EXHIBIT 10.18
EXECUTION COPY
FOURTH AMENDMENT TO CREDIT AGREEMENT,
FIRST AMENDMENT TO WAIVER, CONSENT TO MERGER
AND EXTENSION AGREEMENT
This FOURTH AMENDMENT TO CREDIT AGREEMENT, FIRST AMENDMENT TO WAIVER, CONSENT
TO MERGER AND EXTENSION AGREEMENT dated as of May 15, 1997 (this "Agreement") by
and among RAMSAY HEALTH CARE, INC. (the "Company"), a Delaware corporation,
GREENBRIER HOSPITAL, INC. ("Greenbrier"), a Louisiana corporation, HOUMA
PSYCHIATRIC HOSPITAL, INC. ("Houma"), a Louisiana corporation, HSA OF OKLAHOMA,
INC. ("HSA"), an Oklahoma corporation, CAROLINA TREATMENT CENTER, INC.
("Carolina"), a South Carolina corporation, GULF COAST TREATMENT CENTER, INC.
("Gulf Coast"), a Florida corporation, and ATLANTIC TREATMENT CENTER, INC.
("Atlantic"), a Florida corporation, as Borrowers (collectively, the
"Borrowers"), GREAT PLAINS HOSPITAL, INC., a Missouri corporation, and THE HAVEN
HOSPITAL, INC., a Delaware corporation (collectively, the "Original
Guarantors"), H.C. PARTNERSHIP, a general partnership organized and existing
under the laws of Alabama, HSA HILL CREST CORPORATION, an Alabama corporation
and H.C. CORPORATION, an Alabama corporation, as Guarantors (collectively, the
"Guarantors" and with the Original Guarantors, the Company and the Borrowers,
the "Obligors"), SOCIETE GENERALE, a French banking corporation acting by and
through its New York Branch, FIRST UNION NATIONAL BANK OF NORTH CAROLINA, a
national banking association, and HIBERNIA NATIONAL BANK, a national banking
association, as Lenders (collectively, the "Lenders"), and SOCIETE GENERALE, as
the issuer of the Letters of Credit described in the Credit Agreement (in such
capacity, the "Issuing Bank") and as agent for the Lenders (in such capacity,
the "Agent") as provided in the Credit Agreement (as defined below).
Capitalized terms used and not defined herein have the meaning given to them in
the Credit Agreement.
W I T N E S S E T H :
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WHEREAS, the Borrowers, the Original Guarantors, the Lenders, the Agent, and
the Issuing Bank are parties to a Credit Agreement dated as of May 15, 1993, as
amended by a Consent and Amendment dated as of April 12, 1995, a Second
Amendment dated as of September 15, 1995, and a Third Amendment dated as of
August 15, 1996, (as amended, supplemented and modified from time to time, the
"Credit Agreement");
WHEREAS, the Issuing Bank issued six Letters of Credit pursuant to the terms
of the Credit Agreement to provide for the payment of the principal of and
interest on certain Bonds issued for the benefit of each of the Borrowers;
WHEREAS, the Obligors (other than the Guarantors) entered into a Waiver to
Credit Agreement dated as of September 30, 1996, as amended by the Letter
Agreement dated November 12, 1996 (the "Waiver") with the Agent, the Issuing
Bank and the Lenders pursuant to which, among other things, the Agent, the
Issuing Bank and the Lenders agreed to waive the Obligors' compliance with
certain covenants in the Credit Agreement during the period June 30, 1996
through June 30, 1997 (the "Waiver Period");
WHEREAS, Letters of Credit which were issued on behalf of Greenbrier, Houma,
Carolina, and Gulf Coast (the "Existing Letters of Credit") remain outstanding,
each with an expiration date of August 15, 1997 (the "Expiration Date");
WHEREAS, the Houma Bonds and Carolina Bonds must be redeemed on June 1, 1997
unless the Letters of Credit supporting such Bonds are extended;
WHEREAS, the Company, RHCI Acquisition Corp., a Delaware corporation and
wholly owned subsidiary of the Company and Ramsay Managed Care, Inc., a Delaware
corporation ("RMCI," which term shall include the surviving corporation of the
merger between RMCI and RHCI Acquisition Corp.) have entered into an Agreement
and Plan of Merger dated as of October 1, 1996 (the "Plan of Merger") pursuant
to which RMCI proposes to merge into RHCI Acquisition Corp. and thereby become a
wholly-owned subsidiary of the Company, upon terms more particularly set forth
in the Plan of Merger (the merger and other transactions contemplated by the
Plan of Merger are hereinafter referred to collectively as the "Merger
