BREVARD MERIDIAN LIMITED PARTNERSHIP
LIMITED PARNERSHIP AGREEMENT
AND
CERTIFICATE OF LIMITED PARTNERSHIP
THIS LIMITED PARTNERSHIP AGREEMENT AND CERTIFICATE OF LIMITED
PARTNERSHIP is entered into effective as of the 1st day of October, 1987, by and
among the undersigned persons designated as Gerneal Partners and Limited
Partners, respectively.
W I T N E S S E T H:
--------------------
WHEREAS, MERIDIAN NURSING CENTERS, INC., as General Partner and ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇, as Class A Limited Partners, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ and
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustees f/b/▇ ▇▇▇▇▇ Children, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ and
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Trustees f/b/▇ ▇▇▇▇▇▇▇▇ Children, STANDARD ▇. ▇▇▇▇▇▇▇▇▇▇▇
and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Trustees f/b/▇ ▇▇▇▇▇▇▇ Children, STANDARD ▇. ▇▇▇▇▇▇▇▇▇▇▇
and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustees f/b/▇ ▇▇▇▇▇▇ Children and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustees f/b/▇ ▇▇▇▇▇▇▇ Children, as Class B Limited
Partners, desire to join together and form a limited partnership pursuant to the
Maryland Revised Limited Partnership Act for the purposes set forth hereinafter
by executing and recording the Brevard Meridian Limited Partnership Agreement
and Certificate of Limited Partnership; and
WHEREAS, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, 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
establish the Partnership upon the following terms and conditions:
ARTICLE I
Name and Purpose of Partnership
-------------------------------
Section 1.1 Formation
The undersigned desire to establish 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, BREVARD 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 Brevard 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 subsidiaries,
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 of 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 receinving 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
-2-
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 or 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 on 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
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.
-3-
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 Partners
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 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
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
No Limited Partner shall be personally liable for any liabilities,
contracts, or obligations of the Partnership. A Limited Partner's liability is
-4-
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.
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:
(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.
-5-
(iii) To borrow money and issue evidences of indebtendness in
furtherance of any or all of the purposes of the Partnership, and to secure the
same by mortgage, pledge or other lien 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 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.
-6-
Section 3.3 Business Control
No Limiited Parner 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 necessry 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
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;
-7-
(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 of 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 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
-8-
(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:
(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
- 9 -
(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 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.
- 10 -
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, the "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
but before deducting any allowance for depreciation or "recovery" of the cost of
the property and assets of the Partnership. 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;
- 11 -
(1) An amount of net income up to the sum of (A) the amount by
which all mortgages on the Project and any other indebtedness of the
Partnership have been amortized (i.e. principal repaid) during each year (other
than repayments thereof out of the proceeds from a Capital Transaction) and (B)
the amount credited to any replacement or reserve account during each year shall
be allocated and credited to the capital accounts of the General Partner and
Class A Limited Partners.
(2) The balance of the net income for each year shall be
allocated and credited to the capital accounts of all of the Partners.
(3) Net losses for any year shall be allocated and charged to
the capital accounts of all the Partners.
(4) The amount of the depreciation or "recovery" of the costs
of all Partnership property and assets shall be charged to the capital accounts
of the General Partner and Class A Limited 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.
(d) For all 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 and depreciation of the
Partnership in respect of the Partnership interest so transferred shall be
allocated between the transferor and the transferree 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 of fraction of a calendar year, shall mean the excess, if any,
of (1) the sum of (A) the
- 12 -
net income of the Partnership for such calendar year or fraction thereof, plus
(b) any funds previously net 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 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;
- 13 -
(d) to the Partners in the aggregate amount of their Capital
Contributions reduced by all prior distributions made to them pursuant to this
paragraph (d); and
(e) 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, 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;
(ii) Second, to each Partner who has received or will
receive a distribution out of the proceeds of such Capital Transaction pursuant
to Section 6.3(d), 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(i)), in proportion to the respective
amounts of such excess; and
(iii) Third, gain in excess of amounts allocated under
subsections (i) and (ii) 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
- 14 -
(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.
