AGREEMENT OF GENERAL PARTNERSHIP OF BHC OF INDIANA, GENERAL PARTNERSHIP

 

<PAGE>

 

                                                                   EXHIBIT 3.124

 

                        AGREEMENT OF GENERAL PARTNERSHIP

 

                                       OF

 

                       BHC OF INDIANA, GENERAL PARTNERSHIP

 

         This Agreement entered into as of the 30th day of June, 1998, by and

among BHC of Northern Indiana, Inc., a Tennessee corporation ("NI-Sub"), BHC

Columbus Hospital, Inc., a Tennessee corporation ("Columbus-Sub"), BHC Lebanon

Hospital, Inc., a Tennessee corporation ("Lebanon-Sub"), and BHC Valle Vista

Hospital, Inc., a Tennessee corporation ("W-Sub"). NI-Sub, Columbus-Sub,

Lebanon-Sub, and W-Sub are collectively referred to herein as "Partners" or

individually as a "Partner."

 

         The parties hereto desire to form a general partnership pursuant to the

provisions of the Tennessee Uniform Partnership Act (the "Act") and other

relevant laws of the State of Tennessee, for the purposes and upon the terms,

covenants and conditions hereinafter set forth.

 

         NOW, THEREFORE, in consideration of the mutual promises set forth in

this Agreement, and for other good and valuable consideration, the receipt and

sufficiency of which are hereby expressly acknowledged, the Partners, intending

to be legally bound, do hereby agree as follows:

 

         1.       Definitions.

 

         "Act" shall mean the Tennessee Uniform Partnership Act, as amended.

 

         "Adjusted Capital Account Deficit" means, with respect to any Partner,

the deficit balance, if any, in such Partner's Capital Account as of the end of

the Fiscal Year, after giving effect to the following adjustments:

 

                  (i)      Credit to such Capital Account any amounts which such

         Partner is obligated to restore pursuant to any provision of this

         Agreement or is deemed obligated to restore pursuant to the penultimate

         sentences of Regulations Sections 1.704-2(g)(l) and 1.704-2(i)(5); and

 

                  (ii)     Debit to such Capital Account the items described in

         Regulations Sections 1.704-l(b)(2)(ii)(d)(4), 1.704-l(b)(2)(ii)(d)(5),

         and 1.704-1(b)(2)(ii)(d)(6).

 

                                       1

 

<PAGE>

 

         The foregoing definition of Adjusted Capital Account Deficit is

intended to comply with the provisions of Regulations Section

1.704-l(b)(2)(ii)(d) and shall be interpreted consistently therewith.

 

         "Cash Flow" with respect to any Partnership fiscal period shall mean

all cash receipts of the Partnership during such fiscal period (other than

contributions to Partnership's business) less (i) all Partnership cash

disbursements during such fiscal period determined by the Partner in their sole

discretion to be reasonably necessary for the conduct of the Partnership's

business, (ii) such reserves established by the Partners in their sole

discretion during such fiscal period for anticipated Partnership expenses or

Partnership debt repayments and (iii) any cash amounts reinvested in the

Partnership as determined by the Partners in their sole discretion during such

fiscal period for anticipated Partnership expenses or Partnership debt

repayments. Cash Flow also shall include any other Partnership funds, including

any amounts previously set aside as reserves by the Partners, no longer deemed

by the Partners to be necessary for the conduct of the Partnership's business.

 

         "Capital Account" means, with respect to any Partner, the Capital

Account maintained for such Partner in accordance with the following provisions:

 

                  (i)      To each Partner's Capital Account there shall be

                  credited the amount of cash and the initial Gross Asset Value

                  of any property contributed to the Partnership by such

                  Partner, such Partner's distributive share of Profits, and any

                  items in the nature of income or gain that are specially

                  allocated pursuant to Section 12.2 or Section 12.3 of this

                  Agreement, and the amount of any Partnership liabilities that

                  are assumed by such Partner or that are secured by any

                  Property distributed to such Partner.

