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EXHIBIT 3.130
LIMITED PARTNERSHIP AGREEMENT
OF
MILLWOOD HOSPITAL, L.P.
This Limited Partnership Agreement is made and entered into this
31st day
of March, 2004, by and between PSI TEXAS HOSPITALS, LLC, a Texas
limited
liability company, the principal place of business of which is
113 Seaboard
Lane, Suite C-100, Franklin, Tennessee 37067, as the general
partner (the
"General Partner"), and PSI HOSPITALS, INC., a Delaware
corporation, the
principal place of business of which is 113 Seaboard Lane, Suite
C-100,
Franklin, Tennessee 37067, as the limited partner (the "Limited
Partner"). (The
General Partner and Limited Partner are collectively referred to
herein as the
"Partners.")
The Partners hereby agree as follows:
ARTICLE 1.
GENERAL
1.1 Formation. The Partners hereby form Millwood Hospital, L.P.
(the
"Partnership") as a limited partnership under the Texas Revised
Limited
Partnership Act (the "Limited Partnership Act").
1.2 Name. The name of the Partnership shall be "Millwood
Hospital, L.P."
and all business of the Partnership shall be conducted in such
name; provided,
however, the General Partner may change the name of the
Partnership at any time
and from time to time by notice to the Limited Partner.
1.3 Purpose. The purpose of the Partnership is to engage in any
lawful act
or activity in which a limited partnership may engage under the
Limited
Partnership Act including, without limitation, the acquisition,
development,
construction, owning, mortgaging, encumbering, leasing,
disposition, improvement
of and otherwise dealing with real property and related personal
property.
1.4 Term. The term of the Partnership shall commence upon filing
of the
Certificate of Limited Partnership of Millwood Hospital, L.P.
(the
"Certificate") with the Texas Secretary of State and shall
continue until the
completion of the Partnership's dissolution, winding up, and
liquidation as
provided herein.
1.5 Place of Business. The Partnership may have such places of
business
within the United States of America as the General Partner
determines to be
appropriate from time to time.
1.6 Registered Agent. The registered agent for service of
process on the
Partnership in the State of Texas shall be National Registered
Agents, Inc., 905
Congress Avenue, Austin, Texas 78701, or such other person as
the General
Partner may designate from time to time.
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1.7 Filings. The General Partner has executed and shall cause to
be filed
the Certificate in the office of the Texas Secretary of State,
in accordance
with the provisions of the Limited Partnership Act, and shall
execute and file
such other certificates or documents required by any state or
other jurisdiction
in which the Partnership engages in business. The General
Partner shall take any
and all other actions reasonably necessary to perfect and
maintain the status of
the Partnership as a limited partnership and shall execute and
file for public
record any and all filings in all places and at such times as
necessary for the
continuation of and transaction of business by the
Partnership.
ARTICLE 2.
CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS
2.1 General Partner. The General Partner shall contribute the
sum of One
Dollar ($1.00) as and for the General Partner's initial capital
contribution for
its general partnership interest in the Partnership. Except as
provided in this
Section 2.1, the General Partner shall not be required to make
any other capital
contributions to the Partnership.
2.2 Contribution of Limited Partner. The Limited Partner shall
contribute
the sum of Ninety-Nine Dollars ($99.00) to the Partnership as
and for its
initial capital contribution for its limited partnership
interest in the
Partnership.
2.3 No Right to Demand Capital Contributions; No Priorities.
Except as
otherwise provided in this Agreement and permitted by the
Limited Partnership
Act, the Limited Partner shall not demand or receive a return of
all or a
portion of its capital contributions or withdraw from the
Partnership without
the written consent of the General Partner. Under circumstances
requiring a
return of any capital contributions, no Partner shall have the
right to receive
property other than cash except as may be specifically provided
herein. No
Partner shall have priority over any other Partner, either with
respect to the
return of capital contributions or with respect to profits,
losses or
distributions.
2.4 No Interest on Capital Contributions. No Partner shall
receive any
interest, salary or drawing with respect to its capital
contributions or its
capital account or for services rendered to the Partnership or
otherwise in its
capacity as a Partner, except as otherwise provided in this
Agreement.
2.5 Limited Liability. The Limited Partner shall not be liable
for the
debts, liabilities, contracts or any other obligations of the
Partnership.
Except as otherwise provided by applicable law, the Limited
Partner shall be
liable only to make its capital contributions and shall not be
required to lend
any funds to the Partnership or, after its initial capital
contribution has been
made, to make any additional capital contributions to the
Partnership. Except as
otherwise provided in this Agreement, the General Partner shall
not have any
personal liability for the repayment of any capital
contributions of the Limited
Partner. The Limited Partner shall not participate in the
control of the
business of the Partnership.