C. Any portion of the gains treated as ordinary income for Federal
income tax purposes under Sections 1245 or 1250 of the Code ("Recapture Amount")
shall be allocated among the General Partner and Class A Limited Partners in
proportion to their respective Partnership interests.
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 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 Section 1.704-1(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 Section 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.
- 15 -
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.
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 and 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 is 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.
- 16 -
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:
Name Address
---- -------
Meridian Nursing Centers, Inc. ▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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.
- 17 -
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.
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 Nursing Centers, Inc., ▇▇ ▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
WITNESS the execution hereof under seal as of the day and year first
above written.
GENERAL PARTNER: CLASS A LIMITED PARTNERS
MERIDIAN NURSING CENTERS, INC.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
--------------------- ----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Chairman
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
- 18 -
CLASS B LIMITED PARTNERS:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
Trustee under a Trust
Agreement dated June 11, 1986
f/b/▇ ▇▇▇▇▇ Children
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
Trustee under a Trust
Agreement dated June 4, 1986
f/b/▇ ▇▇▇▇▇▇▇▇ Children
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
Trustee under a Trust
Agreement dated November 21, 1986
f/b/▇ ▇▇▇▇▇▇▇ Children
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
Trustee under a Trust
Agreement dated December 19, 1986
f/b/▇ ▇▇▇▇▇▇ Children
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
Trustee under a Trust
Agreement dated August 1, 1986
f/b/▇ ▇▇▇▇▇▇▇ Children
- 19 -
BREVARD MERIDIAN LIMITED PARTNERSHIP
SCHEDULE I
Capital Partnership
Partner Status Contributions Interests
------- ------ ------------- -----------
Meridian Nursing Centers, Inc. General Partner $ 100 1%
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. Class A Limited Partner $ 50 9.9%
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Class A Limited Partner $ 50 9.9%
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Class A Limited Partner $ 50 9.9%
▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Class A Limited Partner $ 50 9.9%
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Class A Limited Partner $ 50 9.9%
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. Class B Limited Partner $ 10 3.9%
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Class B Limited Partner $ 10 1.98%
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Class B Limited Partner $ 10 3.9%
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Class B Limited Partner $ 10 4.95%
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Class B Limited Partner $ 10 6.0%
and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇,
Trustees f/b/▇
▇▇▇▇▇ Children
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Class B Limited Partner $ 10 7.92%
and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
Trustees f/b/▇
▇▇▇▇▇▇▇▇ Children
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ and Class B Limited Partner $ 10 6.0%
▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Trustees f/b/▇
▇▇▇▇▇▇▇ Children
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ and Class B Limited Partner $ 10 9.9%
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustees f/b/▇
▇▇▇▇▇▇ Children
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ and Class B Limited Partner $ 10 4.95%
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Trustees f/b/▇
▇▇▇▇▇▇▇ Children
-------- ------
TOTAL $ 440 100.00
- 20 -
STATE OF MARYLAND, COUNTY OF ▇▇▇▇▇▇▇, ▇▇.
Before me, the undersigned Notary Public in and for the County of
Harford, State of Maryland, personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, who
acknowledged himself to be the Chairman of Meridian Nursing Centers, Inc., a
corporation, and that he, as such Chairman, being authorized so to do, executed
the foregoing instrument for the purposes therein contained, by signing the name
of the corporation.
WITNESS my hand and notarial seal this 17 day of November, 1987.
/s/ XXXXXXXXXXXXXXXXXXXX
------------------------------
Notary Public
My Commission Expires: 7/1/90
STATE OF MARYLAND, COUNTY OF ▇▇▇▇▇▇▇, ▇▇.
Before me, the undersigned Notary Public in and for the County of
Harford, State of Maryland, personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., in his
individual capacity as a Class A and Class B Limited Partner, and, being duly
sworn, acknowledged the execution of the foregoing instrument in such capacity.
