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- S-4 Registration of securities issued in business combination transactions
- 3.1 Restated Certification of Incorporation of the Company
- 3.5 Bay Hospital, Inc. Articles of Incorporation
- 3.6 Bay Hospital, Inc. By-laws
- 3.7 Brigham City Community Hospital, Inc. Articles of Incorporation
- 3.8 Brigham City Community Hospital, Inc. By-laws
- 3.9 Brookwood Medical Center of Gulfport, Inc. Certificate of Incorporation
- 3.10 Brookwood Medical Center of Gulfport, Inc. By-laws
- 3.11 Capital Division, Inc. Articles of Incorporation
- 3.12 Capital Division, Inc. By-laws
- 3.13 Centerpoint Medical Center of Independence, LLC Certificate of Formation
- 3.14 Centerpoint Medical Center of Independence, LLC Limited Liability Company Agm't
- 3.15 Central Florida Regional Hospital, Inc. Articles of Incorporation
- 3.16 Central Florida Regional Hospital, Inc. By-laws
- 3.17 Central Shared Services, LLC Articles of Organization
- 3.18 Central Shared Services, LLC Limited Liability Company Agreement
- 3.19 Central Tennessee Hospital Corporation Charter
- 3.20 Central Tennessee Hospital Corporation By-laws
- 3.21 Chca Bayshore, L.P. Certificate of Limited Partnership
- 3.22 Chca Bayshore, L.P. Agreement of Limited Partnership
- 3.23 Chca Conroe, L.P. Certificate of Limited Partnership
- 3.24 Chca Conroe, L.P. Agreement of Limited Partnership
- 3.25 Chca East Houston, L.P. Certificate of Limited Partnership
- 3.26 Chca East Houston, L.P. Agreement of Limited Partnership
- 3.27 Chca Mainland, L.P. Certificate of Limited Partnership
- 3.28 Chca Mainland, L.P. Agreement of Limited Partnership
- 3.29 Chca West Houston, L.P. Certificate of Limited Partnership
- 3.30 Chca West Houston, L.P. Agreement of Limited Partnership
- 3.31 Chca Woman's Hospital, L.P. Certificate of Limited Partnership
- 3.32 Chca Woman's Hospital, L.P. Agreement of Limited Partnership
- 3.33 Chippenham & Johnston-willis Hospitals, Inc. Articles of Incorporation
- 3.34 Chippenham & Johnston-willis Hospitals, Inc. By-laws
- 3.35 CMS GP, LLC Certificate of Formation
- 3.36 CMS GP, LLC Limited Liability Company Agreement
- 3.37 Colorado Health Systems, Inc. Articles of Incorporation
- 3.38 Colorado Health Systems, Inc. By-laws
- 3.39 Columbia Asc Management, L.P. Certificate of Limited Partnership
- 3.40 Columbia Asc Management, L.P. Agreement of Limited Partnership
- 3.41 Columbia Jacksonville Healthcare System, Inc. Articles of Incorporation
- 3.42 Columbia Jacksonville Healthcare System, Inc. By-laws
- 3.43 Columbia Lagrange Hospital, Inc. Articles of Incorporation
- 3.44 Columbia Lagrange Hospital, Inc. By-laws
- 3.45 Columbia Medical Center of Arlington Sub., L.P. Cert. of Limited Partnership
- 3.46 Columbia Medical Center of Arlington, Sub. L.P. Agreement of Limited Partnership
- 3.47 Columbia Medical Center of Denton Subsidiary, L.P. Cert. of Limited Partnership
- 3.48 Columbia Medical Center of Denton Subsidiary, L.P. Agreement of Limited Pship
- 3.49 Columbia Medical Center of Las Colinas, Inc. Articles of Incorporation
- 3.50 Columbia Medical Center of Las Colinas, Inc. By-laws
- 3.51 Columbia Medical Center of Lewisville Sub., L.P. Cert. of Limited Partnership
- 3.52 Columbia Medical Center of Lewisville Sub., L.P. Agrm't of Limited Partnership
- 3.53 Columbia Medical Center of Mckinney Sub., L.P. Cert. of Limited Partnership
- 3.54 Columbia Medical Center of Mckinney Sub., L.P. Agreement of Limited Partnership
- 3.55 Columbia Medical Center of Plano Subsidiary, L.P. Cert. of Limited Partnership
- 3.56 Columbia Medical Center of Plano Subsidiary, L.P. Agrm't of Limited Partnership
- 3.57 Columbia North Hills Hospital Subsidiary, L.P. Cert. of Limited Partnership
- 3.58 Columbia North Hills Hospital Subsidiary, L.P. Agreement of Limited Partnership
- 3.59 Columbia Ogden Medical Center, Inc. Articles of Incorporation
- 3.60 Columbia Ogden Medical Center, Inc. By-laws
- 3.61 Columbia Parkersberg Healthcare System, LLC Articles of Incorporation
- 3.62 Columbia Parkersberg Healthcare System, LLC Operating Agreement
- 3.63 Columbia Plaza Medical CTR. of Fort Worth Sub Certificate of Limited Partnership
- 3.64 Columbia Plaza Medical CTR. of Fort Worth Sub Agreement of Limited Partnership
