2002025- 143
PENNSYLVANIA DEPARTMENT OF STATE CORPORATION BUREAU | ||||||||||
| Entity Number | Statement of Registration | |||||||||
| 682514 | Domestic Registered Limited Liability Partnership | |||||||||
| (15 Pa.C.S. § 8201A) | ||||||||||
| Name James D. Kraus, Esq./ | Buckingham, Doolittle & Burroughs, LLP | Document will be returned to the name and address you enter to | ||||||||
| Address | the left. | |||||||||
| 50 S. Main St., P. O. Box 1500 |  | |||||||||
| City | State | Zip Code | ||||||||
| Akron | Ohio | 44309–1500 | ||||||||
| Fee: $100 | Filed in the Department of State on | MAR 04 2002 | |||
ACTING /s/ [ILLEGIBLE] | |||||
| Secretary of the Commonwealth | |||||
In compliance with the requirements of 15 Pa.C.S. § 8201 (relating to statement of registration), the undersigned desiring to register a domestic registered limited liability partnership, hereby certifies that:
| 1. | The name of the domestic registered limited liability partnership (designator is required, i.e., “company”, “limited” or “limited liability partnership” or abbreviation): | |||||||
| Pavillion North, LLP | ||||||||
| 2. | Complete one of the following: | |||||||
| o | The partnership is a general partnership and the address, including number and street, if any, of its principal place of business: | |||||||
| Number and street | City | State | Zip | County | ||||
| x | The partnership is a limited partnership and the (a) address of its current registered office in this Commonwealth or (b) name of its commercial registered office provider and the county of venue is: | |||||||
| (a) Number and Street | City | State | Zip | County | ||||
| 9800 Old Perry Highway | Wexford | PA | 15090 | Allegheny | ||||
| (b) Name of Commercial Registered Office Provider | County | |||||||
| c/o: | ||||||||
[ILLEGIBLE]
2002025- 144
| 3. | The limited (strike out inapplicable term) partnership registers under 15 Pa.C.S. Subchapter 82A. | |||
| 4. | The registration has been authorized by at least a majority in interest of the partners. | |||
| IN TESTIMONY WHEREOF, the undersigned general partner of the domestic registered limited liability partnership has executed this Statement of Registration this | |||
20th day of December, 2001. | |||
| /s/ [ILLEGIBLE] | |||
| Signature | |||
2002021-1096
| PENNSYLVANIA DEPARTMENT OF STATE | ||||||||||
| CORPORATION BUREAU | ||||||||||
| Certificate of Amendment-Domestic | ||||||||||
| Entity Number | (15 Pa.C.S.) | |||||||||
| 682514 | x | Limited Partnership (§ 8512) | ||||||||
| o | Limited Liability Company (§ 8951) | |||||||||
Name James D. Kraus, Esq. | Buckingham, Doolittle & Burroughs, LLP | Document will be returned to the name and address you enter to the left. | ||||||||
| Address | ï | |||||||||
| 50 S. Main Street, P. O. Box 1500 | ||||||||||
| City | State | Zip Code | ||||||||
| Akron | Ohio | 44309-1500 | ||||||||
| Fee: $52 | Filed in the Department of State on | MAR 04 2002 | |||
| ACTING | |||||
| /s/ [ILLEGIBLE] | |||||
| Secretary of the Commonwealth | |||||
In compliance with the requirements of the applicable provisions (relating to certificate of amendment), the undersigned, desiring to amend its Certificate of Limited Partnership/Organization, hereby certifies that:
| 1. | The name of the limited partnership/limited liability company is: | |||
| Pavillion North, a Limited Partnership | ||||
| 2. | The date of filing of the original Certificate of Limited Partnership/Organization: | |||
| February 9, 1972 |
| 3. | Check, and if appropriate complete, one of the following: | |||
| o | The amendment adopted by the limited partnership/limited liability company, set forth in full, is as follows: | |||
| x | The amendment adopted by the limited partnership/limited liability company is set forth in full in Exhibit A attached hereto and made a part hereof. |
| 4. | Check, and if appropriate complete, one of the following: | |||
