EXHIBIT 10.112
SCHEDULES TO SUBORDINATED NOTE PURCHASE AGREEMENT
DATED
SEPTEMBER 30, 1997
BY AND AMONG
RAMSAY HEALTH CARE, INC.,
THE LENDERS FROM TIME TO TIME PARTY THERETO,
GENERAL ELECTRIC CAPITAL CORPORATION
AND
GECC CAPITAL MARKETS GROUP, INC.
Schedule 5.03 to
Subordinated Note Purchase Agreement
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FINANCIAL STATEMENTS AND PROJECTIONS
------------------------------------
To be attached.
Schedule 5.04 to
Subordinated Note Purchase Agreement
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CONTINGENT LIABILITIES; RESTRICTED PAYMENTS
-------------------------------------------
1. See Schedule 3.07 to the Senior Credit Agreement.
2. See Schedule 5.13.
3. See Schedule 3.18 to the Senior Credit Agreement.
4. Obligations under the SocGen Cash Collateral Agreement (as defined in
the Senior Credit Agreement).
Schedule 5.07 to
Subordinated Note Purchase Agreement
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LABOR MATTERS
-------------
1. None.
Schedule 5.08 to
Subordinated Note Purchase Agreement
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SUBSIDIARIES, JOINT VENTURES AND AFFILIATES;
OUTSTANDING STOCK; INDEBTEDNESS HELD BY
CREDIT PARTIES; INACTIVE SUBSIDIARIES
--------------------------------------------
A. Active Subsidiaries:
-------------------
Xxxxxxx Psychiatric Hospital, Inc., an Oklahoma corporation
Bountiful Psychiatric Hospital, Inc., a Utah corporation
Carolina Treatment Center, Inc., a South Carolina corporation
East Carolina Psychiatric Services Corporation,
a North Carolina corporation
Great Plains Hospital, Inc., a Missouri corporation
Greenbrier Hospital, Inc., a Louisiana corporation
Gulf Coast Treatment Center, Inc., a Florida corporation
(RHCI owns 96% of the capital stock of this corporation
and has the option to purchase the remaining 4% from the
other stockholder)
Havenwyck Hospital, Inc., a Michigan corporation
H.C. Corporation, an Alabama corporation
H.C. Partnership, an Alabama general partnership
(HSA Hill Crest Corporation and H.C. Corporation each
own a 50% partnership interest)
Houma Psychiatric Hospital, Inc., a Louisiana corporation
HSA Hill Crest Corporation, an Alabama corporation
HSA of Oklahoma, Inc., an Oklahoma corporation
Mesa Psychiatric Hospital, Inc., an Arizona corporation
Psychiatric Institute of West Virginia, Inc.,
a Virginia corporation
Ramsay Acquisition Corp., a Delaware corporation
Ramsay Correctional Services, Inc., a Delaware corporation
Ramsay Louisiana, Inc., a Delaware corporation Ramsay Managed Care, Inc., a
Delaware corporation
Ramsay Management Services of West Virginia, Inc.,
a West Virginia corporation
Ramsay New Orleans, Inc., a Delaware corporation
Ramsay Youth Services, Inc., a Delaware corporation
RHCI San Antonio, Inc., a Delaware corporation
The Haven Hospital, Inc., a Delaware corporation
Arizona Psychiatric Affiliates, Inc., a Delaware corporation
Florida Psychiatric Associates, Inc., a Florida corporation
Florida Psychiatric Management, Inc., a Florida corporation
FPM Behavioral Health, Inc., a Delaware corporation
FPM Management, Inc., a Florida corporation
FPM of Louisiana, Inc., a Delaware corporation
FPM of Ohio, Inc., a Delaware corporation
FPM of Utah, Inc., a Delaware corporation
FPM of West Virginia, Inc., a Delaware corporation
FPM/Hawaii, Inc., a Delaware corporation
FPM/Southeast, Inc., a Delaware corporation
FPMBH of Arizona, Inc., a Delaware corporation
FPMBH Clinical Services, Inc., a Delaware corporation
FPMBH of Texas, Inc., a Delaware corporation
Utah Psychiatric Affiliates, Inc., a Delaware corporation
B. Joint Ventures and Affiliates:
-----------------------------
1. Joint Ventures:
--------------
Transitional Care Ventures, Inc., a Delaware
corporation (RHCI owns 60% of the capital stock of
this corporation and has an option to purchase the
remaining 40% of the capital stock)