- 3.65 Columbia Polk General Hospital, Inc. Articles of Incorporation
- 3.66 Columbia Polk General Hospital, Inc. By-laws
- 3.67 Columbia Rio Grande Healthcare, L.P. Certificate of Limited Partnership
- 3.68 Columbia Rio Grande Healthcare, L.P. Amended and Restated Limited Pship Agr't
- 3.69 Columbia Riverside, Inc. Articles of Incorporation
- 3.70 Columbia Riverside, Inc. By-laws
- 3.71 Columbia Valley Healthcare System, L.P. Certificate of Limited Partnership
- 3.72 Columbia Valley Healthcare System, L.P. Amended and Restated Limited Pship Agr't
- 3.73 Columbia/alleghany Regional Hospital, Incorporated Articles of Incorporation
- 3.74 Columbia/alleghany Regional Hospital, Incorporated By-laws
- 3.75 Columbia/hca John Randolph, Articles of Incorporation
- 3.76 Columbia/hca John Randolph, Inc. By-laws
- 3.77 Columbine Psychiatric Center, Inc. Articles of Incorporation
- 3.78 Columbine Psychiatric Center, Inc. By-laws
- 3.79 Columbus Cardiology, Inc. Certificate of Incorporation
- 3.80 Columbus Cardiology, Inc. By-laws
- 3.81 Conroe Hospital Corportation Articles of Incorporation
- 3.82 Conroe Hospital Corporation By-laws
- 3.83 Dallas/ft. Worth Physician, LLC Certificate of Formation
- 3.84 Dallas/ft. Worth Physician, LLC Limited Liability Company Agreement
- 3.85 Dauterive Hospital Corporation Articles of Incorporation
- 3.86 Dauterive Hospital Corporation By-laws
- 3.87 Dublin Community Hospital, LLC Limited Liability Company Agreement
- 3.88 Dublin Community Hospital, LLC Articles of Organization
- 3.89 Eastern Idaho Health Services, Inc. Articles of Incorporation
- 3.90 Eastern Idaho Health Services, Inc. By-laws
- 3.91 Edmond Regional Medical Center, LLC Certificate of Formation
- 3.92 Edmond Regional Medical Center, LLC Limited Liability Company Agreement
- 3.93 El Paso Surgicenter, Inc. Articles of Incorporation
- 3.94 El Paso Surgicenter, Inc. By-laws
- 3.95 Edward White Hospital, Inc. Articles of Incorporation
- 3.96 Edward White Hospital, Inc. By-laws
- 3.97 Encino Hospital Corporation, Inc. Articles of Incorporation
- 3.98 Encino Hospital Corporation, Inc. By-laws
- 3.99 Ep Health, LLC Limited Liability Company Agreement
- 3.100 Ep Health LLC Limited Liability Company Agreement
- 3.101 Fairview Park GP, LLC Certificate of Formation
- 3.102 Fairview Park GP, LLC Limited Liability Company Agreement
- 3.103 Fairview Park, Limited Partnership Certificate of Limited Partnership
- 3.104 Fairview Park, Agreement of Limited Partnership
- 3.105 Frankfort Hospital, Inc. Articles of Incorporation
- 3.106 Frankfort Hospital, Inc. By-laws
- 3.107 Galen Property, LLC Articles of Organization
- 3.108 Galen Property, LLC Operating Agreement
- 3.109 General Healthserv, LLC Certificate of Formation
- 3.110 General Healthserv, LLC Limited Liability Company Agreement
- 3.111 Good Samaritan Hospital, L.P. Certificate of Limited Partnership
- 3.112 Good Samaritan Hospital, L.P. Agreement of Limited Partnership
- 3.113 Goppert-trinity Family Care, LLC Certificate of Formation
- 3.114 Goppert-trinity Family Care, LLC Limited Liability Company Agreement
- 3.115 GPCH-GP, Inc. Certificate of Incorporation
- 3.116 GPCH-GP, Inc. By-laws
- 3.117 Grand Strand Regional Medical Center,llc Certificate of Formation
- 3.118 Grand Strand Regional Medical Center, LLC Limited Liability Company Agreement
- 3.119 Green Oaks Hospital Subsidiary, L.P. Certificate of Limited Partnership
- 3.120 Green Oaks Hospital Subsidiary, L.P. Agreement of Limited Partnership
- 3.121 Greenview Hospital, Inc. Articles of Incorporation
- 3.122 Greenview Hospital, Inc. By-laws
- 3.123 Hamilton Medical Center, Inc. Articles of Incorporation
- 3.124 Hamilton Medical Center, Inc. By-laws
- 3.125 Hca Central Group, Inc. Certificate of Incorporation
- 3.126 Hca Central Group, Inc. By-laws
- 3.127 Hca Health Services of Florida, Inc. Articles of Incorporation
- 3.128 Hca Health Services of Florida, Inc. By-laws
- 3.129 Hca Health Services of Louisiana, Inc. Articles of Incorporation
- 3.130 Hca Health Services of Louisiana, Inc. By-laws
- 3.131 Hca Health Services of Oklahoma, Inc. Articles of Incorporation
- 3.132 Hca Health Services of Oklahoma, Inc. By-laws
- 3.133 Hca Health Services of Tennessee, Inc Charter
