AMENDED AND RESTATED OPERATING AGREEMENT
MISSION CARE OF MISSOURI, LLC
This Amended and Restated Operating Agreement (the "Restated Agreement") of MISSION CARE OF MISSOURI, LLC (the "Company") is made as of December 1, 2005 and, by execution below, is adopted by the Manager of the sole Member, Mission Cares Services, LLC, a Missouri limited liability company (hereinafter referred to as "Member").
WHEREAS, the Company previously adopted an operating agreement which no longer reflects the goals and intent of the current membership in relation to the conduct of the business and affairs of the Company;
WHEREAS, the sole Member and the Company, as a limited liability company in accordance with the provisions of the laws of the State of Missouri governing limited liability companies (the "L.L.C. Act"), desires to adopt this Restated Agreement in relation to the conduct of the business and affairs of the Company.
NOW, THEREFORE, in consideration of the foregoing and the covenants contained in this Restated Agreement, the Member agrees to operate the Company as follows:
REGISTERED AGENT OFFICES, NAME, REGISTERED AGENT
SECTION 1.01. Principal Office. The principal office of the Company shall be located at 2500 Adie Road, Maryland Heights, Missouri or such other place within or without the State of Missouri as may be determined by the Company manager ("Manager") from time to time.
SECTION 1.02. Name. The name of the Company shall be as stated in the Articles of Organization, as amended from time to time. As of the date of this Restated Agreement, the name is MISSION CARE OF MISSOURI, LLC.
SECTION 1.03. Registered Agent and Office. The Companys registered agent and registered office shall be as stated in the Articles of Incorporation, as amended from time to time. As of the date of this Restated Agreement, the Companys registered agent is Rodney L. Washburn and the registered office is 2500 Adie Road, Maryland Heights, Missouri 63043.