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- S-4 Registration of securities issued in business combination transactions
- 2.1 Contribution and Merger Agreement
- 3.1 Restated Certificate of Incorporation - American Renal Holdings Inc.,as Amended
- 3.2 American Renal Associates Inc. By-laws
- 3.3 Certificate of Formation of C.P. Atlas Intermediate Holdings, LLC
- 3.4 Limited Liability Company Agreement of C.P. Atlas Intermediate Holdings, LLC
- 3.5 Certificate of Formation of American Renal Associates LLC
- 3.6 Limited Liability Company Agreement of American Renal Associates LLC
- 3.7 Certificate of Formation of Texas-ara LLC
- 3.8 Texas-ara LLC Operating Agreement
- 3.9 Certificate of Formation of JKC Holding LLC
- 3.10 JKC Holding LLC Operating Agreement
- 3.11 Certificate of Formation of Ara-rhode Island Dialysis II LLC
- 3.12 Ara-rhode Island Dialysis II LLC Operating Agreement
- 3.13 Certificate of Formation of Ara-ohio Holdings LLC
- 3.14 Ara-ohio Holding LLC Operating Agreement
- 3.15 Certificate of Formation of Ara-boca Raton Holding LLC
- 3.16 Ara-boca Raton Holding LLC Operating Agreement
- 3.17 Certificate of Formation of American Renal Management LLC
- 3.18 American Renal Management LLC Operating Agreement
- 3.19 Certificate of Formation of Akc Holding LLC
- 3.20 Akc Holding LLC Operating Agreement
- 3.21 Certificate of Formation of Acute Dialysis Services-ara LLC
- 3.22 Acute Dialysis Services-ara LLC Operation Agreement
- 3.23 Certificate of Limited Partnership of American Renal Texas L.P.
- 3.24 American Renal Texas L.P. Agreement of Limited Partnership
- 3.25 Certificate of Limited Partnership of American Renal Texas II, L.P.
- 3.26 American Renal Texas II, L.P. Agreement of Limited Partnership
- 4.1 Indenture
- 4.2 Registration Rights Agreement
- 4.4 Security Agreement
- 4.5 Trademark Security Agreement
- 4.6 Intercreditor Agreement
- 5.1 Opinion of Simpson Thacher & Bartlett LLP
- 5.2 Opinion of Greenberg Traurig, LLP
- 10.1 Credit Agreement
- 10.2 Guaranty
- 10.3 Security Agreement
- 10.4 Employment Agreement - Christopher T. Ford
- 10.5 Employment Agreement - Syed T. Kamal
- 10.6 Employment Agreement - Joseph A. Carlucci
- 10.7 Employment Agreement - John J. Mcdonough
- 10.8 2010 C.P. Atlas Holdings, Inc. Stock Incentive Plan
- 10.9 Subscription Agreement
- 10.10 Equity Contribution, Exchange and Subscription Agreement - Joseph A. Carlucci
- 10.11 Equity Contribution, Exchange and Subscription Agreement - Christopher T. Ford
- 10.12 Equity Contribution, Exchange and Subscription Agreement - Christopher T. Ford
- 10.13 Equity Contribution, Exchange and Subscription Agreement - Wesley V. Forgue
- 10.14 Equity Contribution, Exchange and Subscription Agreement - Syed T. Kamal
- 10.15 Equity Contribution, Exchange and Subscription Agreement - John Mcdonough
- 10.16 Equity Contribution, Exchange and Subscription Agreement - Lakhan Saha
- 10.17 Transaction Fee and Advisory Services Agreement
- 12.1 Statement of Computation of Ratio of Earnings to Fixed Charges
- 21.1 Subsidiaries of American Renal Holdings Inc.
- 23.3 Consent of Grant Thornton LLP
- 25.1 Form T-1 Statement of Eligibility
- 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 3.22
ACUTE DIALYSIS SERVICES - ARA LLC
Operating Agreement
Dated as of September 28, 2007
ThisOPERATING AGREEMENTofAcute Dialysis Services — ARA LLC(the“Company”)is being duly executed byAmerican Renal Associates Inc.as initial member, to form a limited liability company under the Limited Liability Company Act of the State of Delaware, as amended (the “LLC Act”).
1. Name.The name of the Company is Acute Dialysis Services — ARA LLC.
2. Registered Office. The address of the office of the Company required to be maintained pursuant to the LLC Act shall be located at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware. The resident agent for service of process on the Company required to be maintained pursuant to the LLC Act shall be Corporation Trust Company at such address.
3. Term and Events of Dissolution. The Company shall continue until dissolved upon the happening of any of the following events: (a) the occurrence of any event specified under the LLC Act as one effecting dissolution; or (b) the unanimous election by the members to dissolve the Company.
4. Members. The sole initial member of the Company is American Renal Associates Inc., a Delaware corporation.
5. Capital. The initial capital contribution of the member is as follows:
American Renal Associates Inc. | $ | 10 |
6. Profits and Losses; Distributions. The percentage interest of the members in profits and losses and distributions is as follows:
American Renal Associates Inc. | 100 | % |
7. Additional Members. Additional members may be admitted from time to time with the unanimous vote or written consent of the Company’s members who shall specify the capital contribution, interest in profits and losses and other terms applicable to such admission.
8. General Character of Business. The purposes of the Company are to engage in any lawful activity for which limited liability companies may be organized under the Act, including, but not limited to, the ownership and operation of renal dialysis facilities, including the provision of acute dialysis services; and such other activities or transactions necessary or appropriate in connection with or to effectuate the foregoing.
9. Management. The business and affairs of the Company shall be managed by American Renal Associates Inc., the sole Member of the Company.
10. Amendments. This agreement may only be amended by a written document signed by all of the members. Any document signed by all of the members after the date hereof and indicating it is the Operating Agreement of Acute Dialysis services — ARA LLC shall be deemed a restatement of this agreement whether or not it specifies it is a restatement.
IN WITNESS WHEREOF,the undersigned has executed this Operating Agreement as of September 28, 2007.
AMERICAN RENAL ASSOCIATES INC. | ||||
By: | /s/ Joseph A. Carlucci | |||
Name: | Joseph A. Carlucci | |||
Title: | CEO |
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