- 3.134 Hca Health Services of Tennessee, Inc. By-laws
- 3.135 Hca Health Services of Virginia, Inc. Certificate of Incorporation
- 3.136 Hca Health Services of Virginia, Inc. By-laws
- 3.137 Hca Management Services, L.P. Certificate of Limited Partnership
- 3.138 Hca Management Services, L.P. Agreement of Limited Partnership
- 3.139 HD&S Corp. Successor, Inc. Articles of Incorporation
- 3.140 HD&S Corp. Successor, Inc. By-laws
- 3.141 Health Midwest Office Facilities Corporation Articles of Incorporation
- 3.142 Health Midwest Office Facilities Corporation By-laws
- 3.143 Health Midwest Ventures Group, Inc. Articles of Incorporation
- 3.144 Health Midwest Ventures Group, Inc. By-laws
- 3.145 Healthtrust Mob, LLC Certificate of Formation
- 3.146 Healthtrust Mob, LLC Limited Liability Company Agreement
- 3.147 Hendersonville Hospital Corporation Charter
- 3.148 Hendersonville Hospital Corporation By-laws
- 3.149 Hospital Corporation of North Carolina Articles of Incorporation
- 3.150 Hospital Corporation of North Carolina By-laws
- 3.151 Hospital Corporation of Tennessee Charter
- 3.152 Hospital Corporation of Tennessee By-laws
- 3.153 Hospital Corporation of Utah Articles of Incorporation
- 3.154 Hospital Corporation of Utah By-laws
- 3.155 Hospital Development Properties, Inc. Certificate of Incorporation
- 3.156 Hospital Development Properties, Inc. By-laws
- 3.157 HSS Holdco, LLC Certificate of Formation
- 3.158 HSS Holdco, LLC Limited Liability Company Agreement
- 3.159 HSS Systems Va, LLC Certificate of Formation
- 3.160 HSS Systems Va, LLC Limited Liability Company Agreement
- 3.161 HSS Systems, LLC Certificate of Formation
- 3.162 HSS Systems, LLC Limited Liability Company Agreement
- 3.163 HSS Virginia, L.P. Certificate of Limited Partnership
- 3.164 HSS Virginia, L.P. Agreement of Limited Partnership
- 3.165 Hti Memorial Hospital Corporation Articles of Incorporation
- 3.166 Hti Memorial Hospital Corporation By-laws
- 3.167 Integrated Regional Lab, LLC Articles of Organization
- 3.168 Integrated Regional Lab, LLC Operating Agreement
- 3.169 Integrated Regional Laboratories, LLP Statement of Qualification
- 3.170 Integrated Regional Laboratories, LLP Partnership Agreement
- 3.171 JFK Medical Center Limited Partnership Certificate of Limited Partnership
- 3.172 JFK Medical Center Limited Partnership Agreement of Limited Partnership
- 3.173 Kph-consolidation, Inc. Articles of Incorporation
- 3.174 Kph-consolidation, Inc. By-laws
- 3.175 Lakeland Medical Center, LLC Certificate of Formation
- 3.176 Lakeland Medical Center, LLC Limited Liability Company Agreement
- 3.177 Lakeview Medical Center, LLC Certificate of Formation
- 3.178 Lakeview Medical Center, LLC Limited Liability Company Agreement
- 3.179 Largo Medical Center, Inc. Articles of Incorporation
- 3.180 Largo Medical Center, Inc. By-laws
- 3.181 Las Vegas Surgicare, Inc. Articles of Incorporation
- 3.182 Las Vegas Surgicare, Inc. By-laws
- 3.183 Lawnwood Medical Center, Inc. Articles of Incorporation
- 3.184 Lawnwood Medical Center, Inc. By-laws
- 3.185 Lewis-gale Hospital, Incorporated Articles of Incorporation
- 3.186 Lewis-gale Hospital, Incorporated By-laws
- 3.187 Lewis-gale Medical Center, LLC Certificate of Formation
- 3.188 Lewis-gale Medical Center, LLC Limited Liability Company Agreement
- 3.189 Lewis-gale Physicians, LLC Articles of Organization
- 3.190 Lewis-gale Physicians, LLC Operating Agreement
- 3.191 Los Robles Regional Medical Center Articles of Incorporation
- 3.192 Los Robles Regional Medical Center By-laws
- 3.193 Management Services Holdings, Inc. Certificate of Incorporation
- 3.194 Management Services Holdings, Inc. By-laws
- 3.195 Marietta Surgical Center, Inc. Articles of Incorporation
- 3.196 Marietta Surgical Center, Inc. By-laws
- 3.197 Marion Community Hospital, Inc. Articles of Incorporation
- 3.198 Marion Community Hospital, Inc. By-laws
- 3.199 Mca Investment Company Articles of Incorporation
- 3.200 Mca Investment Company By-laws
- 3.201 Medical Centers of Oklahoma, LLC Certificate of Formation
- 3.202 Medical Centers of Oklahoma, LLC Limited Liability Company Agreement
- 3.203 Medical Office Buildings of Kansas, LLC Certificate of Formation