Transaction");
WHEREAS, the Obligors have requested the Agent, the Issuing Bank and the
Lenders to (i) extend the stated Expiration Date of the Existing Letters of
Credit from August 15, 1997 to September 30, 1998; (ii) permit them to convert
unpaid reimbursement obligations under the Credit Agreement to a Term Loan under
limited circumstances; (iii) extend the Waiver Period through September 30,
1998; (iv) defer until September 30, 1997 a reduction of the Maximum Credit
Availability required to be made by July 1, 1997; and (v) consent to the Merger
Transaction; and
WHEREAS, the Agent, the Issuing Bank and the Lenders are willing to extend the
Expiration Date of the Existing Letters of Credit, consent to the Merger
Transaction and grant certain of the Obligor's other requests on the terms and
conditions set forth herein.
NOW THEREFORE, in consideration of the premises and the understandings herein
set forth and intending to be legally bound, the Obligors, the Lenders, the
Issuing Bank and the Agent hereby agree as follows:
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1. Extension of Letters of Credit and Obligors' Right to Convert Loans to
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Term Loans.
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(a) Subject to the conditions precedent set forth in Section 3, and the
other terms and conditions of this Agreement, (i) the Issuing Bank agrees to
extend the Expiration Date of the Existing Letters of Credit to September 3,
1997 (the "First Extension"), such extension to be effected through the issuance
by the Issuing Bank to the Greenbrier Trustee, the Houma Trustee, the Carolina
Trustee and the Gulf Coast Trustee, respectively, of an Amendment No. 3 to each
of the Existing Letters of Credit; and (ii) the Agent and the Lenders agree that
prior to the effectiveness of the Second Extension (as defined in Section 1(b))
and so long as no Default or Event of Default (other than the absence of the
Life Companies' consent to the execution, delivery and performance of this
Agreement) has occurred and is continuing, the Obligors may, on or before
September 3, 1997, request a conversion of any unpaid reimbursement obligations
under the Credit Agreement to a Term Loan pursuant to Section 2.03 of the Credit
Agreement, subject to the fulfillment of the conditions in Section 2.03 of the
Credit Agreement.
(b) Subject to the conditions precedent set forth in Section 4, and the
other terms and conditions of this Agreement, the Issuing Bank agrees to extend
the Expiration Date of the Existing Letters of Credit to September 30, 1998 (the
"Second Extension"), such extension to be effected through the issuance by the
Issuing Bank to the Greenbrier Trustee, the Houma Trustee, the Carolina Trustee
and the Gulf Coast Trustee, respectively, of an Amendment No. 4 to each of the
Existing Letters of Credit.
2. Extension Fee. On the date of execution and delivery of this Agreement,
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the Obligors shall pay to the Agent in immediately available funds a
nonrefundable extension fee in the amount of $50,00. Such extension fee shall
be shared by the Lenders pro rata on the basis of their respective Percentages.
3. Conditions Precedent to Effectiveness of this Agreement and the First
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Extension. As conditions precedent to the effectiveness of this Agreement and
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the First Extension, the Agent shall have received the following:
(a) This Agreement duly executed by each of the Obligors and all of the
Lenders.
(b) Payment of the extension fee as provided in Section 2.
(c) Payment of all reasonable costs and expenses of the Agent and the
Issuing Bank incurred prior to the date of this Agreement in connection
with the administration of the Credit Documents, preservation of the rights
of the Agent and the
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Issuing Bank thereunder and the preparation, execution and delivery of this
Agreement, including, without limitation, the fees and expenses of Luskin, Xxxxx
& Xxxxxx LLP and Zolfo, Xxxxxx LLC.
