing Centers, Inc. and MNC Associates '87 Limited
Partnership shall be deemed nunc pro tunc to be references to Meridian Inc.
and Meridian Associates '87 Limited Partnership respectively, with the same
force and effect as if so executed and filed.
-3-
o00064 FOLIO 327
IN WITNESS WHEREOF, and intending to be legally bound, the parties have set
their hands and seals as of the date first above written.
MERIDIAN NURSING CENTERS, INC. MERIDIAN INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------- ----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇
Assistant Vice President Assistant Vice President
MNC ASSOCIATES '87 LIMITED MERIDIAN ASSOCIATES `87 LIMITED
PARTNERSHIP PARTNERSHIP.
By: Meridian Nursing Centers, By: Meridian Inc., General
Inc. General Partner Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------- ----------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇
Assistant Vice President Assistant Vice President
8172b: SAG
-4-
o00064 FOLIO 3o
SEMINOLE MERIDIAN LIMITED PARTNERSHIP
SCHEDULE I
Capital Partnership
Partner Status Contributions Interests
Meridian Inc. General Partner $100 1 %
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. Class A Limited Partner $ 50 8.90%
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Class A Limited Partner $ 50 8.90%
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Class A Limited Partner $ 50 8.90%
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Class A Limited Partner $ 50 8.90%
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Class A Limited Partner $ 50 8.90%
Meridian Associates Class A Limited Partner $ 50 5.00%
'87 Limited Partnership
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Class B Limited Partner $ 10 1.98%
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Class B Limited Partner $ 10 9.90%
and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
Trustees f/b/▇
▇▇▇▇▇ Children
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Class B Limited Partner $ 10 7.92%
and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Trustees f/b/▇
▇▇▇▇▇▇▇▇ Children
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Class B Limited Partner $ 10 9.90%
and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
Trustees f/b/▇
▇▇▇▇▇▇▇ Children
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Class B Limited Partner $ 10 9.90%
and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Trustees f/b!▇
▇▇▇▇▇▇ Children
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Class B Limited Partner $ 10 9.90%
and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Trustees f/b/▇
▇▇▇▇▇▇▇ Children ______ ______
TOTAL $460. 100.00
6/16/88
NLS: 8182b
SEMINOLE MERIDIAN LIMITED PARTNERSHIP
FIRST AMENDMENT TO THE
FOURTH AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT
AND
CERTIFICATE OF LIMITED PARTNERSHIP
THIS FIRST AMENDMENT to the Fourth Amended and Restated Limited Partnership
Agreement and Certificate of Limited Partnership is entered into effective as
of this __ day of November, 1993, by and among the undersigned persons
designated as General Partners and Limited Partners, respectively
WITNESSETH THAT:
WHEREAS, Seminole Meridian Limited Partnership, a Maryland limited
partnership (hereinafter referred to as the "Partnership"), was formed
pursuant to a partnership agreement effective as of July 30, 1985, the
certificate and agreement of which were recorded with the Maryland State
Department of Assessments and Taxation on August 26, 1985 at Liber ___ folio
3252 (hereinafter referred to as the "Partnership Agreement"); and
WHEREAS, the Partnership Agreement was amended pursuant to a First Amendment
to Limited Partnership Agreement and Certificate of Limited Partnership
recorded with the Maryland State Department of Assessments and Taxation on
February 20, 1986 at Liber F2789, folio 2608; and
WHEREAS, pursuant to a Second Amended and Restated Limited Partnership
Agreement and Certificate of Limited Partnership recorded with the Maryland
State Department of Assessments and Taxation on March 27, 1987, at Liber
F2904, folio 773, certain trustees were admitted as holders of Class B Limited
Partnership Interests; and
WHEREAS, pursuant to a First Amendment to the Second Amended and Restated
Limited Partnership Agreement and Certificate of Limited Partnership recorded
with the Maryland State Department of Assessments and Taxation on March 23,
1988 at Liber F3008, folio 704, Meridian Inc. ("MI") was substituted as
general partner for Meridian Healthcare, Inc. ("MHC"); and
WHEREAS, pursuant to a Second Amendment to the Second Amended and Restated
Limited Partnership Agreement recorded with the Maryland State Department of
Assessments and Taxation (the "Department") on June 3, 1988, at Liber F3031,
folio 1413. MHC was admitted as a holder of a Class A Limited Partnership
Interest; and
WHEREAS, pursuant to a Third Amended and Restated Limited Partnership
Agreement and Certificate of Limited Partnership recorded with the Department
on June 6, 1988 at Liber F3030, folio 1173, the Partnership Agreement was
amended to consolidate previous amendments; and
WHEREAS, o o Amendment to the Partnership Agreement and Certificate of
Limited Partnership was filed with the Department on June 17, 1988 at Liber 3034
folio 1501 to reflect certain changes in the Partnership Agreement; and
o o o
WHEREAS, pursuant to a Fourth Amended and Restated Partnership Agreement
recorded with the Department on April 13, 1989 at Liber F3125, folio 0273, the
Partnership Agreement was amended and restated to consolidate previous
amendments and to modify certain tax allocations; and
WHEREAS, Meridian Associates '87 Limited Partnership assigned its 5% limited
partnership interest to MHC 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 MHC;
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 amend 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 MHC.
2. Schedule I of the Partnership Agreement is amended to read as follows:
SEMINOLE MERIDIAN LIMITED PARTNERSHIP
SCHEDULE 1
Capital Partnership
Partner Status Contributions Interests
______ ________ ______________ __________
Meridian Inc. General Partner $100 1.00%
o o Class A Limited Partner $350 49.5%
o o Class B Limited Partner $ 60 49.5%
3. The Partnership Agreement is otherwise ratified and confirmed in all
other respects. o o any conflicts between the terms of the Partnership Agreement
and this Amendment, then o o such event this Amendment shall control.
4. This instrument may be executed in one or more counterparts, each of
which shall be o o and all of which shall together constitute one and the same
instrument.
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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 INC.
By: /s/graphic
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/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
MERIDIAN ASSOCIATES '87
LIMITED PARTNERSHIP
By: Meridian Inc., General Partner
By: /s/ [graphic omitted]
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CLASS B LIMITED PARTNERS:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
Trustee under a Trust
Agreement dated June 11, 1986
f/b/▇ ▇▇▇▇▇ Children
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
Trustee under a Trust
Agreement dated June 4, 1986
f/b/▇ ▇▇▇▇▇▇▇▇ Children
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
Trustee under a Trust
Agreement dated November 21, 1986
f/b/▇ ▇▇▇▇▇▇▇ Children
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
Trustee under a Trust
Agreement dated December 19, 1985
f/b/▇ ▇▇▇▇▇▇ Children
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
Trustee under a Trust
Agreement dated August 1, 1986
f/b/▇ ▇▇▇▇▇▇▇ Children
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