 

                  (ii)     From each Partner's Capital Account there shall be

                  debited the amount of cash and the Gross Asset Value of any

                  Property distributed to such Partner pursuant to any provision

                  of this Agreement, such Partner's distributive share of

                  Losses, and any items in the nature of loss or deduction

                  specially allocated pursuant to Section 12.2 or Section 12.3,

                  and the amount of any liabilities of such Partner that are

                  assumed by the Partnership or that are secured by any property

                  contributed by such Partner to the Partnership.

 

         In the event any Interest is transferred in accordance with the terms

of this Agreement, the transferee shall succeed to the Capital Account of the

transferor to the extent it relates to the transferred Interest.

 

         The foregoing provisions and the other provisions of this Agreement

relating to the maintenance of Capital Accounts are intended to comply with

Regulations Section 1.704-l(b) and shall be interpreted and applied in a manner

consistent with

 

                                       2

 

<PAGE>

 

such Regulations. In the event the Partners shall determine that it is prudent

to modify the manner in which the Capital Accounts, or any debits or credits

thereto (including, without limitation, debits or credits relating to

liabilities which are secured by contributions or distributed property or which

are assumed by the Partnership), are computed in order to comply with such

Regulations, the Partners may make such modification, provided that it is not

likely to have a material effect on the amounts distributable to any Partner

upon the dissolution of the Partnership. The Partners also shall (i) make any

adjustments that are necessary or appropriate to maintain equality between the

Capital Accounts of the respective Partners and the amount of Partnership

capital reflected on the Partnership's balance sheet, as computed for book

purposes, in accordance with Regulations Section 1.704-l(b)(2)(iv)(q), and (ii)

make any appropriate modifications in the event unanticipated events might

otherwise cause this Agreement not to comply with Regulations Section

1.704-l(b), provided that, to the extent that any such adjustment is

inconsistent with other provisions of this Agreement and would have a material

adverse effect on any Partner, such adjustment shall require the consent of such

Partner.

 

         "Code" shall mean the Internal Revenue Code of 1986, as amended, or any

corresponding provisions of succeeding law.

 

         "Depreciation" means, for each Fiscal Year, an amount equal to the

depreciation, amortization or other cost recovery deduction allowable for

federal income tax purposes with respect to an asset for such Fiscal Year,

except that if the Gross Asset Value of an asset differs from its adjusted basis

for federal income tax purposes at the beginning of such Fiscal Year,

Depreciation will be an amount which bears the same ratio to such beginning

Gross Asset Value as the federal income tax depreciation, amortization or other

cost recovery deduction for such Fiscal Year bears to such beginning adjusted

tax basis. Notwithstanding the foregoing, if an asset has a zero basis for

federal income tax purposes at the beginning of such Fiscal Year, depreciation

shall be determined with reference to such beginning Gross Asset Value using any

reasonable method selected by the Partners.

 

         "Fiscal Year" shall have the meaning set forth in Section 15.

 

         "Gross Asset Value" means, with respect to any asset, the asset's

adjusted basis for federal income tax purposes, except as follows:

 

                  (i)      The initial Gross Asset Value of any asset

                  contributed by a Partner to the Partnership will be the gross

                  fair market value of such asset, as set forth on Exhibit A to

                  this Agreement;

 

                  (ii)     The Gross Asset Values of all Partnership assets

                  shall be adjusted to equal their respective gross fair market

                  values, as determined by the Partners, as of the following

                  times:

 

                                       3

 

<PAGE>

 

                                    (A)      Upon the acquisition of an

                           additional interest in the Partnership by any new or

                           existing Partner in exchange for more than a de

                           minimis capital contribution if the Partners

                           reasonably determine that such an adjustment is

                           necessary or appropriate to reflect the relative

                           economic interests of the Partners in the

                           Partnership;

 

                                    (B)      Upon the distribution by the

                           Partnership to a Partner of more than a de minimis

                           amount of any Property as consideration for an

                           Interest in the Partnership if the Partners

                           reasonably determine that such an adjustment is

                           necessary or appropriate to reflect the relative

                           economic interests of the Partners in the

                           Partnership; and

 

                                    (C)      Upon the liquidation of the

                           Partnership within the meaning of Regulations Section

                           1.704-(l)(b)(2)(ii)(g), other than a liquidation

                           caused by a termination under Code Section

                           708(b)(l)(B) that does not result in the dissolution

                           of the Partnership under Section 17.1.

