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Exhibit
3.64
AMENDED AND
RESTATED
AGREEMENT OF LIMITED
PARTNERSHIP
OF
COLUMBIA PLAZA MEDICAL
CENTER OF FORT WORTH SUBSIDIARY, L.P.
The undersigned parties,
being all of the partners (the “Partners”) of COLUMBIA
PLAZA MEDICAL CENTER OF FORT WORTH SUBSIDIARY, L.P. (the
“Limited Partnership”), a Texas limited partnership,
hereby continue the Limited Partnership pursuant to the provisions
of the Texas Revised Limited Partnership Act (the
“Act”), hereby amend and restate the partnership
agreement of the Limited Partnership and hereby agree that the
ownership interests in the Limited Partnership are as
follows:
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Name and
Address
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Percentage
Ownership |
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SOLE GENERAL
PARTNER:
Columbia North Texas
Subsidiary GP, LLC
13455 Noel Road, Twentieth
Floor
Dallas, Texas
75240
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.01 |
% |
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SOLE LIMITED
PARTNER:
Columbia North Texas
Healthcare System, L.P.
13455 Noel Road, Twentieth
Floor
Dallas, Texas
75240
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99.99 |
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The capital contributions of
the Partners shall be as reflected in the Partnership’s books
and records. Neither Partner shall be required to make any
additional contributions of capital to the Limited Partnership,
although the Partners may from time to time agree to make
additional contributions to the Limited Partnership.
The Limited Partnership may
engage in any lawful business permitted by the Act, including
without limitation, acquiring, constructing, developing, owning,
operating, selling, leasing, financing and otherwise dealing with
real property and healthcare businesses.
The address of the registered
office of the Limited Partnership in the State of Texas is c/o
Corporation Service Company, d/b/a CSC-Lawyers Incorporating
Service Company, 400 N. St. Paul Street, Dallas, Texas 75201 and
the name and address of the registered agent for service of process
on the Limited Partnership in the State of Texas is Corporation
Service Company d/b/a CSC-Lawyers Incorporating Service Company,
400 N. St. Paul Street, Dallas, Texas 75201. The address of the
principal office when records are required to be kept or made
available is 13455 Noel Road, 20th Floor, Dallas, Texas
75240.
The Limited Partnership shall
be terminated and dissolved upon the earlier of (i) the mutual
agreement of the Partners or (ii) December 31,
2050.
Prior to the dissolution of
the Partnership, no Partner shall have the right to receive any
distributions of or return of its capital contribution.
All distributions and all
allocations of income, gains, losses and credits shall be made in
accordance with the Percentage Ownership of each
Partner.
The General Partner shall
have the exclusive right and full power and authority to manage,
control, conduct and operate the business of the Partnership, and
may take any and all action without the consent of the Limited
Partner. The General Partner shall maintain all books and records
required by the Act to be maintained at the address specified above
or at any other office designated by the General Partner. The
General Partner shall make available at the address specified above
in the State of Texas such books and records of the
Limite
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