2.6 Establishment of Capital Accounts. A capital account shall
be
established and maintained for each Partner in accordance with
Section 704(b) of
the Internal Revenue Code of
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1986, as amended from time to time (the "Code"), the U.S.
Treasury Regulations
promulgated thereunder (the "Regulations") and this
Agreement.
ARTICLE 3.
ALLOCATIONS AND DISTRIBUTIONS
3.1 Participation in Profits or Losses. Profits or losses of
the
Partnership, including all items of income, gain, loss,
deduction, and credit,
for each fiscal year shall be allocated one percent (1%) to the
General Partner
and ninety-nine percent (99%) to the Limited Partner.
3.2 Basis for Determining Profits or Losses. For purposes of
determining
the profits, losses, and each item thereof allocable to any
period, profits,
losses, and each item thereof shall be determined on a daily,
monthly, or other
basis, as determined by the General Partner using any
permissible method under
Code Section 706 and the Regulations thereunder.
3.3 Distributions. Except as otherwise provided in Article 7
hereof,
distributions of cash or other property shall be made, at such
times as the
General Partner may determine, one percent (1%) to the General
Partner and
ninety-nine percent (99%) to the Limited Partner.
ARTICLE 4.
MANAGEMENT
4.1 Management of the Partnership. The General Partner shall
have full,
exclusive and complete charge of all affairs and business of the
Partnership and
of the management and control of the Partnership, subject only
to the
limitations in this Agreement. The General Partner shall have
all the rights and
powers that may be possessed by a general partner under the
Limited Partnership
Act and such rights and powers as are otherwise conferred by law
or it deems
necessary, advisable or convenient in managing the business and
affairs of the
Partnership.
4.2 Limited Role of Limited Partner. Except as otherwise set
forth in this
Section 4.2, the Limited Partner shall not take part in, or
interfere in any
manner with, the conduct or control of the business or affairs
of the
Partnership or have any authority to act for, or on behalf of,
the Partnership;
provided, however, at the sole and absolute discretion of the
General Partner,
the Limited Partner may possess and exercise any of the powers
allowed to be
possessed or exercised by a limited partner under the Limited
Partnership Act
without the Limited Partner being deemed to participate in the
control of the
Partnership's business.
4.3 Exculpation of General Partner. No act or omission by the
Partnership
or the General Partner, except gross negligence or willful
misconduct, shall
ever subject the General Partner or its parent corporation,
their shareholders,
officers, directors, employees, or agents to any liability to
the Partnership or
any Partner. The foregoing exculpation and exoneration expressly
covers acts or
omissions which constitute or are accompanied by simple, common
or ordinary
negligence.
4.4 Indemnification of General Partner. To the fullest extent
provided by
law, the Partnership shall indemnify the General Partner and its
parent
corporation, their shareholders,
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officers, directors, partners, agents and employees, and hold
them harmless from
and against all claims and liabilities arising from, or related
to, any
qualified act or omission of the Partnership and/or the General
Partner under
this Agreement, including all damages, judgments, fees,
settlements, costs and
attorneys' fees actually and reasonably paid or incurred by the
General Partner
or its parent corporation in connection with any action, claim,
suit or
proceeding covered by this indemnity. A "qualified act or
omission" for purposes
of this Section 4.4 is an act or omission done in good faith or
in a manner the
General Partner or its parent corporation reasonably believed to
be in, or not
opposed to, the best interest of the Partnership.
ARTICLE 5.
TRANSFERS OF INTERESTS
5.1 Voluntary Transfers by General Partner. The General Partner
shall have
the right to sell, assign, transfer, give or in any other way
dispose of its
entire interest as general partner of the Partnership. Prior to
the effective
date of such sale, assignment or transfer, such purchaser,
assignee or
transferee shall be admitted as an additional general partner of
the Partnership
and is hereby authorized to continue the business of the
Partnership without
dissolution. Upon such a sale or other disposition, the General
Partner shall
cease to be a general partner of the Partnership as provided in
Article 6.
Notwithstanding anything in this Agreement to the contrary, the
General Partner
may pledge, encumber, or otherwise give as collateral for loans
or other
indebtedness, its general partnership interest in the
Partnership without notice
to or the consent of the Limited Partner; upon any such pledge,
encumbrance or
grant of a security interest by the General Par
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