Transitional Care Ventures (Arizona), Inc., a Delaware
corporation (Transitional Care Ventures, Inc. owns
100% of the capital stock of this corporation)
Transitional Care Ventures (Florida), Inc., a Delaware
corporation (Transitional Care Ventures, Inc. owns
100% of the capital stock of this corporation)
Transitional Care Ventures (North Texas), Inc., a
Delaware corporation (Transitional Care Ventures,
Inc. owns 100% of the capital stock of this
corporation)
Transitional Care Ventures (South Carolina), Inc., a
Delaware corporation (Transitional Care Ventures,
Inc. owns 100% of the capital stock of this
corporation)
Transitional Care Ventures (Texas), Inc., a Delaware
corporation (Transitional Care Ventures, Inc. owns
100% of the capital stock of this corporation)
FPM Behavioral Health of Ohio, Ltd., an Ohio limited
liability company (FPM of Ohio, Inc. owns 51% of the
Membership Interest in this LLC)
Meadowlake/Western Alliance LLC, an Oklahoma limited
liability company (HSA of Oklahoma, Inc. owns 50% of
the Membership Interest in this LLC)
U.B.H. Holdings, L.L.C., a Florida limited liability
company (FPM Behavioral Health, Inc. owns 50% of the
Membership Interest in this LLC)
University Behavioral Health at The University of
South Florida, Ltd., a Florida limited partnership
(FPM Behavioral Health, Inc. holds a 49.5% interest
in this limited partnership and U.B.H. Holdings,
L.L.C. holds a 1% interest and is the General Partner
of this limited partnership)
2. Affiliates:
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Ramsay Holdings HSA Limited, an international business
company organized under the laws of Barbados
Xxxx Xxxxxx Holdings Pty. Limited, a company of
limited liability organized under the laws of New
South Wales, Australia
Xxxx Xxxxxx Hospitals Pty. Limited, a company of
limited liability organized under the laws of New
South Wales, Australia
Xxxx X. Xxxxxx, a citizen of Australia, and his corporate Affiliates
Hawaii Psychiatric Associates, Ltd., a Hawaii
professional corporation
C. Outstanding Stock:
-----------------
1. See Annex A attached hereto.
D. Indebtedness:
------------
1. Promissory Note dated October 25, 1994 from Ramsay Managed Care, Inc. to
Ramsay Health Care, Inc. for the sum of $6,000,000
E. Inactive Subsidiaries:
---------------------
Americare of Galax, Inc., a Virginia corporation*
Atlantic Treatment Center, Inc., a Florida corporation
Cumberland Mental Health, Inc., a North Carolina corporation
Flagstaff Psychiatric Hospital, Inc., an Arizona corporation
Health Group of Las Cruces, Inc., a Tennessee corporation
HSA Lynnhaven, Inc., a Florida corporation
HSA Medical Offices of Mesa, Inc., an Arizona corporation
Integrated Behavorial Services, Inc., a Delaware corporation*
Manhattan Psychiatric Hospital, Inc., a Kansas corporation
Michigan Psychiatric Services, Inc., a Michigan corporation*
PsychOptions, Inc., a Delaware corporation
Ramsay Chicago, Inc., a Delaware corporation
Ramsay Nevada, Inc., a Delaware corporation
Ramsay Nursing Home Services, Inc., a Delaware corporation
Ramsay Research and Education Institute, Inc.,
a Delaware corporation
RHCI Concord, Inc., a Delaware corporation
F. Material Subsidiaries
---------------------
Bountiful Psychiatric Hospital, Inc., a Utah corporation
East Carolina Psychiatric Services Corporation,
a North Carolina corporation
Great Plains Hospital, Inc., a Missouri corporation
Greenbrier Hospital, Inc., a Louisiana corporation
Havenwyck Hospital, Inc., a Michigan corporation
H.C. Partnership, an Alabama general partnership
Houma Psychiatric Hospital, Inc., a Louisiana corporation
Mesa Psychiatric Hospital, Inc., an Arizona corporation
Psychiatric Institute of West Virginia, Inc.,
a Virginia corporation
Transitional Care Ventures, Inc., a Delaware corporation
* Corporation has no operations but owns capital stock in certain other
subsidiaries of RHCI.