- 3.204 Medical Office Buildings of Kansas, LLC Operating Agreement
- 3.205 Memorial Healthcare Group, Inc. Articles of Incorporation
- 3.206 Memorial Healthcare Group, Inc. By-laws
- 3.207 Midwest Division - Ach, LLC Certificate of Formation
- 3.208 Midwest Division - Ach, LLC Limited Liability Company Agreement
- 3.209 Midwest Division - LRHC, LLC Certificate of Formation
- 3.210 Midwest Division - LRHC, LLC Limited Liability Company Agreement
- 3.211 Midwest Division - LSH, LLC Certificate of Formation
- 3.212 Midwest Division - LSH, LLC Limited Liability Company Agreement
- 3.213 Midwest Division - Mci, LLC Certificate of Formation
- 3.214 Midwest Division - Mci, LLC Limited Liability Company Agreement
- 3.215 Midwest Division - MMC, LLC Certificate of Formation
- 3.216 Midwest Division - MMC, LLC Limited Liability Company Agreement
- 3.217 Midwest Division - Oprmc, LLC Certificate of Formation
- 3.218 Midwest Division - Oprmc, LLC Limited Liability Company Agreement
- 3.219 Midwest Division - PFC, LLC Certificate of Formation
- 3.220 Midwest Division - PFC, LLC Limited Liability Company Agreement
- 3.221 Midwest Division - RBH, LLC Articles of Organization
- 3.222 Midwest Division - RBH, LLC Limited Liability Company Agreement
- 3.223 Midwest Division - RMC, LLC Certificate of Formation
- 3.224 Midwest Division - RMC, LLC Limited Liability Company Agreement
- 3.225 Midwest Division - RPC, LLC Certificate of Formation
- 3.226 Midwest Division - RPC, LLC Limited Liability Company
- 3.227 Midwest Holdings, Inc. Certificate of Incorporation
- 3.228 Midwest Holdings, Inc. By-laws
- 3.229 Montgomery Regional Hospital, Inc. Articles of Incorporation
- 3.230 Montgomery Regional Hospital, Inc. By-laws
- 3.231 Mountain View Hospital, Inc. Certificate of Incorporation
- 3.232 Mountain View Hospital, Inc. By-laws
- 3.233 Nashville Shared Services General Partnership Agreement
- 3.234 Nashville Shared Services General Partnership Agreement
- 3.235 National Patient Account Services, Inc. Articles of Incorporation
- 3.236 National Patient Account Services, Inc. By-laws
- 3.237 New Port Richey Hospital, Inc. Articles of Incorporation
- 3.238 New Port Richey Hospital, Inc. By-laws
- 3.239 New Rose Holding Company, Inc. Articles of Incorporation
- 3.240 New Rose Holding Company, Inc. By-laws
- 3.241 North Florida Immediate Care Center, Inc. Articles of Incorporation
- 3.242 North Florida Immediate Care Center, Inc. By-laws
- 3.243 North Florida Regional Medical Center, Inc. Articles of Incorporation
- 3.244 North Florida Regional Medical Center, Inc. By-laws
- 3.245 Northern Utah Healthcare Corporation Articles of Incorporation
- 3.246 Northern Utah Healthcare Corporation By-laws
- 3.247 Northern Virginia Community Hospital, LLC Articles of Organization
- 3.248 Northern Virginia Community Hospital, LLC Limited Liability Company Agreement
- 3.249 Northlake Medical Center, LLC Certificate of Formation
- 3.250 Northlake Medical Center, LLC Limited Liability Company Agreement
- 3.251 Notami Hospitals of Louisiana, Inc. Articles of Incorporation
- 3.252 Notami Hospitals of Louisiana, Inc. By-laws
- 3.253 Notami Hospitals, LLC Certificate of Formation
- 3.254 Notami Hospitals, LLC Limited Liability Company Agreement
- 3.255 Okaloosa Hospital, Inc. Articles of Incorporation
- 3.256 Okaloosa Hospital, Inc. By-laws
- 3.257 Okeechobee Hospital, Inc. Articles of Incorporation
- 3.258 Okeechobee Hospital, Inc. By-laws
- 3.259 Outpatient Cardiovascular Center of Central Florida, LLC Cert. of Formation
- 3.260 Outpatient Cardiovascular Center of Central Florida, LLC Operating Agreement
- 3.261 Palms West Hospital Limited Partnership Agreement of Limited Partnership
- 3.262 Palms West Hospital Limited Partnership Certificate of Limited Partnership
- 3.263 Palmyra Park Hospital, Inc. Articles of Incorporation
- 3.264 Palmyra Park Hospital, Inc. By-laws
- 3.265 Plantation General Hospital, L.P. Agreement of Limited Partnership
- 3.266 Plantation General Hospital, L.P. Certificate of Limited Partnership
- 3.267 Pulaski Community Hospital, Inc. Articles of Incorporation
- 3.268 Pulaski Community Hospital, Inc. By-laws
- 3.269 Redmond Park Hospital, LLC Articles of Organization
- 3.270 Redmond Park Hospital, LLC Limited Liability Company Agreement
