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Exhibit 3.125
AGREEMENT OF GENERAL PARTNERSHIP
OF
BLOOMINGTON MEADOWS, GENERAL PARTNERSHIP
This Agreement entered into as of the ____ day of July, 1999, by
and among
BHC Meadows Partner, Inc., a Delaware corporation ("Meadows")
and Indiana
Psychiatric Institutes, Inc., a Delaware corporation ("IPII").
Meadows and IPII
collectively are referred to herein as "Partners" or
individually as a
"Partner."
WHEREAS, a Certificate of Limited Partnership was filed with the
State of
Delaware Secretary of State on July 21, 1992, forming
Bloomington Meadows,
Limited Partnership (the "Limited Partnership");
WHEREAS, the Partners of the Limited Partnership determined that
it was in
the Limited Partnership's best interest to convert it from a
limited partnership
to a general partnership;
WHEREAS, the Partners of the Limited Partnership filed a
Certificate of
Cancellation of Certificate of Limited Partnership, dated June
30, 1998, with
the State of Delaware Secretary of State converting the Limited
Partnership to a
general partnership with the name Bloomington Meadows, General
Partnership; and
WHEREAS, the Partners of Bloomington Meadows, General
Partnership have
decided to memorialize in writing their oral agreement as of
June 30, 1998 by
executing this Agreement of General Partnership.
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.
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"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
treated as being obligated to restore to the capital of the
Partnership as
determined under Regulations Section 1.704-1(b)(2)(ii)(c) or is
deemed
obligated to restore pursuant to the penultimate sentences of
Regulations
Sections 1.704-2(g)(1) and 1.704-2(i)(5); and
(ii) Debit to such Capital Account the items described in
Regulations Sections 1.704-1(b)(2)(ii)(d)(4),
1.704-1(b)(2)(ii)(d)(5), and
1.704-1(b)(2)(ii)(d)(6).
The foregoing definition of Adjusted Capital Account Deficit is
intended
to comply with the provisions of Regulations Section
1.704-1(b)(2)(ii)(d) and
shall be interpreted consistently therewith.
"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, Section
12.3 or
Section 12.4, 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 1.704-1(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
1.704-1(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
1.704-1(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;
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(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:
(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.
(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 1.704-1(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)(1) 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.
"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)(1) 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-(1)(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;
(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
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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, as adjusted for Depreciation, 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 1.704-1(b)(2)(iv)(m)(4), the
amount of
such adjustment to the Capital Accounts shall be treated as an
item of
gain (if the adjustment increases the basis of the asset) or
loss (if the
adjustment decreases such basis) from the disposition of the
asset and
shall be taken into account for purposes of computing Profits
and Losses;
(vii) Any items that are specially allocated pursuant to
Section
12.2 and Section 12.3 hereof shall not be taken into account in
computing
Profits or Losses.
"Property" shall mean, as the case may be, any or all real and
personal
property, whether tangible or intangible, owned by the
Partnership and all
improvements thereto.
"Regulations" shall mean the Treasury Regulations promulgated
under the
Code, as such Treasury Regulations may be amended or modified
from time to time
(including corresponding provisions of succeeding
regulations).
2. Formation of General Partnership. The parties to this
Agreement hereby
form a general partnership pursuant to the provisions of the Act
and upon the
terms, covenants and conditions hereinafter set forth.
3. Name of the Partner
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