Schedule 5.11 to
Subordinated Note Purchase Agreement
------------------------------------
TAX MATTERS
-----------
A. Taxable Years Currently Under Audit:
None.
B. Agreements Extending Assessment Period:
None.
C. Tax Sharing Agreements:
Tax Sharing Agreement dated as of October 25, 1994 by and between
Ramsay Health Care, Inc. and Ramsay Managed Care, Inc.
Schedule 5.12 to
Subordinated Note Purchase Agreement
------------------------------------
ERISA PLANS
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I. Pension Plans:
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1. Ramsay Health Care, Inc. Deferred Compensation and Retirement Plan, as
amended (Plan No. 001).
2. Ramsay Managed Care, Inc. Deferred Compensation and Retirement Plan and
Trust (Plan No. 001).
II. Determination Letters:
---------------------
1. Favorable Determination Letter dated April 8, 1996 from Internal Revenue
Service to Ramsay Health Care, Inc.
2. Favorable Determination Letter dated February 23, 1996 from Internal
Revenue Service to Ramsay Managed Care, Inc.
Welfare Plans:
-------------
X. Xxxxxx Health Care, Inc.
1. Health - Ramsay Health Care, Inc. Group Health Plan, Plan No. A8971
(Self Insured Plan);
2. Disability - Northwestern National Life Insurance Co. Group Policy No.
GH20492-7
3. Life Insurance - Northwestern National Life Insurance Co. Group Policy
No. GL20492-7
4. HMOs
(a) Louisiana - MedFirst Health Plans (Apex Benefit Plan
(b) Utah - United HealthCare of Utah
(c) North Carolina - BC/BS of North Carolina
(d) West Virginia - The Health Plan of Upper Ohio Valley, Inc.
(e) Arizona - Intergroup of Arizona and Intergroup Point of Service
Interflex Plan
(f) Michigan - Blue Care Network, Blue Traditional, BC/BS of Michigan
and Health Alliance Plan
(g) Alabama - Partners Healthplans (formerly Southeast Health Plan)
(h) Texas - PacifiCare of Texas, Inc.
X. Xxxxxx Managed Care, Inc.
1. Health and Dental - Ramsay Managed Care, Inc. Group Health Plan, Group
No. 0104 (Self Insured Plan through Xxx and Xxxxx Inc.);
2. Term Life, AD&D and Long Term Disability -ReliaStar Life Insurance
Company;
3. HMOs
(a) Utah - United HealthCare of Utah
(b) West Virginia - The Health Plan of Upper Ohio Valley, Inc.
(c) Arizona - Intergroup of Arizona and Intergroup Point of Service
Interflex Plan
(d) Hawaii - Cobra participants (no employees) Xxxxxx Foundation
Health Plan, Inc.
(e) Texas - PacifiCare of Texas, Inc.
Schedule 5.13 to
Subordinated Note Purchase Agreement
------------------------------------
LITIGATION
----------
X. Xxxxxx Health Care, Inc.
------------------------
A. Professional Malpractice and General Liability Claims
1. Xxxxxx Xxxxxxxxx Xxxxx v. The Life Center of Galax, et al., Circuit
Court of Xxxxxxx County, The State of Virginia, Case No. 95-19.