WITNESS my hand and notarial seal this 17th day of November, 1987.
/s/ XXXXXXXXXXXXXXXXXXXXXX
------------------------------
Notary Public
My Commission Expires: 7/1/90
STATE OF MARYLAND, COUNTY OF ▇▇▇▇▇▇▇, ▇▇.
Before me, the undersigned Notary Public in and for the County of
Harford, State of Maryland, personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, in his
individual capacity as a Class A and Class B Limited Partner, and, being duly
sworn, acknowledged the execution of the foregoing instrument in such capacity.
WITNESS my hand and notarial seal this 17th day of November, 1987.
/s/ XXXXXXXXXXXXXXXXXXXXXX
------------------------------
Notary Public
My Commission Expires: 7/1/90
- 21 -
STATE OF MARYLAND, COUNTY OF ▇▇▇▇▇▇▇, ▇▇.
Before me, the undersigned Notary Public in and for the County of
Harford, State of Maryland, personally appeared ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, in his
individual capacity as a Class A and Class B Limited Partner, and, being duly
sworn, acknowledged the execution of the foregoing instrument in such capacity.
WITNESS my hand and notarial seal this 17th day of November, 1987.
/s/ XXXXXXXXXXXXXXXXXXXXXX
------------------------------
Notary Public
My Commission Expires: 7/1/90
STATE OF MARYLAND, COUNTY OF ▇▇▇▇▇▇▇, ▇▇.
Before me, the undersigned Notary Public in and for the County of
Harford, State of Maryland, personally appeared ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, in his
individual capacity as a Class A Limited Partner, and, being duly sworn,
acknowledged the execution of the foregoing instrument in such capacity.
WITNESS my hand and notarial seal this 17th day of November, 1987.
/s/ XXXXXXXXXXXXXXXXXXXXXX
------------------------------
Notary Public
My Commission Expires: 7/1/90
STATE OF MARYLAND, COUNTY OF ▇▇▇▇▇▇▇, ▇▇.
Before me, the undersigned Notary Public in and for the County of
Harford, State of Maryland, personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, in his
individual capacity as a Class A and Class B Limited Partner, and, being duly
sworn, acknowledged the execution of the foregoing instrument in such capacity.
WITNESS my hand and notarial seal this 17th day of November, 1987.
/s/ XXXXXXXXXXXXXXXXXXXXXX
------------------------------
Notary Public
My Commission Expires: 7/1/90
- 22 -
STATE OF MARYLAND, CITY OF BALTIMORE, ss.
Before me, the undersigned Notary Public in and for the City of
Baltimore, State of Maryland, personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, in
his capacity as Trustee f/b/▇ ▇▇▇▇▇ Children, as Trustee f/b/▇ ▇▇▇▇▇▇▇▇
Children, as Trustee f/b/▇ ▇▇▇▇▇▇▇ Children, as Trustee f/b/▇ ▇▇▇▇▇▇ Children
and as Trustees f/b/▇ ▇▇▇▇▇▇▇ Children, in each instance as a Class B Limited
Partner, and, being duly sworn, acknowledged the execution of the foregoing
instrument in such capacity.
WITNESS my hand and notarial seal this 20th day of November, 1987.
/s/ XXXXXXXXXXXXXXXXXXXXXX
------------------------------
Notary Public
My Commission Expires: ▇-▇-▇▇
- ▇▇ -
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LIMITED PARTNERSHIP
THIRD AMENDMENT TO THE
LIMITED PARTNERSHIP AGREEMENT
AND
CERTIFICATE OF LIMITED PARTNERSHIP
THIS THIRD AMENDMENT TO THE LIMITED PARTNERSHIP AGREEMENT AND
CERTIFICATE OF LIMITED PARTNERSHIP is entered into effective as of the ____ day
of January, 1992, by and among the undersigned persons designated as General
Partners and Limited Partners, respectively.
