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Exhibit
3.28
AGREEMENT OF LIMITED
PARTNERSHIP OF CHCA MAINLAND, L.P.
Danforth Hospital, Inc., a
Delaware corporation, with its principal place of business located
at One Park Plaza, Nashville, Tennessee 37203 (the “General
Partner”), and Mainland Partner, LLC, a Delaware limited
liability company, with its principal place of business located at
One Park Plaza, Nashville, Tennessee 37203 (the “Limited
Partner”), do hereby certify that a Certificate of Limited
Partnership was filed with the Secretary of State of Delaware on
November 15, 1999, and this Agreement of Limited Partnership
has been executed and a limited partnership has been formed under
the “Act” (as defined below) on the terms set forth
herein.
The parties hereto agree as
follows:
I.
DEFINITIONS
When used in this Agreement
of Limited Partnership, the following terms shall have the meanings
set forth below. In addition, certain terms shall have the meanings
set forth in Section 8.
1.1 “Act” means
the Delaware Revised Uniform Limited Partnership Act, being chapter
17 of Title 6 of the Delaware Code, as amended from time to
time.
1.2 “Affiliate”
means (i) any officer, director or partner of the General
Partner; (ii) any person, corporation, partnership, trust or
other entity controlling, controlled by or under common control
with the General Partner or any person described in (i) above;
(iii) any officer, director, shareholder or general partner of
any person described in (ii) above; and (iv) any person
who is a member, other than as a limited partner, with any person
described in (i) and (ii) above in a relationship of
joint venture, general partnership or similar form of
unincorporated business association; provided, however, that an
unaffiliated partner in a partnership or joint venture with
(a) the Partnership or (b) an affiliate of the General
Partner, shall not by virtue of such relationship be deemed an
Affiliate of the General Partner. For purposes of this definition,
the term “control” shall also mean the control or
ownership of 50% or more of the outstanding voting securities of
the entity referred to.
1.3 “Agreement”
means this Agreement of Limited Partnership, as amended from time
to time.
1.4 “Available Cash
Flow” means all cash funds of the Partnership on hand from
time to time less a reserve in such amount as determined by the
General Partner.
1.5 “Capital
Account” means, as to any Partner, the capital account
maintained for such Partner in accordance with the Code and the
regulations promulgated thereunder, including but not limited to
the rules regarding the maintenance of partners’ capital
accounts set forth in Treasury Regulation
Section 1.704-1.
1.6 “Capital
Contribution” means of, or in respect of, any Partner the
amount of all cash, notes, and other property, tangible or
intangible, contributed by such Partner to the capital of the
Partnership.
1.7 “Code” means
the United States Internal Revenue Code of 1986, as amended from
time to time.
1.8 “General
Partner” means the party listed as such in the initial
paragraph of this Agreement, and any successor thereto.
1.9 “Net Income”
and “Net Loss” mean, for each fiscal year or other
period, an amount equal to the Partnership’s taxable income
or loss (including but not limited to any gain or loss to the
Partnership from any sale or disposition of all or any portion of
the assets of the Partnership, as well as, where the context
requires, related federal tax items such as tax preferences and
credits) for such year or period, 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) Expenditures described in
Section 705(a)(2)(B) of the Code (including amounts treated as
Section 705(a)(2)(B) expenditures under Treasury Regulation
Section 1.704-1(b)(2)(iv)(i)) shall be deducted in the
determination of Net Income and Net Loss;
(ii) Income exempt from
taxation shall be included in the determination of Net Income and
Net Loss;
(iii) In the event any asset
is revalued pursuant to Treasury Regulation Sections
1.704-1(b)(2)(iv)(e) or (f), the amount of such adjustment shall be
taken into account as gain or loss from the disposition of such
asset for purposes of computing Net Income and Net Loss;
(iv) In the event that the
book value of any asset differs from its adjusted tax basis, any
gain or loss from a disposition of that asset in which gain or loss
is recognized for federal income tax purposes shall be computed by
reference to its book value rather than its adjusted tax basis in
determining Net Income and Net Loss;
(v) In the event that the
book value of any asset differs from its adjusted tax basis, then
in lieu of depreciation as computed for federal income tax
purposes, depreciation for purposes of computing Net Income and Net
Loss shall be determined under Treasury Regulation
Section 1.704-1(b)(2)(iv)(g)(3) or 1.704-3(d)(2), as the case
may be; and
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(vi) Items of income, gain,
deduction, and loss specifically allocated pursuant to
Section 8.3 hereof shall not be taken into account in
determining Net Income or Net Loss.