| x | The amendment shall be effective upon filing this Certificate of Amendment in the Department of State. | |||
| o | The amendment shall be effective on: _________ at_________. | |||
| Date Hour | ||||
2002021-1097
| 5. | Check if the amendment restates the Certificate of Limited Partnership/Organization: | |||
| o | The restated Certificate of Limited Partnership/Organization supersedes the original Certificate of Limited Partnership/Organization and all previous amendments thereto. | |||
| IN TESTIMONY WHEREOF, the undersigned limited partnership/limited liability company has caused this Certificate of Amendment to be executed this | |||
20th day of December, 2001. | |||
| Pavillion North, a Limited Partnership | |||
| Name of Limited Partnership/Limited Liability Company | |||
| /s/ [ILLEGIBLE] | |||
| Signature | |||
| Vice President | |||
| Title | |||
Pavillion Nursing Center North, Inc. General Partner | |||
2002021-1098
“EXHIBIT A”
The name and business address of the General Partner of the Partnership are as follows:
Pavillion Nursing Center North, Inc., a Pennsylvania corporation, with its principal place of business at 9800 Old Perry Highway, Wexford, Allegheny County, Pennsylvania 15090.
FIRST
AMENDED AND RESTATED
CERTIFICATE OF LIMITED PARTNERSHIP
OF
PAVILLION NORTH, A LIMITED PARTNERSHIP
We, the undersigned, desiring to continue a limited partnership pursuant to the Pennsylvania Revised Uniform Limited Partnership Act (“Act”), state as follows:
WHEREAS, the General and Limited Partners of Pavillion North, a Limited Partnership (the “Partnership”) organized pursuant to the Pennsylvania Limited Partnership Act of April 12, 1917, P.L. 55, as amended (“Prior Act”) having executed an original Certificate of Limited Partnership on January 27, 1972 and having caused same to be filed with the Recorder of Deeds of Allegheny County, Pennsylvania on February 9, 1972, recorded in Limited Partnership Volume 15, Page 423; and
WHEREAS, on August 22, 1978, a First Amendment to Certificate of Limited Partnership was executed by the then current Partners of the Partnership and duly recorded; and
WHEREAS, on July 20, 1979, a Second Amendment to Certificate of Limited Partnership was executed by the then current Partners of the Partnership and duly recorded; and
WHEREAS, on November 3, 1980, a Third Amendment to Certificate of Limited Partnership was executed by the then current Partners of the Partnership and duly recorded; and
WHEREAS, on March 30, 1984, a Fourth Amendment to Certificate of Limited Partnership was executed by the then current Partners of the Partnership and duly recorded; and
WHEREAS, the Partners now desire to file a First Amended and Restated Certificate of Limited Partnership to reflect the terms and provisions of the First Amended and Restated Agreement of Limited Partnership dated as of December 13, 1993;
NOW, THEREFORE, the undersigned hereby certify as follows:
1. The name of the Partnership shall remain as Pavillion North, a Limited Partnership.
2. The registered office of the Partnership shall be 9800 Old Perry Highway, Wexford, Pennsylvania 15090.
3. The names and business addresses of each General Partner of the Partnership are as follows:
General Partners: | Pavillion Nursing Center North, Inc. | |
| c/o Emery Medical Management Co. | ||
| 26055-A Emery Road | ||
| Cleveland, OH 44128-5780 | ||
| and | ||
| Hollis J. Garfield | ||
| c/o Wiggins/Garfield Associates | ||
| One Bigelow Square, Suite 2000 | ||
| Pittsburgh, PA 15219-3030 | ||
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the dates set opposite their signatures below.
| PAVILLION NURSING CENTER NORTH, INC. | |||||
| Dated: | 3/1/94 | By: | /s/ [ILLEGIBLE] | ||
| Vice President | Title | ||||
| Dated: | 3/1/94 | /s/ Hollis J. Garfield | |||
| Hollis J. Garfield | |||||
| “GENERAL PARTNERS” | |||||
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