Improperly filed suit.
B. EEOC or Other Employment-Related Claims
1. Xxxxxxx Xxxxxxxx x. Xxxxxx Health Care, Inc., arbitration proceeding
in Florida in which former Chief Operating Officer is seeking damages
in an aggregate of $2.3 million dollars, including lost wages,
severance payments and stock options. Case is currently in the
discovery process.
2. Xxx XxXxxxxxxx v. Psych-Options, Inc. and Ramsay Health Care, Inc.
Sex and age discrimination claim filed September 30, 1993. No action
has been taken by the EEOC.
C. Reimbursement Matters
1. Alleged Disproportionate Share Overpayments
The State of Louisiana, Department of Health and Hospitals has made
demands for repayment of disproportionate funds previously paid to Bayou Oaks
and Three Rivers Hospitals in the following amounts: (i) $3,466,333.18 from
Three Rivers Hospital and (ii) $560,613 from Houma Psychiatric Hospital, Inc.
d/b/a Bayou Oaks Hospital. The claim asserts that the hospitals did not meet
the requirements of being paid as a teaching hospital.
In addition the Department of Health and Hospitals have indicated that
they may make a demand on Three Rivers Hospital to repay an additional
$1,556,555 because the
hospital's actual Medicaid census for the fiscal year ended December 31, 1994
did not meet its projected census.
The Company has entered into negotiations to settle the dispute and
submitted an offer of $1,300,000 in late July 1997, an amount counter offered by
the Department of Health and Hospitals in response to the Company's initial
settlement offer.
II. Xxxxxxx Psychiatric Hospital, Inc.
----------------------------------
A. Professional Malpractice and General Liability Claims
1. Threat of Claim, Patient X. Daughter of patient participating in drug
study threatened to bring suit because of mother's deteriorating
medical condition.
2. Threat of Claim, Patient Y. Patient claims injury resulting from
assault of other patient while at facility.
III. Bountiful Psychiatric Hospital, Inc.
------------------------------------
A. Professional Malpractice and General Liability Claims
1. Threat of Claim, Patient X. Claim by patient that certain of
hospital's male medical staff made sexual advances toward her.
2. Threat of Claim, Patient Y. Alleged abuse of fourteen year old male
patient by male mental health worker when patient was out of control.
3. Threat of Claim, Patient Z. Female patient alleges rape by male
patient prior to her release on August 1, 1997.
B. EEOC or Other Employment-Related Claims
1. Xxxxxxxx Xxxxxxxxxx v. Benchmark Behavioral Health Systems: EEOC
Charge No. 35-C1-94-0736. Alleged
disability discrimination in connection with termination in November
1993.
2. Xxxxxxx X. Xxxxx, Utah Industrial Commission, No. 97-0200, and EEOC.
Claim by male employee alleging gender discrimination, sexual
harassment and retaliatory discharge for protesting discriminatory
practices. Claim dismissed by Utah Industrial Commission in February
1997.
IV. Carolina Treatment Center, Inc.
-------------------------------
A. Professional Malpractice and General Liability Claims
1. Threat of Claim, Patient X. Estate of Patient X requested
medical records following suicide of patient approximately two
weeks following release after an extended stay.
V. East Carolina Psychiatric Services Corporation
----------------------------------------------
A. Professional Malpractice and General Liability Claims
1. Xxxxx Xxxxx Xxxxxxxx, Jr. and Xxxxx Xxxxx Xxxxxxxx, III v. East
Carolina Psychiatric Services Corporation, Onslow County, North
Carolina Superior Court. Case No. 95-CVS-1408. Claims resulting from
injuries sustained by adolescent patient during an attempted
elopement. Trial set for November 1997.