1.10 “Partners”
means collectively the General Partner and the Limited
Partner.
1.11
“Partnership” means the limited partnership formed by
the filing of a Certificate of Limited Partnership of CHCA
Mainland, L.P. and governed by this Agreement.
1.12 “Partnership
Percentage” means the interest of the Partners in the
Partnership and the interest of the Partners in the profits and
losses of the Partnership. Initially, the Partnership Percentage
shall be 99% to the Limited Partner and 1% to the General
Partner.
1.13 “Treasury
Regulations” means the income tax regulations promulgated
under the Code, including any amended or successor income tax
regulations thereto.
II.
ORGANIZATION
2.1 Formation .
The parties hereby form a limited partnership under and pursuant to
the Act. If required by the Act or if the General Partner deems it
appropriate to do so, the General Partner shall promptly cause this
Agreement to be filed for record in the Office of the Secretary of
State of Delaware, and in such other places as necessary to protect
the status of the Partnership as a limited partnership and as
otherwise required by law.
2.2 Name . The
name of the Partnership is CHCA Mainland, L.P. The business of the
Partnership may be conducted under any name chosen by the General
Partner and the General Partner may in its sole discretion from
time to time change the name of the Partnership.
III. PRINCIPAL PLACE OF
BUSINESS
The registered agent and
registered office of the Partnership shall be Corporation Service
Company, 1013 Centre Road, Wilmington, Delaware 19805. The
principal place of business or principal office of the Partnership
in Delaware shall be located at such place as the General Partner
may from time to time designate by notice to the Limited
Partner.
IV.
BUSINESS
The Partnership may engage in
any lawful business permitted by the Act, including without
limitation, acquiring, owning, operating, selling, leasing,
managing and otherwise dealing with real property and healthcare
businesses.
V. TERM
The term of the Partnership
commenced on the date the Certificate of Limited Partnership was
filed in the Office of the Secretary of State of Delaware and shall
continue until December 31, 2050, unless terminated sooner
pursuant to Section 10.1 of this Agreement.
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VI. CAPITAL CONTRIBUTION
AND STATUS
6.1 Capital
Contribution of the General Partner . The General Partner
shall make a Capital Contribution to the Partnership of $1.00,
payable in full in cash upon admission as the General
Partner.
6.2 Capital
Contribution of the Limited Partner . The Limited Partner
shall make a Capital Contribution to the Partnership of $99.00,
payable in full in cash upon admission as the Limited
Partner.
6.3 Future
Contribution . Neither Partner shall be required to make
any additional contribution of capital to the Partnership, although
the Partners may from time to time agree to make additional
contributions to the Partnership.
6.4 Limited
Liability . The Limited Partner shall not be bound by, or
personally liable for, the expenses, liabilities or obligations of
the Partnership, except as provided in the Act.
6.5 Role of Limited
Partner . Except as otherwise provided in this Agreement
and the Act, the Limited Partner shall take no part in or interfere
in any manner with the conduct or control of the business of the
Partnership and shall have no right or authority to act for or bind
the Partnership.
6.6 No Deficit Capital
Account Make-Up . Notwithstanding any other provision in
this Agreement, no Partner shall have an obligation to the
Partnership, to the other Partners or to third parties to restore a
negative Capital Account balance during the existence of the
Partnership or upon the dissolution or termination of the
Partnership.
VII. EXPENSES OF THE
PARTNERSHIP
7.1 Reimbursement of
Expenses Incurred by the General Partner . The General
Partner or its designee may charge the Partnership for all direct
expenses incurred by it or its Affiliates in connection with the
Partnership’s formation and business including legal,
accounting, record keeping and data processing services. The
General Partner or its designee may also charge the Partnership
with all allocable portions of direct expenses incurred in
connection with both Partnership and other activities, such
allocation to be determined on any basis selected by the General
Partner consistent with good accounting practice.
VIII. ALLOCATION OF INCOME
AND LOSSES; CASH DISTRIBUTIONS
8.1 Capital
Accounts . The Partnership will create for each Partner an
account to be designated its “Capital Account” and
shall maintain and adjust such Capital Account in accordance with
the Treasury Regulation Section 1.704-
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