AMENDMENT TO AGREEMENT
OF GENERAL PARTNERSHIP OF
NORMAL LIFE OF INDIANA
This
AMENDMENT to Agreement of General Partnership of Normal Life
of Indiana dated as of February 28, 2001 between the
Partners.
WHEREAS,
the Partners wish to amend the Agreement to permit the Partners to
pledge or assign their partnership interests under circumstances as
mutually agreed by the Partners.
WHEREAS,
the Partners have determined that such amendment is in the best
interest of the Partnership.
NOW,
THEREFORE, the Partners hereby amend the Agreement as
follows:
1.
Section 6.01 of the Agreement is hereby amended and restated
in its entirety as follows:
Section 6.01
Assignments and transfers of Partnership Interests. A Partner may
not assign or otherwise transfer such Partner’s interest in
the Partnership (a “Partnership Interest”) except:
(a) to another Partner, but only if such transfer has been
approved by the holders of 100% of the Voting Partnership
Percentages, not including that of the Partner whose Partnership
Interest is the subject of the transfer, or (b) to a person
admitted as a Partner of the Partnership pursuant to
Section 2.05, or (c) as otherwise mutually agreed and
approved by all of the Partners.
2. Capitalized,
terms used herein shall have the same meaning as such capitalized
terms in the Agreement, except where otherwise defined
herein.
IN WITNESS
WHEREOF, the parties have
duly executed this amendment as of the 28 th day of February, 2001.
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Normal Life of
Southern Indiana, Inc.,
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Normal Life of
Central Indiana, Inc.
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Its Other
General Partner
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/s/ L. Bryan
Shaul
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By:
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/s/ L. Bryan
Shaul
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L. Bryan
Shaul
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L. Bryan
Shaul
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Assistant
Treasurer
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Assistant
Treasurer
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AGREEMENT OF GENERAL
PARTNERSHIP OF
NORMAL LIFE OF INDIANA
AGREEMENT OF
GENERAL PARTNERSHIP OF NORMAL LIFE OF INDIANA dated as of
July 1, 1996, among the undersigned (herein called the
“Partners,” which term shall include any persons
hereafter admitted to the Partnership and shall exclude any persons
who cease to be Partners).
WHEREAS,
the Partners wish to form a general partnership (the
“Partnership”) pursuant to the terms and provisions of
this Agreement of General Partnership (the “Agreement”)
and in accordance with the statutes and laws of the State of
Indiana relating to partnerships;
NOW,
THEREFORE, the parties hereto agree as follows:
SECTION 1.01
Partnership Name. The name of the Partnership is NORMAL
LIFE OF INDIANA, and its business shall be conducted under the name
of NORMAL LIFE OF INDIANA.
SECTION 1.02
Principal Place of Business. The principal place of
business of the Partnership shall be located at 9100 Marksfield
Road, Louisville, KY 40222. The location of the principal office
may be changed to such other place and the Partnership may have
such other offices and places of business wherever located as the
Partners may, from time to time, determine.
SECTION 1.03
Effective Date; Duration. The Partnership shall begin on
the date of this Agreement and shall continue thereafter until
December 31, 2026, unless voluntarily dissolved sooner by the
determination of Partners having in excess of 66 2/3% of the total
Partnership Percentages, as hereinafter defined.
SECTION 1.04
Purposes of the Partnership. The Partnership is organized for the following
objects and purposes:
(a) To engage
in and carry on the business of owning, operating and managing
community group homes and health care facilities and any other
lawful business (whether similar or dissimilar to the foregoing)
permitted by the laws of the State of Indiana applicable to
partnerships.
(b) To enter
into, make and perform all such contracts and other undertakings,
and engage in all such activities and transactions as the Partners
may deem necessary or advisable for the carrying out of the
foregoing objects and purposes, including, without
limitation,
(i) to borrow or
raise money or guarantee the obligations of others, and, from time
to time without limitation as to manner or time of repayment, to
issue, accept, endorse and execute promissory notes, drafts, bills
of exchange, warrants, bonds, debentures and other negotiable or
non-negotiable instruments and evidences of indebtedness and to
secure the payment of such or other obligations of the Partnership
by mortgage upon or hypothecation or pledge of all or part of the
property of the Partnership, whether at the time owned or
thereafter acquired;
(ii) to acquire,
own, hold, use, develop, sell, exchange, convey, let, lease, rent,
hire, mortgage, encumber, lien or in any manner whatsoever dispose
of, any such real estate or personal property in whole or in part;
to acquire, own, hold, use and dispose of any easements,
appurtenances, franchises, privileges, permits, licenses, or
rights, in any real estate or personal property or other property
interest.