- 3.271 Redmond Physician Practice Company Articles of Incorporation
- 3.272 Redmond Physician Practice Company By-laws
- 3.273 Reston Hospital Center, LLC Certificate of Formation
- 3.274 Reston Hospital Center, LLC Limited Liability Company Agreement
- 3.275 Retreat Hospital, Inc. Articles of Incorporation
- 3.276 Retreat Hospital, Inc. By-laws
- 3.277 Rio Grande Regional Hospital, Inc. Articles of Incorporation
- 3.278 Rio Grande Regional Hospital, Inc. By-laws
- 3.279 Riverside Healthcare System, L.P. Certificate of Limited Partnership
- 3.280 Riverside Healthcare System, L.P. Limited Partnership Agreement
- 3.281 Riverside Healthcare System, L.P. Certificate of Incorporation
- 3.282 Riverside Hospital, Inc. By-laws
- 3.283 Samaritan, LLC Certificate of Formation
- 3.284 Samaritan, LLC Limited Liability Company Agreement
- 3.285 San Jose Healthcare System, LP Certificate of Limited Partnership
- 3.286 San Jose Healthcare System, LP Limited Partnership Agreement
- 3.287 San Jose Healthcare System, LP Agreement of Limited Partnership
- 3.288 San Jose Healthcare System, LP Certificate of Limited Partnership Agreement
- 3.289 San Jose Medical Center, LLC Certificate of Formation
- 3.290 San Jose Medical Center, LLC Limited Liability Company Agreement
- 3.291 San Jose LLC Certificate of Formation
- 3.292 San Jose, LLC Limited Liability Company Agreement
- 3.293 Sarasota Doctors Hospital, Inc. Articles of Incorporation
- 3.294 Sarasota Doctors Hospital. Inc. By-laws
- 3.295 SJMC, LLC Certificate of Formation
- 3.296 SJMC, LLC Limited Liability Company Agreement
- 3.297 Southern Hills Medical Center, LLC Certificate of Formation
- 3.298 Southern Hills Medical Center, LLC Limited Liability Company Agreement
- 3.299 Spotsylvania Medical Center, Inc. Articles of Incorporation
- 3.300 Spotsylvania Medical Center, Inc By-laws
- 3.301 Spring Branch Medical Center, Inc. Articles of Incorporation
- 3.302 Spring Branch Medical Center, Inc. By-laws
- 3.303 Spring Hill Hospital, Inc. Charter
- 3.304 Spring Hill Hospital, Inc. By-laws
- 3.305 ST. Mark's Lone Peak Hospital, Inc. Articles of Incorporation
- 3.306 ST. Mark's Lone Peak Hospital, Inc.by-laws
- 3.307 Sun City Hospital, Inc. Articles of Incorporation
- 3.308 Sun City Hospital, Inc. By-laws
- 3.309 Sunbelt Regional Medical Center, Inc. Articles of Incorporation
- 3.310 Sunbelt Regional Medical Center, Inc. By-laws
- 3.311 Sunrise Mountainview Hospital, Inc. Articles of Incorporation
- 3.312 Sunrise Mounatinview Hospital, Inc. By-laws
- 3.313 Surgicare of Brandon, Inc. Articles of Incorporation
- 3.314 Surgicare of Brandon, Inc. By-laws
- 3.315 Surgicare of Florida Inc. Articles of Incorporation
- 3.316 Surgicare of Florida Inc. By-laws
- 3.317 Surgicare of Houston Women's, Inc. Articles of Incorporation
- 3.318 Surgicare of Houston Women's, Inc. By-laws
- 3.319 Surgicare of Manatee, Inc. Articles of Incorportion
- 3.320 Surgicare of Manatee, Inc. By-laws
- 3.321 Surgicare of New Port Richey, Inc. Articles of Incorporation
- 3.322 Surgicare of New Port Richey, Inc. By-laws
- 3.323 Surgicare of Palms West, Inc. Articles of Organization
- 3.324 Surgicare of Palms West, LLC Articles of Organization Agreement
- 3.325 Surgicare of Riverside, LLC Articles of Organization
- 3.326 Surgicare of Riverside, LLC Limited Liability Company Agreement
- 3.327 Tallahassee Medical Center, Inc. Articles of Incorporation
- 3.328 Tallahassee Medical Center, Inc. By-laws
- 3.329 TCMC Madison-portland, Inc. Articles of Incorporation
- 3.330 TCMC Madison-portland, Inc. By-laws
- 3.331 Terre Haute Hospital GP, Inc. Certificate of Incorporation
- 3.332 Terre Haute Hospital GP, Inc. By-laws
- 3.333 Terre Haute Hospital Holdings, Inc. Certificate of Incorporation
- 3.334 Terre Haute Hospital Holdings, Inc. By-laws
- 3.335 Terre Haute Mob, L.P. Certificate of Limited Partnership
- 3.336 Terre Haute Mob, L.P. Limited Partnership Agreement
- 3.337 Terre Haute Regional Hospital, L.P. Certificate of Limited Partnership
- 3.338 Terre Haute Regional Hospital, L.P. Limited Partnership Agreement
- 3.339 Timpanogos Regional Medical Services, Inc. Certificate of Incorporation
- 3.340 Timpanogos Regional Medical Services, Inc. By-laws