W I T N E S S E T H:
WHEREAS, MERIDIAN HEALTHCARE, INC. (formerly known as Meridian Nursing
Centers, Inc.) as General Partner and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
▇▇., ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and MNC ASSOCIATES '87
LIMITED PARTNERSHIP, as Class A Limited Partners, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.,
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇., ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustees f/b/▇ ▇▇▇▇▇ Children, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Trustees f/b/▇ ▇▇▇▇▇▇▇▇ Children, ▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Trustees f/b/▇ ▇▇▇▇▇▇▇ Children, ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Trustees f/b/▇ ▇▇▇▇▇▇ Children and ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Trustees f/b/▇ ▇▇▇▇▇▇▇ Children, as Class B
Limited Partners, joined together to form a limited partnership known as Brevard
Meridian Limited Partnership (the "Partnership") dated as of October 1, 1987 the
certificate and agreement of which were recorded among the Maryland State
Department of Assessments and Taxation on November 24, 1987 at Liber F2970,
folio 1724; and
WHEREAS, a First Amendment to the Limited Partnership Agreement and
Certificate of Limited Partnership dated as of January 1, 1988 was recorded with
the Maryland State Department of Assessments and Taxation on April 13, 1989 at
Liber 3125, folio 2008, and a Second Amendment to the Limited Partnership
Agreement and Certificate of Limited Partnership dated as of January 1, 1988 was
recorded with the Maryland State Department of Assessments and Taxation on April
13, 1989 at Liber 3123, folio 0503, for the purposes recited therein; and
WHEREAS, the current partners of the Partnership desire to again amend
the Limited Partnership Agreement and Certificate of Limited Partnership as
hereinafter set forth; and
WHEREAS, Standard ▇. ▇▇▇▇▇▇▇▇▇▇▇, 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 as
follows:
1. There is hereby added to the Limited Partnership Agreement and
Certificate of Limited Partnership a new Section 8.7, to follow the current
Section 8.6 and to read as follows:
"Section 8.7 Pledge of Partnership Interests
Anything in this Agreement to the contrary notwithstanding
(including but not limited to the provisions of Sections 3.4, 3.5, 5.1,
5.2 and 5.3 hereof), the partnership interests of all of the partners
(and all rights and interests related thereto) may be assigned in a
single or in separate documents as collateral for a loan to the
Partnership upon unanimous written consent of all then current partners
and without further consent, filing or other action of any kind (unless
otherwise required by applicable law, rule or regulation). The
beneficiary of any such collateral assignment(s) shall be entitled to
exercise any and all remedies available to it under its loan documents
(including foreclosure on the partnership interests), by law or
otherwise, free of any restrictions contained in this Agreement which
might otherwise be applicable (including but not limited to Sections
3.4, 3.5, 5.1, 5.2 and 5.3) unless such restrictions are required by,
and provided that in exercising such rights and remedies it complies
with, applicable laws, rules and regulations."
2. The Partnership Agreement is otherwise ratified and confirmed
in all other respects; and if there are any conflicts between the terms of the
Partnership Agreement and this Amendment, then and in such event this Amendment
shall control.
3. 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
Amendment as of the date and year first written above.