4. Conditions Precedent to the Second Extension, the Amendments to the Credit
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Agreement and Waiver and the Lenders' Consent to the Merger Transaction. As
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conditions precedent to the Second Extension, the Amendments to the Credit
Agreement and Waiver as set forth in Section 5 and the Lender's Consent to the
Merger Transaction as set forth in Section 6, all of the following conditions
shall have been met on or before June 2, 1997:
(a) All of the conditions precedent set forth in Section 3 shall have
been satisfied to the satisfaction of the Agent.
(b) The representations and warranties of the Obligors contained in
this Agreement shall be true and correct on and as of the date of the Second
Extension.
(c) The Obligors shall deliver to the Agent a corporate chart showing
all of the Obligors and their Subsidiaries and a summary description of the
material assets of each of the Obligors, RMCI and all of their respective
Subsidiaries, which are not subject to a lien or security interest in favor of
the Agent or the Life Companies. Such description shall include the ownership
structure of each of the foregoing entities.
(d) At the time of the Second Extension, no Default or Event of Default
shall have occurred and be continuing.
(e) The Company and the Agent shall have received on or before June 2,
1997 each of the following, duly executed by the parties thereto:
(i) A copy of the consent of the Life Companies to the execution,
delivery and performance by the Obligors of this Agreement;
(ii) A copy of an extension of the Life Company Waiver, dated
September 30, 1996, among the Company, the Noteholder Subsidiaries and the Life
Companies;
(iii) A joint and several unconditional guaranty of Xxxx X. Xxxxxx
("Xxxx Xxxxxx"), an individual with an address at 000 Xxxxxxx Xxxxxxx,
Xxxxxxxxx, XXX 0000, Xxxxxxxxx, and Xxxx Xxxxxx Holdings Pty. Ltd, a New South
Wales (Australia) corporation ("Holdings" and together with Xxxx Xxxxxx, the
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"Ramsay Guarantors") in form and substance reasonably satisfactory to the Agent
pursuant to which the Ramsay Guarantors agree to guarantee payment to the
Issuing Bank, the Agent and the Lenders of a maximum of $5,500,000 of the
obligations of the Obligors under the Credit Agreement and the other Credit
Documents (the "Guaranteed Amount"). The Guaranteed Amount shall be reduced by
the amount of any investments, payments, loans or advances made by either of the
Ramsay Guarantors or any of their affiliates to the Company, any of the other
Obligors or RMCI, in each case, which are used to make principal or other
payments to the Lenders, other than on account of the payments required to be
made to the Lenders during the period September 1, 1997 through December 31,
1997 pursuant to the terms of this Agreement, the Waiver and the Credit
Agreement, which the Obligors are unable to make out of their cash flow (each
such investment, payment, loan or advance is hereinafter referred to as a
"Guarantor Payment"). The Agent and the Lenders consent to any Guarantor
Payment, provided that the repayment of such Guarantor Payment is (A)
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subordinated to the payment of the Credit Agreement Obligations (as defined in
Section 8(c)(i)) and (B) not made before the full and indefeasible payment of
the Credit Agreement Obligations; and
(iv) The Agent shall have received on or before June 2, 1997 signed
copies of the most recent, but in no event dated earlier than June 30, 1996, (A)
balance sheet and statement of income or Australian tax return of Xxxx Xxxxxx,
each in form and substance reasonably satisfactory to the Agent and (B) balance
sheet, statement of income, and other regularly prepared financial statements
including stockholders' equity and cash flows of Holdings or the equivalent if
regularly prepared, each in form and substance reasonably satisfactory to the
Agent. Each of the foregoing shall be treated by the Lenders as confidential in
accordance with the terms of the confidentiality letters signed by each Lender
dated October 9, 1996.
(f) The Company and each other Obligor shall deliver to the Agent the
originals of all notes payable to the Company or any Obligor, including, without
limitation, any notes from any affiliate or subsidiary of the Company or other
Obligor payable to the Company or such other Obligor.
