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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).
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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
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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:
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(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
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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;
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(iii) In
the event the Gross Asset Value of any Partnership
asset is adjusted pursuant to Subparagraphs (ii) or (iii) of
the definition of "Gross Asset Value," the amount of such
adjustment shall be taken into account as gain or loss from
the disposition of such asset for purposes of computing
Profits and Losses;
(iv)
Gain or loss resulting from any disposition of any
property with respect to which gain or loss is recognized for
federal income tax purposes shall be computed by reference to
the Gross Asset Value of the asset disposed of,
notwithstanding that the adjusted tax basis of such asset
differs from its Gross Asset Value;
(v) In lieu of
the depreciation, amortization, and other
cost recovery deductions taken into account in computing such
taxable income or loss, there shall be taken into account
Depreciation for such Fiscal Year, computed in accordance with
the definition of "Depreciation" hereof;
(vi)
To the extent an adjustment to the adjusted tax basis
of any Partnership asset pursuant to Code Section 734(b) or
743(b) is required to be taken into account in determining
Capital Accounts as a result of a distribution other than in
complete liquidation of a Partner's Interest in accordance
with Regulations Section 1.704-l(b)(2)(iv)(