(iii) either by
itself or by contract with others, including a corporation or
partnership whose shareholders, partners, officers or employees are
Partners, to maintain for the conduct of Partnership affairs one or
more offices and in connection therewith to rent or acquire office
space, engage personnel, whether part-time or fulltime, and to do,
or cause to be done, such other acts as the Partners may deem
necessary or desirable in connection with the maintenance and
administration of such office or offices and the provision of
administrative and clerical services to the Partnership;
(iv) to register
or qualify the Partnership under any applicable Federal or state
laws, or obtain exemptions under such laws or rules, as the case
may be, if such registration, qualification or exemption is deemed
necessary by the Partners;
(v) to engage
independent attorneys, accountants, consultants and such other
persons as the Partners may deem necessary or advisable.
SECTION 1.05
Partnership Property. All property owned by the
Partnership shall be held in the name of the Partnership (or in the
name of a nominee for the Partnership) and not in the names of the
individual Partners, and no Partner shall have any individual
ownership rights in such property except for property rights as a
Partner.
SECTION 1.06
Reliance by Third Parties. Persons dealing with the
Partnership are entitled to rely conclusively upon the power and
authority of each Partner as herein set forth.
SECTION 2.01
Schedule of Partners. The names and addresses of all the
Partners, the respective amounts that they shall be obligated to
contribute to the capital of the Partnership (“Capital
Contributions”) and their respective Partnership Percentages
(‘Partnership Percentages”) shall be set forth in a
schedule (the “Schedule”), which shall be filed with
the
records of the
Partnership and which may be amended from time to time by the
Partners.
SECTION 2.02
Liability of Partners. The Partners and all persons who
shall have ceased to be Partners (“former Partners”)
shall have unlimited liability for the discharge and satisfaction
of all liabilities and obligations of the Partnership incurred at
any time during which they are or were Partners.
All costs,
expenses, losses and damages which may be incurred in carrying on
the objects of the Partnership shall be paid out of the revenues,
net profits and capital of the Partnership, and in case such
revenues, net profits and capital are insufficient to pay such
charges, then the Partners shall contribute thereto in the
proportions of their respective Partnership Percentages.
If any Partner
pays or bears any portion of a Partnership liability or obligation
in excess of the amount thereof attributable to such
Partner’s Partnership Percentage at the time such liability
or obligation was incurred, that Partner shall be entitled to
contribution from each of the other Partners and former Partners to
the extent that any such Partner did not pay or bear such
Partner’s proportionate share of such liability or
obligation. This right of contribution is in addition to any other
right which might be provided by law or under this
Agreement.
SECTION 2.03
Activities of the Partners. Each Partner agrees to use
such Partner’s best efforts, and to cause such
Partner’s officers, directors and employees to use their best
efforts, in connection with the purpose and objects of the
Partnership set forth in Section 1.04, and to cause such
Partner’s officers, directors and employees to devote such
time and activity as shall be necessary for the management of the
affairs of the Partnership; it being understood, however, that
nothing contained in this Section 2.03 shall preclude any
officer, director or employee of any Partner from acting,
consistent with the foregoing, as an officer, director or employee
of any corporation, a trustee of any trust, an executor or
administrator of any estate, partner of any partnership or
administrative official of any other business entity, or from
participating in profits derived from the investments of any such
corporation, trust, estate, partnership or any other business
entity or person, or, from rendering investment advice and counsel
to others.
SECTION 2.04
Authority of Partners. Each Partner shall have the power
by itself on behalf and in the name of the Partnership to carry out
any and all of the objects and purposes of the Partnership set
forth in Section 1.04 and to perform all acts and enter into
and perform all contracts and other undertakings which it may deem
necessary or advisable or incidental thereto.
SECTION 2.05
Admission of New Partners. New Partners may be admitted
with the consent of the holders of more than 66 2/3 % of the
Partnership Percentages which are held by Partners (hereinafter
called “Voting Partnership Percentages”).
PARTNERSHIP PERCENTAGES;
ACCOUNTING
SECTION 3.01
Capital Contributions. The original capital of the
Partnership shall be the a
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