(g) The Company shall deliver to the Agent an opinion of Xxxxxx &
Xxxxxx, counsel to the Obligors, in form and substance satisfactory to the
Agent, to the effect that: (i) the execution and delivery by the Obligors of
this Agreement has been duly authorized by all corporate or partnership action,
as the case may be, (ii) this Agreement has been duly executed and delivered by
the Obligors and constitutes the legal, valid and binding obligation of the
Obligors enforceable against the Obligors in accordance with its terms, except
to the extent that the enforceability thereof may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other laws affecting the
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rights of creditors generally and by the application of general principles of
equity, and (iii) if the Life Companies consent to this Agreement on or before
June 2, 1997, the execution and delivery of this Agreement does not conflict
with or constitute a default under the Life Company Indenture.
5. Amendments to the Credit Agreement and Waiver. Subject to the conditions
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in Section 4, the other terms and conditions of this Agreement, and subject to
the Obligors entering into an agreement on or before June 2, 1997, in form and
substance reasonably satisfactory to the Agent, which Agreement shall modify the
financial covenants set forth in Section 7.16 of the Credit Agreement for all
periods subsequent to June 30, 1997, the Credit Agreement and the Waiver are
hereby amended as follows:
(a) The "Waiver Period" shall be extended to September 30, 1998.
(b) Section 3(b) of the Waiver is amended to insert the following
prior to the period at the end of the sentence: "provided, however, the
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Obligors may request a conversation of any unpaid reimbursement obligations
under the Credit Agreement to a Term Loan due no earlier than September 30, 1998
with respect to a "Tender Draft" on a Letter of Credit based on a drawing under
a Letter of Credit in respect to the payment of the purchase price of Bonds
tendered for purchase and not successfully remarketed pursuant to the
Indenture."
(c) Section 7.34 of the Credit Agreement, as amended and restated in
the Third Amendment to Credit Agreement dated as of August 15, 1996, is hereby
amended to delete therefrom "and to not more than $15,000,000 by July 1, 1997,".
(d) Section 8.01 of the Credit Agreement is amended to insert the
following new subsection:
"(o) Any of the conditions set forth in Section 4 of the Fourth
Amendment to Credit Agreement, First Amendment to Waiver, Consent to Merger and
Extension Agreement dated as of May 15, 1997 are not satisfied on or before June
2, 1997."
6. Consent to Merger Transaction. Subject to the conditions precedent set
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forth in Section 4, and the other terms and conditions of this Agreement, the
Agent and the Lenders consent to the Merger Transaction, provided, however, that
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on or before the effectiveness of the Merger Transaction and pursuant to
documentation in form and substance reasonably satisfactory to the Agent:
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(a) the Company shall agree that it will maintain RMCI as a separate
subsidiary and shall not combine its assets and liabilities, except for the
consolidated financial reporting purposes of the Company, with the assets and
liabilities of any of the Obligors and shall not make any loans, payments,
advance, equity contributions or investments in RMCI provided that RMCI may
distribute cash, property or other assets to any of the Obligors provided that
such distribution does not constitute a Default or an Event of Default; and
(b) RMCI shall agree to (i) be bound by each of the covenants (other
than the financial covenants) set forth in the Credit Agreement and such other
covenants as the Obligors, the Agent and the Lenders shall mutually agree upon;
(ii) make the representations and warranties contained in each of the Credit
Documents as if RMCI was a party thereto; and (iii) covenant that all existing
commitments to RMCI for equity or debt financing, including, without limitation,
commitments from affiliates, shall not be terminated, amended or otherwise
modified other than an amendment or modification which provides more favorable
terms to RMCI.
7. Representations and Warranties. Each of the Obligors hereby represents and
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warrants as of the date hereof that:
(a) The representations and warranties made by the Obligors in the
Credit Agreement and all other Credit Documents, including, without limitation,
the Waiver, are true and correct on and as of the date of execution and delivery
by the Obligors of this Agreement, except to the extent that such
representations and warranties expressly relate to an earlier date. After giving
effect to this Agreement, no Default or Event of Default (other than any default
under the Life Company Indenture arising out of the Company's execution of this
Agreement) has occurred and is continuing on the date of execution and delivery
by the Obligors of this Agreement.