VI. Greenbrier Hospital, Inc.
-------------------------
A. Professional Malpractice and General Liability Claims
1. Xxxxxx x. Xxxxxx Healthcare, et al., 00xx Xxxxxxxx Xxxxxxxx Xxxxx, Xx.
Tammany Parish, Louisiana, Case No. 97-13673. Case was filed on August
15, 1997 against Ramsay Healthcare, Inc. d/b/a Greenbrier Behavioral
Health System, Xx. Xxxxxxx Xxxxxxx and Xxxxxx Xxxxxxxx asserting
negligent diagnosis and treatment of plaintiff's decedent.
2. Xxxxxxxx XxXxxx v. Xxxxxx D'Xxxxxxx and Xxxxxx Health Care, Inc.,
d/b/a Greenbrier Hospital and Greenbrier Counseling Center, 22nd
Judicial District Court for the Parish of St. Tammany, No. 94-13797.
Patient brought claims for failure to diagnose behavioral health
problems and for exceeding boundaries of therapeutic relationship.
Action also brought before Patient's Compensation Fund.
3. Xxxxxxx Xxxxxxxxx v. Greenbrier Hospital, 22nd Judicial District Court
for the Parish of St. Tammany, State of Louisiana, Civil No. 96-15233.
Patient's claim is for damages arising from injury sustained from fall
in bathroom of facility.
4. Threat of Claim, Patient X. Patient alleges negligent care and has
threatened suit.
5. Xxxxx and Xxxxxxx Xxxx v. Greenbrier Hospital, 22nd Judicial District
Court for the Parish of St. Tammany, State of Louisiana, Case No. 90-
10755. Plaintiff claims damages for injury sustained from fall in
parking lot.
VII Havenwyck Hospital, Inc.
------------------------
A. Professional Malpractice and General Liability Claims
1. Xxxxxx X. Dust, As Next Friend of Xxxxxx X. Dust, Minor v. Havenwyck
Hospital, Inc., Circuit Court for the County of Oakland, State of
Michigan, Case No. 96-528965-NO. Plaintiff was injured when
technician pulled door shut, crushing plaintiff's fingers. Mediation
award of $22,500 rejected by hospital.
2. Threat of Claim, Patient X. Patient hit by car one hour following
discharge and claims damages for injuries sustained resulting from
hospital's failure to properly treat Patient.
3. Xxxxxxx Xxxxx and Xxxxxx Xxxxx, Her Husband v. Havenwyck Hospital,
Inc., Circuit Court for the
County of Oakland, State of Michigan, Case No. 96-518483-NO. Claim of
total disability resulting from a fall on hospital's grounds. Claim
asserts lost wages of $542,000, medical bills of $20,000 and pain and
suffering of $900,000.
B. EEOC or Other Employment-Related Claims
1. Xxxxxxx Xxxxxxx, M.D. x. Xxxxxx Health Care, Inc., Havenwyck Hospital,
Inc. and Xxxxxx X. Xxxxxxxxx, Jointly and Severally, U.S. District
Court, Eastern District of Michigan, Case No. 95CV73080. National
origin discrimination case settled in June 1997 for $50,000.
VII H.C. Partnership/HSA Hill Crest Corporation/H.C. Corporation
------------------------------------------------------------
A. Professional Malpractice and General Liability Claims
1. Xxxxxx Xxxxx, individually and as mother and next friend of Xxxxx
Xxxxxx x. Xxxxxx Health Care, Inc., a corporation, Hill Crest
Hospital; Nebby Xxxxxxx, an individual; and Xxxxxxxxx Xxxxxxx, an
individual, Jefferson County, Alabama Circuit Court, Bessemer
Division, CV 95-341. Patient alleged negligent supervision on an
outing. Patient, who was 14 years old at the time, had sexual
intercourse in bathroom of a restaurant while on the outing.
2. K.C., by and through his next friend, his father, X.X. x. Xxxx Crest
Hospital, et al., Jefferson County, Alabama Circuit Court, Civil
Action No. CV 96-4204. Matter settled in July 1997.
