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- S-4 Registration of securities issued in business combination transactions
- 3.02 Certificate of Formation of Alliance Surgery Augusta, LLC
- 3.02 Amended and Restated Regulations of Alliance Surgery Augusta, LLC
- 3.03 Certificate of Formation of Alliance Surgery Biloxi, L.L.C.
- 3.03 Amended and Restated Regulations of Alliance Surgery Biloxi, L.L.C.
- 3.04 Certificate of Formation of Alliance Surgery Birmingham, LLC
- 3.04 Amended and Restated Regulations of Alliance Birmingham, LLC
- 3.05 Certificate of Renewal and Revival of Charter of Alliance Surgery, Inc.
- 3.05 Bylaws of Alliance Surgery, Inc.
- 3.09 Articles of Incorporation of Usp Maryland, Inc.
- 3.09 Amended and Restated Bylaws of Usp Maryland, Inc.
- 3.10 Certificate of Incorporation of Healthmark Partners, Inc.
- 3.10 Bylaws of Healthmark Partners, Inc.
- 3.11 Articles of Organization of Implant Solutions, LLC
- 3.11 Regulations of Implant Solutions, LLC
- 3.23 Renewal of Registration of Shoreline Real Estate Partnership, LLP
- 3.23 1ST Amendment to Partnership Agreement of Shoreline Real Estate Partnership, LLP
- 3.28 Articles of Organization of Surgical Health Partners, LLC
- 3.28 Operating Agreement of Surgical Health Partners, LLC
- 3.37 Certificate of Incorporation of Titan Health Corporation
- 3.37 Bylaws of Titan Health Corporation
- 3.38 Articles of Incorporation of Titan Health of Chattanooga, Inc.
- 3.38 Bylaws of Titan Health of Chattanooga, Inc.
- 3.39 Articles of Incorporation of Titan Health of Hershey, Inc.
- 3.39 Bylaws of Titan Health of Hershey, Inc.
- 3.40 Articles of Incorporation of Titan Health of Miami, Inc.
- 3.40 Bylaws of Titan Health of Miami, Inc.
- 3.41 Articles of Organization of Titan Health of Mount Laurel, LLC
- 3.41 Amended and Restated Operating Agreement of Titan Health of Mount Laurel, LLC
- 3.42 Articles of Incorporation of Titan Health of North Haven, Inc.
- 3.42 Bylaws of Titan Health of North Haven, Inc.
- 3.43 Articles of Incorporation of Titan Health of Pittsburgh, Inc.
- 3.43 Bylaws of Titan Health of Pittsburgh, Inc.
- 3.44 Articles of Incorporation of Titan Health of Pleasant Hills, Inc.
- 3.44 Bylaws of Titan Health of Pleasant Hills, Inc.
- 3.45 Articles of Incorporation of Titan Health of Princeton, Inc.
- 3.45 Bylaws of Titan Health of Princeton, Inc.
- 3.46 Articles of Incorporation of Titan Health of Sacramento, Inc.
- 3.46 Bylaws of Titan Health of Sacramento, Inc.
- 3.47 Articles of Incorporation of Titan Health of Saginaw, Inc.
- 3.47 Bylaws of Titan Health of Saginaw, Inc.
- 3.48 Articles of Incorporation of Titan Health of Titusville, Inc.
- 3.48 Bylaws of Titan Health of Titusville, Inc.
- 3.49 Cert. of Amendment of Articles of Incorporation - Titan Health of West Penn Inc.
- 3.49 Bylaws of Titan Health of West Penn, Inc.
- 3.50 Articles of Incorporation of Titan Health of Westminster, Inc.
- 3.50 Bylaws of Titan Health of Westminster, Inc.
- 3.51 Articles of Incorporation of Titan Management Corporation
- 3.51 Bylaws of Titan Management Corporation
- 3.56 Certificate of Formation Usp Beaumont, Inc.
- 3.56 Bylaws of Usp Beaumont, Inc.
- 3.57 Articles of Incorporation of Usp Birmingham, Inc.
- 3.57 Bylaws of Usp Birmingham, Inc.
- 3.62 Initial Articles of Incorporation Usp Cincinnati, Inc.
- 3.62 Bylaws of Usp Cincinnati, Inc.
- 3.67 Articles of Incorporation of Usp Denver, Inc.
- 3.67 Bylaws of Usp Denver, Inc.
- 3.71 Articles of Incorporation of Usp Encinitas Endoscopy, Inc.
- 3.71 Bylaws of Usp Encinitas Endoscopy, Inc.
- 3.72 Articles of Incorporation of Usp Fenton, Inc.
- 3.72 Bylaws of Usp Fenton, Inc.
- 3.73 Articles of Incorporation of Usp Festus, Inc.
- 3.73 Bylaws of Usp Festus, Inc.