(b) This Agreement has been duly authorized by all requisite action on
behalf of the Obligors and constitutes the legal, valid and binding obligation
of the Obligors, enforceable in accordance with its terms, except as the same
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or other laws or equitable principles affecting creditors' rights generally.
(c) The Obligors and RMCI have obtained all consents and approvals
necessary to their execution and delivery of this Agreement and the Merger
Transaction other than the consent of the Life Companies.
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(d) The Maximum Credit Availability is $16,443,000. The Obligors have
no setoff, counterclaim, claim or defense against the Agent, the Issuing Bank or
the Lenders with respect to the Obligors' obligations under the Credit Agreement
and the other Credit Documents.
(e) The Obligors are in compliance with all of the terms and conditions
in the Credit Agreement, the Waiver and the other Credit Documents (other than
any terms and conditions requiring compliance with the Life Company Indenture).
(f) Since December 31, 1996, there has been no material adverse change
in the properties, business operations, assets, liabilities, conditions
(financial or otherwise) or prospects of any of the Obligors (or the Obligors
taken as a whole).
(g) All of the assets of the Obligors and each of their subsidiaries
are subject to a valid and enforceable lien or security interest in favor of
either the Lenders or the Life Companies except the assets listed on Schedule A
(the "Unencumbered Assets").
8. Obligors' Agreements. In consideration of the Lenders' consent to the
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amendments to the Credit Agreement and Waiver, the Lenders' consent to the
Merger Transaction and extension of the Expiration Date of the Existing Letters
of Credit, the Obligors agree as follows:
(a) They shall comply with all of the terms and conditions of this
Agreement, the Waiver and the other Credit Documents (as modified by the
Waiver).
(b) They shall jointly and severally pay within thirty (30) days after
receipt of appropriate invoices therefor (except for payments made under Section
3(c) which are due prior to the effectiveness of this Agreement) all reasonable
costs and expenses of the Agent and the Issuing Bank incurred in connection with
this Agreement, the Waiver, the Credit Agreement or any other Credit Document,
including, without limitation, the reasonable fees and expenses of counsel and
financial consultants for the Agent and the Issuing Bank with respect thereto.
(c) Within sixty (60) days of the date of execution of this Agreement:
(i) To secure all of the obligations of the Obligors under the Credit
Agreement and the other Credit Documents (the "Credit Agreement Obligations")
and the obligations under the Life Company Indenture to the Life Companies the
Obligors shall grant or cause to be granted a first priority security interest
and lien to (x) the Agent for the benefit of the Lenders and (y) the Life
Companies in the unencumbered Assets (other than the land and
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buildings of Three Rivers Hospital owned by Ramsay Louisiana, Inc. and the
personal property located at Mission Vista Hospital and Desert Vista Hospital
which is subject to lien subordination provisions pursuant to sale/leaseback
documentation), and in any contract of sale of the Three Rivers Hospital and all
proceeds thereof and shall cause each of the Obligors' subsidiaries which is not
currently a guarantor to execute a guarantee of the Credit Agreement Obligations
and a guarantee of the obligations of the Company under the Life Company
Indenture. The security interests, liens and guarantees shall be granted to the
Agent, for the benefit of the Lenders, and to the Life Companies in accordance
with the terms of the Intercreditor Agreement dated as of December 4, 1996 (the
"Intercreditor Agreement") and pursuant to documentation reasonably satisfactory
to the Agent and the Life Companies (provided that the Company shall not be in
default of this Section 8(c) (i) in the event that the Agent and the Life
Companies do not agree on such documentation). To effectuate the purposes of
this Section, the Obligors shall (i) obtain or shall have obtained all necessary
consents and approvals and (ii) duly execute Uniform Commercial Code financing
statements (Form UCC-1), acceptable for filing in all jurisdictions that the
Agent deems necessary or desirable to perfect the security interests granted to
it hereunder.
(ii) Each Obligor shall duly execute and deliver a depository
agreement, in form and substance reasonably satisfactory to the Agent, among
such Obligor, the Agent and such Obligor's existing depository institution or
such other depository institution reasonably satisfactory to the Agent (each, a
"Depository Institution"), pursuant to which such Obligor shall agree, among
other things, to deposit all of its cash flow into accounts maintained at the
Depository Institutions.