 

                  (iii)    The Gross Asset Value of any Partnership asset

                  distributed to any Partner shall be the gross fair market

                  value of such asset on the date of distribution; and

 

                  (iv)     The Gross Asset Values of Partnership assets shall be

                  increased (or decreased) to reflect any adjustments to the

                  adjusted basis of such assets pursuant to Code Section 734(b)

                  or Section 743(b), but only to the extent that such

                  adjustments are taken into account in determining Capital

                  Accounts pursuant to Regulations Section 1.704-l(b)(2)(iv)(m)

                  and Subparagraph (vi) of the definition of "Profits" and

                  "Losses" or Section 12.2(g); provided, however, that Gross

                  Asset Values shall not be adjusted pursuant to this

                  Subparagraph (iv) to the extent that the Partners determine

                  that an adjustment pursuant to Subparagraph (ii) above is

                  necessary or appropriate in connection with the transaction

                  that would otherwise result in an adjustment pursuant to this

                  Subparagraph (iv).

 

         If the Gross Asset Value of an asset has been determined or adjusted

pursuant to Subparagraphs (i), (ii) or (iv) above, such Gross Asset Value shall

thereafter be adjusted by the Depreciation taken into account with respect to

such asset for purposes of computing Profits and Losses. The initial Gross Asset

Value of the contributed assets is set forth on Exhibit A.

 

         "Interest" shall mean, when used with reference to any person, the

entire ownership interest of such person in income, gains, losses, deductions,

tax credits, distributions and assets of the Partnership, and all other rights

and obligations of

 

                                       4

 

<PAGE>

 

such person in the Partnership under the terms and provisions of this Agreement

and the Act.

 

         "Nonrecourse Deductions" has the same meaning of such term set forth in

Regulations Sections 1.704-2(b)(l) and 1.704-2(c).

 

         "Nonrecourse Liability" has the same meaning of such term set forth in

Regulations Section 1.704-2(b)(3).

 

         "Partner Nonrecourse Debt" has the same meaning of such term set forth

in Regulations Section 1.704-2(b)(4).

 

         "Partner Nonrecourse Debt Minimum Gain" means an amount, with respect

to each Partner Nonrecourse Debt, equal to the Partnership Minimum Gain that

would result if such Partner Nonrecourse Debt were treated as a Nonrecourse

Liability, determined in accordance with Regulations Section 1.704-2(i)(3).

 

         "Partnership" shall mean the general partnership created under this

Agreement and the partnership continuing the business of this Partnership in the

event of a technical dissolution.

 

         "Partnership Minimum Gain" has the same meaning of such term set forth

in Regulations Sections 1.704-2(b)(2) and 1.704-2(d).

 

         "Percentage Interest" has the meaning of such term set forth in

Section 10.1(b).

 

         "Profits" and "Losses" means, for each Fiscal Year, an amount equal to

the Partnership's taxable income or loss for such Fiscal Year, determined in

accordance with Code Section 703(a) (for this purpose, all items of income,

gain, loss, or deduction required to be stated separately pursuant to Code

Section 703(a)(l) shall be included in taxable income or loss), with the

following adjustments:

 

                  (i)      Any income of the Partnership that is exempt from

                  federal income tax and not otherwise taken into account in

                  computing Profits or Losses pursuant to this definition of

                  "Profits" and "Losses" shall be added to such taxable income

                  or loss;

 

                  (ii)     Any expenditures of the Partnership described in Code

                  Section 705(a)(2)(B) or treated as Code Section 705(a)(2)(B)

                  expenditures pursuant to Regulations Section

                  1.704-(l)(b)(2)(iv)(i), and not otherwise taken into account

                  in computing Profits or Losses pursuant to this definition of

                  "Profits" and "Losses" shall be subtracted from such taxable

                  income or loss;

 

                                       5

 

<PAGE>

 

                  (iii)    In the event the Gross Asset Value of any Partnership

                  asset is adjusted pursuant to Subparagraphs (ii) or (iii) of