- 3.77 Articles of Incorporation of Usp Gateway, Inc.
- 3.77 Bylaws of Usp Gateway, Inc.
- 3.82 Certificate of Incorporation Usp Jersey City Inc.
- 3.82 Bylaws of Usp Jersey City Inc.
- 3.84 Charter of Usp Knoxville, Inc.
- 3.84 Bylaws of Usp Knoxville, Inc.
- 3.88 Articles of Incorporation of Usp Mattis, Inc.
- 3.88 Bylaws of Usp Mattis, Inc.
- 3.92 Articles of Incorporation of Usp MT. Vernon, Inc.
- 3.92 Bylaws of Usp MT. Vernon, Inc.
- 3.99 Articles of Incorporation of Usp Office Parkway, Inc.
- 3.99 Bylaws of Usp Office Parkway, Inc.
- 3.103 Articles of Incorporation of Usp Portland, Inc.
- 3.103 Bylaws of Usp Portland, Inc.
- 3.110 Articles of Incorporation of Usp ST. Louis, Inc.
- 3.110 Bylaws of Usp ST. Louis, Inc.
- 3.117 Articles of Incorporation of Usp Turnersville, Inc.
- 3.117 Bylaws of Usp Turnersville, Inc.
- 3.124 Articles of Incorporation of Uspi Stockton, Inc.
- 3.124 Bylaws of Uspi Stockton, Inc.
- 4.1 Indenture, Dated As of April 3, 2012
- 4.2 Supplemental Indenture, Dated As of April 3, 2012
- 4.5 Registration Rights Agreement, Dated April 3, 2012
- 4.6 Registration Rights Agreement Joinder, Dated As of April 3, 2012
- 5.1 Opinion of Ropes & Gray LLP
- 10.01 Second Amendment to the Credit Agreement
- 10.02 Incremental Facility Amendment
- 12.1 Statement Regarding Computation of Ratio of Earnings to Fixed Charges
- 21.1 Subsidiaries of United Surgical Partners International, Inc.
- 23.1 Consent of KPMG LLP
- 23.2 Consent of Pricewaterhousecoopers LLP
- 25.1 Form T-1 Statement of Eligibility
- 99.1 Form of Letter of Transmittal
- 99.2 Form of Notice of Guaranteed Delivery
Exhibit 3.41(b)
AMENDED AND RESTATED OPERATING AGREEMENT
TITAN HEALTH OF MOUNT LAUREL, LLC
This Amended and Restated Operating Agreement (“Operating Agreement”) is an amendment and restatement in full of the initial operating agreement of Titan Health of Mount Laurel, LLC (the “Company”) and is entered into as of September 1, 2011 by Titan Health Corporation, the Sole Member (“Member”) of the Company.
THEREFORE, the parties hereto agree as follows:
1.Formation and Business of the Company. The parties to the original operating agreement have formed the Company pursuant to the California Limited Liability Company Act (the “Act”). The rights and liabilities of the Member shall be as provided in the Act, except as otherwise expressly provided herein. The Company is authorized to engage in any business and in any and all activities permitted under the Act.
2.Ownership Interests of the Member. The Member has made a capital contribution to the Company and shall own a 100% interest in the Company. Member shall not be required to make any additional contribution to the capital of the Company.
3.Principal Office and Registered Agent. The address of the principal office where records of the Company are to be kept or made available is 15305 Dallas Parkway, Suite 1600, Addison, TX 75001. The name and address of the registered agent of the Company in the State of California is CT Corporation System, 818 West 7th Street, Los Angeles, CA 90017
4.Term. The term of the Company shall be perpetual.
5.Allocations of Income and Distributions. All distributions and all allocations of income, gains, losses and credit shall be made solely to Member.
6.Management by Member. Member shall have the exclusive right and full power and authority to manage, control, conduct and operate the business of the Company. Member is authorized to take any and all actions relating to the Company. Member shall maintain all books and records required by the Act to be maintained at the address specified above or at any other address designated by the Member, Member shall have the right to designate a different registered agent and/or registered office for the Company by complying with the requirements of the Act.
7.Indemnification. The Company shall indemnify and hold harmless Member and each other member and their respective employees, agents, officers, directors and representatives to the fullest extent permitted by the Act.
8.Amendment. This Operating Agreement may be amended solely by Member. Any such amendment approved by Member may amend and restate this Operating Agreement in its entirety and may add and/or substitute members and re-allocate the ownership interest of the member in the sole and absolute discretion of Member.
IN WITNESS WHEREOF, the undersigned, being the sole Member of the Company and intending to be bound hereby, has duly adopted this Amended and Restated Operating Agreement as of the day and year first above written.
SOLE MEMBER: TITAN HEALTH CORPORATION |
/s/ John J. Wellik |
John J. Wellik, Secretary |
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