- 3.341 Trident Medical Center, LLC Certificate of Formation
- 3.342 Trident Medical Center, LLC Limited Liability Company Agreement
- 3.343 Utah Medco, LLC Certificate of Formation
- 3.344 Utah Medco, LLC Limited Liability Company Agreement
- 3.345 VH Holdco, Inc. Articles of Incorporation
- 3.346 VH Holdco, Inc. By-laws
- 3.347 VH Holdings, Inc. Articles of Incorporation
- 3.348 VH Holdings, Inc. By-laws
- 3.349 Virginia Psychiatric Company, Inc. Articles of Incorporation
- 3.350 Virginia Psychiatric Company, Inc. By-laws
- 3.351 W & C Hospital, Inc. Articles of Incorporation
- 3.352 W & C Hospital, Inc. By-laws
- 3.353 Waterboro Community Hospital, Inc. Articles of Incorportation
- 3.354 Waterboro Community Hospital, Inc. By-laws
- 3.355 Wesley Medical Center, LLC Certificate of Formation
- 3.356 Wesley Medical Center, LLC Limited Liability Company Agreement
- 3.357 West Florida Regional Medical Center, Inc. Articles of Incorportation
- 3.358 West Florida Regional Medical Center, Inc. By-laws
- 3.359 West Valley Medical Center, Inc. Articles of Incorporation
- 3.360 West Valley Medical Center, Inc. By-laws
- 3.361 Western Plains Capital, Inc. Articles of Incorporation
- 3.362 Western Plains Capital, Inc, By-laws
- 3.363 WHMC, Inc. Articles of Incorporation
- 3.364 WHMC, Inc. By-laws
- 3.365 Woman's Hospital of Texas, Incorporated Certificate of Incorporation
- 3.366 Woman's Hospital of Texas, Incorporated By-laws
- 3.367 Women's and Children's Hospital, Inc. Articles of Incorporation
- 3.368 Women's and Children's Hospital, Inc. By-laws
- 4.7 Amendment No. 1 to the Credit Agreement
- 4.13 General Intercreditor Agreement
- 4.13 Receivables Intercreditor Agreement
- 4.14 Registration Rights Agreement
- 4.15 Assignment and Assumption Agreement
- 4.16 Indenture
- 4.16 First Supplemental Indenture
- 4.16 Second Supplemental Indenture
- 4.16 Third Supplemental Indenture
- 4.17 Form of 7.5% Debentures Due 2023
- 4.18 Form of 8.36% Debenture Due 2024
- 4.19 Form of Fixed Rate Global Medium Term Note
- 4.20 Form of Floating Rate Global Medium-term Note
- 4.22 Form of 7.19% Debenture Due 2015
- 4.23 Form of 7.50% Debenture Due 2095
- 4.24 Form of 7.05% Debenture Due 2027
- 4.25 Form of Fixed Rate Global Medium-term Note
- 4.26 8.750% Note In the Principal Amount of $400,000,000 Due 2010
- 4.26 8.750% Note In the Principal Amount of $350,000,000 Due 2010
- 4.27 8.75% Note Due 2010 In the Princ. Amount of 150,000,000 British Pound Sterling
- 4.28 7 7/8% Note In the Principal Amount of $100,000,000 Due 2011
- 4.28 7 7/8% Note In the Principal Amount of $400,000,000 Due 2011
- 4.29 6.95% Note Due 2012 In the Principal Amount of $400,000,000
- 4.29 6.95% Note Due 2012 In the Principal Amount of $100,000,000
- 5.1 Opinion of Simpson Thacher & Bartlett LLP
- 10.1 Amended and Restated Columbia/hca Healthcare Corp. 1992 Stock and Incentive Plan
- 10.1 First Amendment to Amend. & Restated Columbia/hca 1992 Stock and Incentive Plan
- 10.3 Form of Indemnity Agreement with Certain Officers and Directors
- 10.6 Columbia/hca Healthcare Corporation 2000 Equity Incentive Plan
- 10.17 Civil and Administrative Settlement Agreement
- 10.18 Plea Agreement
- 10.19 Corporate Integrity Agreement
- 10.22 Hca Supplemental Executive Retirement Plan
- 10.23 Hca Restoration Plan
- 10.30 Registration Rights Agreement
- 12.1 Statement Regarding Computation of Ratio of Earnings to Fixed Charges
- 21.1 List of Subsidiaries
- 23.2 Consent of Ernst & Young LLP
- 25.1 Form T-1 (9 1/8% Senior Secured Notes Due 2014)
- 25.2 Form T-1 (9 1/4% Senior Secured Notes Due 2016)
- 25.3 Form T-1 (9 5/8% / 10 3/8% Senior Secured Toggle Due 2016)
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Letter to Brokers, Dealers
- 99.3 Form of Letter to Clients
- 99.4 Form of Notice of Guaranteed Delivery
Exhibit 3.170
PARTNERSHIP AGREEMENT
OF
INTEGRATED REGIONAL LABORATORIES, LLP
THIS PARTNERSHIP AGREEMENT (the “Agreement”) of Integrated Regional Laboratories, LLP, a Delaware limited liability partnership (the “Partnership”), is made and entered effective as of the 8th day of December, 2005, by and between Integrated Regional Lab, LLC, a Florida limited liability company (“IRL”), and Health Services (Delaware), Inc., a Delaware corporation (“HSD”).
