Limited Liability Company Agreement (2019)Full Document 

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FIRST AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

OF

PF2 SPINCO LLC

THIS FIRST AMENDED AND RESTATED LIMITED LIABIITY COMPANY AGREEMENT OF PF2 SPINCO LLC (this "Agreement") is entered into effective as of October 4, 2019 (the "Effective Date"), by and between PF2 SpinCo LLC, a Delaware limited liability company (the "Company"), and McKesson Corporation, a Delaware corporation and the sole member of the Company (the "Member").

Background Statement

WHEREAS, the Company was formed as a limited liability company under the laws of the State of Delaware on August 22, 2016;

WHEREAS, the Member and the Company are parties to that certain Limited Liability Company Agreement of the Company, dated effective as of August 22, 2016 (the "Existing LLC Agreement"); and

WHEREAS, the parties hereto desire to enter into this Agreement as of the Effective Date in order to amend and restate in its entirety the Existing LLC Agreement and to set forth their respective rights, duties, and responsibilities with respect to the Company.

NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the parties hereto agree as follows:

ARTICLE I

FORMATION

1. Registration with the Secretary of State. The Company has been organized as a Delaware limited liability company by the filing of its Certificate of Formation with the Secretary of State of the State of Delaware under and pursuant to the Delaware Limited Liability Company Act, as amended from time to time (the "Act"). This Agreement shall be effective as of Effective Date. The name of the Company is "PF2 SpinCo LLC," and all business of the Company shall be conducted under such name, except as otherwise determined by the Board of Managers (as defined below).

2. Principal Place of Business. The Company shall have a principal place of business which shall at all times be located within the United States. The Company may locate its place of business at any other place or places within or outside the State of Delaware as the Board of Managers may from time to time deem advisable.

3. Registered Agent. The name of the Company’s registered agent in the State of Delaware shall be Corporation Service Company. The address of the Company’s registered office and that of its registered agent shall be such address determined by such registered agent from time


The Registrant has requested confidential treatment of this draft registration statement and associated correspondence

pursuant to Rule 83 of the Securities and Exchange Commission.

to time. The registered office and registered agent may be changed from time to time pursuant to the Act and the applicable rules promulgated thereunder.

4. Purpose. The business of the Company is to engage in any lawful activity. The Company may exercise all powers necessary to or reasonably connected with the Company’s business which may be legally exercised by it under the Act. The duration of the Company will continue until it is dissolved is accordance with the Act.

ARTICLE II

RESERVED

ARTICLE III

MEMBER

The Member is the sole member of the Company. The Member shall have no obligation to make capital contributions to the Company. No individual or entity (each, a "Person") shall be admitted as an additional member of the Company without the consent of the Member.

ARTICLE IV

MANAGEMENT

1. Management and Authority. The business and affairs of the Company will be managed by a board of managers (the "Board of Managers"). Except with respect to matters where the approval of the Member is expressly required pursuant to this Agreement or by nonwaivable provisions of applicable law, the Board of Managers will have full and complete authority, power, and discretion to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the management of the Company’s business.

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