(iii) The Obligors shall provide a complete and accurate list of all
patents, registered trademarks, registered service marks and registered
copyrights, and all applications therefor and material licenses thereof, of each
Obligor, showing with regard to the registrations and applications the
jurisdiction in which registered or applied for, the registration or application
number, the date of registration (if any) and any expiration or application
date.
(iv) The Obligors shall provide a complete and accurate list of each
Obligor's liability in excess of $100,000 for any refund, discount or adjustment
claimed by any "third party purchaser" (as such term is used in Section 6.05 of
the Credit Agreement), including, without limitation, claims made pursuant to
Medicare, Medicaid, CHAMPUS and Blue Cross programs.
(d) Within thirty (30 days of the date of the consummation of the
Merger Transaction, to secure all of the Credit Agreement Obligations and the
obligations under the Life
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Company Indenture to the Life Companies, the Company or RMCI, as appropriate,
shall grant a first priority security interest and lien to (x) the Agent for the
benefit of the Lenders, and (y) the Life Companies in all of the assets of RMCI,
including all of its real and personal property and all of the issued and
outstanding shares of capital stock of RMCI and RMCI and each of RMCI's
subsidiaries which is not currently a guarantor shall execute a guarantee of the
Credit Agreement Obligations and a guarantee of the obligations of the Company
under the Life Company Indenture. The security interests, liens and guarantees
shall be granted to the Agent, for the benefit of the Lenders, and to the Life
Companies in accordance with the Intercreditor Agreement and pursuant to
documentation reasonably satisfactory to the Agent and the Life Companies
(provided that the Company shall not be in default of this Section 8(d) in the
event that the Agent and the Life Companies do not agree on such documentation).
(e) So long as any credit remains available to the respective Trustee
under each Existing Letter of Credit, the Obligors shall pay to the Agent for
the account of the Lenders an amount equal to one percent (1%) per annum on the
Letter of Credit Amount payable one quarter of one percent (.25%) quarterly
commencing November 15, 1997 and thereafter on the quarterly payment dates
specified in Section 2.07(b) of the Credit Agreement (which fees shall be in
addition to and not in substitution for the Commitment Fees required to be paid
pursuant to Section 2.07(b) of the Credit Agreement and Section 3(e) of the
Waiver.
(f) Houma shall, on or before August 1, 1997, deliver or cause to be
delivered to Houma Trustee a notice of optional redemption in accordance with
the terms of the Houma Bonds. The Houma Bonds shall be redeemed, in whole, on
September 1, 1997 and immediately following such redemption with the proceeds of
a Letter of Credit draw the Letter of Credit issued on behalf of Houma shall be
terminated. Notwithstanding the requirements of Section 2.02(b)(4) or 2.03 of
the Credit Agreement, Houma shall execute a term note in form and substance
reasonably satisfactory to the Agent (the "Houma Term Note") on the same
Business Day as the termination of the Letter of Credit, in favor of the Issuing
Bank in the aggregate amount equal to the amount drawn on such Letter of Credit.
Interest shall accrue on the Houma Term Note at a rate no greater than the pre-
tax interest rate of fully taxable debt that would provide the same after tax
yield to the Lenders as the current tax advantaged interest rate on the Houma
Bonds plus all related fees and costs of credit support. The aggregate
outstanding amount of the Houma Term Note together with all interest accrued
thereon shall be payable on or before September 30, 1997.
(g) The Obligors shall cause the Maximum Credit Availability to be
reduced to $6,754,000 by September 30, 1998.
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9. Reference to and Effect on the Credit Documents.
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(a) The execution, delivery and effectiveness of this Agreement shall
not, except as expressly provided herein, operate as an amendment to or a waiver
of any right, power or remedy of the Agent, the Issuing Bank or the Lenders
under any of the Credit Documents, or constitute an amendment to or a waiver of
any provision of any of the Credit Documents including, without limitation, any
provision of the Credit Agreement or the Waiver. Except as specifically amended
or waived hereby, all of the terms and provisions of the Credit Documents,
including, without limitation, the Credit Agreement and the Waiver, shall remain
in full force and effect and are hereby ratified and confirmed. Upon the
effectiveness of this Agreement, each reference in the Credit Documents to the
Credit Agreement or the Waiver shall mean the Credit Agreement or the Waiver, as
the case may be, as amended or waived hereby.