WITNESSETH
WHEREAS, HSD and MDS Laboratories Inc. (“MDS”) each formerly owned a 50% general partnership interest in the Partnership, which was formerly known as Integrated Regional Laboratories;
WHEREAS, HSD transferred a 49% interest in the Partnership to IRL pursuant to a Partnership Interest Contribution Agreement dated July 31, 2005 by and between HSD and IRL;
WHEREAS, MDS sold its interest in the Partnership to IRL pursuant to a Purchase Agreement dated July 31, 2005 by and between MDS and IRL; and
WHEREAS, as the owners of all of the partnership interests, IRL and HSD have approved of the Partnership becoming a limited liability partnership pursuant to §15-1001, et seq. of the Act;
WHEREAS, IRL and HSD desire to terminate the Joint Venture Agreement of the Partnership and replace it with this Agreement effective as of the date hereof.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereby covenant and agree as follows:
ARTICLE I
Definitions
When used in this Agreement, the following terms shall have the meanings set forth below:
1.1. “Act” shall mean the Delaware Revised Uniform Partnership Act effective as of the date hereof.
1.2. “Available Cash Flow” shall mean all cash funds of the Partnership on hand at the end of each period, but not less than annually, after payment of all Partnership obligations including debt service, rent, interest and reasonably anticipated cash expenses and contingencies, including rent, reserves, and all outstanding and unpaid current cash obligations of the Partnership at the end of such period (including those which are in dispute).
1.3. “Fiscal Year” shall be equal to a calendar year.
1.4. “Majority Vote” shall mean at least 51% of the Partnership Percentage Interest entitled to vote on a matter or action.
1.5. “Managing Partner” shall have the meaning set forth in Article V of this Agreement.
1.6. “Partners” shall mean IRL and HSD, together with any additional Partners admitted pursuant to the provisions of this Agreement.
1.7. “Profit and Loss” shall mean the income, gain, loss and expense items of the Partnership, calculated in accordance with Section 702(a) and 703(a) of the Internal Revenue Code of 1986, as amended, and applicable Treasury Regulations.
1.8. “Partnership Interest” shall mean a Partner’s ownership interest in the Partnership, and shall include the Partner’s Partnership Percentage Interest.
1.9. “Partnership Percentage Interest” shall mean a Partner’s percentage interest as is set forth onSchedule A.
1.10. “Transfer” shall have the meaning set forth in Section 6.2 of this Agreement.
1.11. “Treasury Regulations” shall mean the regulations promulgated by the United States Department of the Treasury pursuant to and in respect of provisions of the Code. All references herein to sections of the Regulations shall include any corresponding provision or provisions of succeeding, substitute, proposed or final Regulations whose effective dates apply to the Partnership.
ARTICLE II
Organization
2.1.Purpose. The 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.
2.2.Principal Place of Business. The principal place of business of the Partnership shall be designated from time to time by the Managing Partner. The Partnership may have offices in addition to its principal place of business as the business of the Partnership may require from time to time.
2.3.Registered Agent and Office. The name and address of the registered agent for service of process on the Partnership in the state of Delaware shall be The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801.
2
ARTICLE III
Term and Termination
The term of the Partnership shall be until December 31, 2055 and thereafter year to year until terminated and dissolved upon the mutual agreement of the Partners.
ARTICLE IV
Capital Contributions; Allocation of Profit and Loss
4.1.Capital Contributions. Each Partner (or its predecessor in interest) has made the requisite capital contributions to the Partnership and such contribution shall be reflected in each Partner’s Capital Account balance and is set forth onSchedule A.
4.2.Capital Account. A Capital Account for each Partner shall be established, maintained and adjusted in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv), including any optional adjustments under Treasury Regulation Section 1.704-1(b)(2)(iv)(f) that the Partners believe are necessary to reflect the economic interests of the Partners and, if applicable, the adjustments required under Treasury Regulation Section 1.7041(b)(2)(iv)(g).
4.3.Allocation of Profit and Loss. The Profit and Loss of the Partnership shall be allocated in accordance with each Partner’s Partnership Percentage Interest.
4.4.General Distributions. Except as otherwise set forth in §15-309 of the Act, the decision to make and the amount of any distribution of Available Cash Flow to the Partners shall be made by the Managing Partner. All distributions shall be made in accordance with the Partnership Percentage Interest of each Partner.
