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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
th