(b) This Agreement shall be deemed to be a Credit Document for all
purposes.
(c) The failure of any Obligor to perform or comply with any of the
terms and conditions contained in this Agreement shall constitute an Event of
Default under the Credit Agreement.
10. Complete Agreement. This Agreement is a complete memorandum of the
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agreement of the Obligors, the Agent, the Issuing Bank and the Lenders and
supersedes all prior discussions and drafts relating to the subject matter of
this Agreement.
11. Counterparts. This Agreement may be executed in one or more counterparts
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each of which shall constitute an original Agreement and all of which together
shall constitute one and the same Agreement. Telecopied counterparts of the
signature pages thereof shall be deemed effective as of the Agent's receipt
thereof.
12. Governing Law. This Agreement shall be governed by, and construed in
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accordance with, the laws of the State of New York, without regard to principles
of conflicts of law. The foregoing choice of law is made pursuant to Section 5-
1401 of the General Obligations Law of the State of New York.
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IN WITNESS WHEREOF, the Obligors, the Lenders, the Issuing Bank and the Agent
have caused this Agreement to be duly executed and delivered as of the date
first above written.
RAMSAY HEALTH CARE, INC.
By_________________________________
President
GREENBRIER HOSPITAL, INC.
By_________________________________
President
HOUMA PSYCHIATRIC HOSPITAL, INC.
By_________________________________
President
HSA OF OKLAHOMA, INC.
By_________________________________
President
CAROLINA TREATMENT CENTER, INC.
By_________________________________
President
GULF COAST TREATMENT CENTER, INC.
By_________________________________
President
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ATLANTIC TREATMENT CENTER, INC.
By_________________________________
President
GREAT PLAINS HOSPITAL, INC.
By_________________________________
President
THE HAVEN HOSPITAL, INC.
By_________________________________
President
H.C. CORPORATION
By_________________________________
President
HSA HILL CREST CORPORATION
By_________________________________
President
H.C. PARTNERSHIP
By_________________________________
HSA Hill Crest Corporation
as general partner of
H.C. Partnership
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SOCIETE GENERALE, NEW YORK BRANCH,
as Lender, Issuing Bank and Agent
By_________________________________
Title______________________________
FIRST UNION BANK OF NORTH CAROLINA, as Lender
By_________________________________
Title______________________________
HIBERNIA NATIONAL BANK, as Lender
By_________________________________
Title______________________________
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Schedule A
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1. Ramsay's capital stock in each of the following entities:
Flagstaff Psychiatric Hospital, Inc.
Health Group of Las Cruces, Inc.
HSA Xxxx Haven, Inc.
HSA Medical Offices of Mesa, Inc.
Integrated Behavioral Services, Inc.
Manhattan Psychiatric Hospital, Inc.
Ramsay Chicago, Inc.
Ramsay Nursing Home Services, Inc.
Ramsay Research and Education Institute, Inc.
RHCI Concord, Inc.
Transitional Care Ventures (Florida), Inc.
Xxxxxxx Psychiatric Hospital, Inc.
PsychOptions, Inc.
Ramsay Arizona Health Management Services, Inc.
Ramsay Louisiana, Inc.
Ramsay Management Services of West Virginia, Inc.
Ramsay New Orleans, Inc.
Ramsay Nevada, Inc.
Ramsay Psychiatric Services, Inc.
International Health Care, Inc.
Transitional Care Ventures, Inc.
RHCI San Antonio, Inc.
Transitional Care Ventures (Arizona), Inc.
Transitional Care Ventures (North Texas), Inc.
Transitional Care Ventures, (Texas) Inc.
Transitional Care Ventures, (South Carolina) Inc.
2. All real property or pewrsonal property including accounts, contract rights
and equipment of the entities listed in (1) above.