ARTICLE V
The Managing Partner
IRL shall act as the managing general partner of the Partnership (the “Managing Partner”) and shall have the full right, power and authority to manage, control, conduct and operate the business of the Partnership, and, except as otherwise set forth in this Agreement, may take any and all action without the consent of the other Partners, including signing and executing in the name of the Partnership deeds, mortgages, bonds, contracts, agreements or other instruments which the Managing Partner reasonably believes are in the best interest of the Partnership. In performing such duties, the Managing Partner may appoint persons to serve as such officers of the Partnership as it deems reasonably necessary to assist in the operations of the Partnership. Any officer appointed by the Managing Partner may be removed by the Managing Partner whenever, in its judgment, the best interest of the Partnership would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. The Managing Partner shall maintain all books and records required by the Act to be maintained at the principal address specified above or at any other office designated by the Managing Partner. The Managing Partner shall make available at the principal place of business such books and records of the Partnership as are required pursuant to the Act. The Managing Partner shall have the right to designate a different registered agent and/or registered office for the Partnership by complying with any requirements pursuant to the Act.
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ARTICLE VI
Partners and Transfer of Partnership Interest
6.1.Admission of New Partners. A new Partner may be admitted upon the consent of the Managing Partner, which consent may be withheld in the Managing Partner’s sole discretion, and upon agreeing to be bound by the terms of this Agreement and any additional documentation that the Managing Partner deems appropriate. Without further action by the Partners,Schedule A shall be updated to reflect the admission of the new Partner.
6.2.Transfer of Partnership Interest. A Partner may sell, transfer, assign or otherwise convey (“Transfer”) his Partnership Interest only upon the approval of the non-transferring Partner.
6.3.Assignee of Interest. If a Partner Transfers his Partnership Interest in contravention of Section 6.2, the transferee shall not be a Partner unless approved in accordance with Section 6.1 but shall only be an assignee of the financial rights associated with such transferred Partnership Interest.
ARTICLE VII
Dissolution and Termination
The Partnership shall be terminated and dissolved upon the Majority Vote of the Partners. In the event of termination and dissolution, after payment of all obligations and other liabilities as provided in the Act, notwithstanding any provision to the contrary in this Agreement, all remaining Partnership assets shall be distributed to the Partners in accordance with their positive ending Capital Account balances in compliance with Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2).
ARTICLE VIII
Miscellaneous
8.1.Termination of Joint Venture Agreement. The Joint Venture Agreement of the Partnership, dated November 14, 1996, and any amendments thereto are hereby terminated.
8.2.Partners’ Liability. Any obligation incurred by the Partnership, whether arising in contract, tort or otherwise, is solely the obligation of the Partnership. A Partner is not personally liable, directly or indirectly, by way of indemnification, contribution, assessment or otherwise, for such an obligation solely by reason of being or so acting as a partner.
8.3.Default to the Act. The Partners hereby agree that all other terms of the Partnership be controlled and interpreted in accordance with the Act.
8.4.Applicable Law. This Agreement and the rights of the Partners shall be governed by and construed and enforced in accordance with the laws of the State of Delaware.
8.5.Partition Forbidden. Each Partner irrevocably waives any right to maintain any action for partition with respect to the Partnership or its assets.
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8.6.Action Without a Meeting. On any matter that is to be voted on, consented to or approved by the Partners, the Partners may take such action without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the Partners having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Partners entitled to vote thereon were present and voted.
8.7.Indemnification of Officers. If the Managing Partner appoints officers to assist in the operations of the Partnership, the Partnership shall indemnify such officers against all reasonable expenses incurred by them in defending claims or suits, irrespective of the time of occurrence of the claims or causes of action in such suits, made or brought against them as officers of the Partnership, and against all liability in such suits, except in such cases as involve gross negligence or willful misconduct in the performance of their duties. Such indemnification shall extend to the payment of judgments against such officers and to reimbursement of amounts paid in settlement of such claims or actions and may apply to judgments in favor of the Partnership or amounts paid in settlement to the Partnership. Such indemnification shall also extend to the payment of counsel fees and expenses of such officers in suits against them where successfully defended by them or where unsuccessfully defended, if there is no finding or judgment that the claim or action arose from the gross negligence or willful misconduct of such officers. Such right of indemnification shall not be exclusive of any right to which such officer may be entitled as a matter of law and shall extend and apply to the estates of deceased officers.
8.8.Amendments. This Agreement may be amended by the Managing Partner without the approval of the other Partners. Any such amendment approved by the Managing Partner may amend and restate this Agreement in its entirety and may add and/or substitute partners and reallocate the ownership percentage in the sole and absolute discretion of the Managing Partner.
8.9.Heirs, Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Partners and their heirs, successors and assigns.
8.10.Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of them together shall constitute one and the same instrument.
[Signature page follows]
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Executed this 14th day of November, but effective as of December 8, 2005.
HEALTH SERVICES (DELAWARE), INC. | ||
By: | ||
Dora A. Blackwood Vice President and Assistant Secretary | ||
INTEGRATED REGIONAL LAB, LLC | ||
By: | ||
John M. Franck II Manager |
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SCHEDULE A
Name and Address of the Partners | Ownership Percentage | Capital Account | ||||
Health Services (Delaware), Inc. One Park Plaza Nashville, Tennessee 37203 | 1 | % | $ | 165,000 | ||
Integrated Regional Lab, LLC One Park Plaza Nashville, Tennessee 37203 | 99 | % | $ | 16,335,000 | ||
Total: | 100 | % | $ | 16,500,000 |