AGREEMENT OF GENERAL PARTNERSHIP OF BLOOMINGTON MEADOWS, GENERAL PARTNERSHIP

 

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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