GENERAL PARTNER:
MERIDIAN HEALTHCARE, INC. CLASS A LIMITED PARTNERS
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
----------------------------- ----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Executive Vice President
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
MNC ASSOCIATES '87 LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc.,
General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
Executive Vice President
CLASS B LIMITED PARTNERS:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
- 3 -
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇ CHILDREN TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
Trustee under a Trust
Agreement dated June 11, 1986
f/b/▇ ▇▇▇▇▇ Children
▇▇▇▇▇▇▇▇ CHILDREN TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
Trustee under a Trust
Agreement dated June 4, 1986
f/b/▇ ▇▇▇▇▇▇▇▇ Children
▇▇▇▇▇▇▇ CHILDREN TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
Trustee under a Trust
Agreement dated November 21, 1986
f/b/▇ ▇▇▇▇▇▇▇ Children
▇▇▇▇▇▇ CHILDREN TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
Trustee under a Trust
Agreement dated November 4, 1986
f/b/▇ ▇▇▇▇▇▇ Children
▇▇▇▇▇▇▇ CHILDREN TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
Trustee under a Trust
Agreement dated August 1, 1986
f/b/▇ ▇▇▇▇▇▇▇ Children
- 4 -
BREVARD MERIDIAN LIMITED PARTNERSHIP
FOURTH AMENDMENT TO THE
LIMITED PARTNERSHIP AGREEMENT
AND
CERTIFICATE LIMITED PARTNERSHIP
THIS FOURTH AMENDMENT to the Limited Partnership Agreement and
Certificate of Limited Partnership is entered into effective as of this 30th day
of November, 1993, by and among the undersigned persons designated as General
Partners and Limited Partners, respectively.
WITNESSETH THAT:
WHEREAS, Brevard Meridian Limited Partnership, a Maryland limited
partnership (hereinafter referred to as the "Partnership"), was formed pursuant
to a partnership agreement effective as of October 1, 1987, the certificate and
agreement of which were recorded with the Maryland State Department of
Assessments and Taxation on November 24, 1987 at Liber F2970, folio 1724
(hereinafter referred to as the "Partnership Agreement"); and
WHEREAS, a First Amendment to the Limited Partnership Agreement and
Certificate of Limited Partnership was recorded with the Maryland State
Department of Assessments and Taxation on April 13, 1989 at Liber F3125, folio
2007; and
WHEREAS, a Second Amendment to the Limited Partnership Agreement and
Certificate of Limited Partnership was recorded with the Maryland State
Department of Assessments and Taxation on April 13, 1989, at Liber F3123, folio
0502; and
WHEREAS, pursuant to a Third Amendment to the Limited Partnership
Agreement and Certificate of Limited Partnership was recorded with the Maryland
State Department of Assessments and Taxation on January 24, 1992 at Liber 3391,
folio 0136; 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:
BREVARD 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 $ 350 49.5%
Meridian Inc. Class B Limited Partner $ 90 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: [XXXXXXXXXX] /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
----------------------------- ----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
MNC ASSOCIATES '87
LIMITED PARTNERSHIP
By: Meridian Healthcare, Inc.,
General Partner
By: /s/ XXXXXXXXXXXXXXX
-------------------------------------
CLASS B LIMITED PARTNERS:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇
- 3 -
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
Trustee under a Trust
Agreement dated June 11, 1986
f/b/▇ ▇▇▇▇▇ Children
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
Trustee under a Trust
Agreement dated June 4, 1986
f/b/▇ ▇▇▇▇▇▇▇▇ Children
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
Trustee under a Trust
Agreement dated November 21, 1986,
f/b/▇ ▇▇▇▇▇▇▇ Children
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
Trustee under a Trust
Agreement dated November 4, 1986,
f/b/▇ ▇▇▇▇▇▇ Children
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
----------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇,
Trustee under a Trust
Agreement dated August 1, 1986
f/b/▇ ▇▇▇▇▇▇▇ Children
- 4 -
CERTIFIED COPY OF RESOLUTION OF BOARD OF DIRECTORS
FOR CHANGE OF REGISTRED AGENT
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ do hereby certify that I am the duly elected,
qualified and acting secretary of Brevard Meridian, L.P. 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:
Meradian Healthcare, Inc.
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
The Corporation Trust Incorporated
▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
[SEAL APPEARS HERE]
/s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------------
▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Secretary - Meridian Healthcare, Inc.
(CORPORATE SEAL)
[SEAL APPEARS HERE]
I HEREBY CONSENT TO ACT AS RESIDENT AGENT IN MARYLAND OF THE ENTITY
NAMED IN THE ATTACHED INSTRUMENT.
The Corporation Trust Incorporated
by:
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
SIGNATURE
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Special Assistant Secretary
------------------------------
PRINT NAME
