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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)(m)(4), the
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