3. Xxxxxxx X. Xxxxx, an individual x. Xxxx Crest Hospital, a partnership,
also known as HC Partnership; Defendant A, being the correct legal
name of Hill Crest Hospital; Defendant B, being the correct legal name
of HC Partnership; Xxxxxxxxxx X, X, X, X, X, X, X and J, being the
correct legal names of the Partners of Hill Crest Hospital; Defendants
K, L, M, N, O, P, Q and R,
being the correct legal names of the partners of HC Partnership.
Matter settled in July 1997.
4. Xxxxxx Xxxxx and Xxxxx Xxxxx x. Xxxx Crest Hospital, Xxxx Xxx, who
will be added when the name is ascertained, and XYZ Corporation, who
will be added when the name is ascertained, Circuit Court of Jefferson
County, Alabama, Civil Division No. CV9702388. Case filed on or about
August 25, 1997. Patient alleges injury sustained when another
patient removed a chair from beneath her while sitting down.
B. EEOC or Other Employment-Related Claims
1. Xxxxx X. Xxxxxxxx, EEOC Charge No. ###-##-####. Alleged race and age
discrimination filed in April 1993.
2. Xxxxx Xxxxxxx and Xxxxxx Xxxxxxx v. HC Partnership, d/b/a Hill Crest
Hospital, H.C. Corporation, HSA Hill Crest Corp. and Ramsay Health
Care, Inc. - U.S.D.C. (N.D. Ala.) No. 96-6-2-2514-S. Employee alleges
lay off resulted from race discrimination.
3. Threat of Claim, Employee X. Threat of unspecified "cause of action"
by terminated employee.
4. Threat of Claim, Employee Y. Settlement offer sent to terminated
medical director. No response to date.
5. Xxxxx Xxxxxxx, EEOC Charge No. ###-##-####. Claim of wrongful
termination based on racial discrimination and retaliation.
IX. Houma Psychiatric Hospital, Inc.
--------------------------------
A. Professional Malpractice and General Liability Claims
1. Xxxxxx Xxxxxx v. Bayou Oaks Hospital, 32 Judicial District Court,
Parish of Xxxxxxxxxx, Xxx. Xx. 000000. Case arises out of alleged
negligence on October 9, 1994 when tiles allegedly fell from ceiling
injuring plaintiff's neck and back. There has been no action in this
case since February 1996.
2. Xxxxxx X. Xxxxxx v. Houma Psychiatric Hospital dba Bayou Oaks
Hospital, 32nd Judicial Court for the Parish of Terrebonne, State of
Louisiana, Civil No. 119600. Defendant served with notice of suit on
July 1, 1997 for negligence involving wrist fracture of plaintiff
while patient
3. Xxxxxx Xxxxxx x. Xxxxxxxxxx General Medical Center, et al., P.C.F. No.
96-1484. Breach of duty of care claim arising out of delayed
diagnosis for medical/surgical problem. Pending before Medical Review
Panel.
4. Xxxxxx Xxxxx, et al., v. Xx. Xxxxx Xxxxxxxx, et al., P.C.F. No. 96-
0413. Case pending before Medical Review Panel. No treatment
provided to plaintiff's decedent at facility, but plaintiff's decedent
was evaluated through hospital's assessment center.
5. Threat of Claim, Visitor X. Possible claim for injury to Visitor
while on premises by patient of facility. Claim to date is for
$7,500.
B. EEOC or Other Employment-Related Claims
1. Xxxxxxx Xxxxxxxx v. Bayou Oaks Hospital, State of Louisiana,
Department of Labor, Office of Workers' Compensation, District 9,
Docket No. 94-08130. Employee slipped on wet floor during work hours.
Employee is currently receiving workers compensation benefits.
X. HSA of Oklahoma, Inc.
---------------------
A. Professional Malpractice and General Liability Claims
1. Threat of Claim, Patient X. Mother of patient who broke hand while
punching wall threatened suit.
B. EEOC or Other Employment-Related Claims
1. Threat of Claim, Former Employee X. Threatened suit of social worker
who was terminated after ten days.
XI. Mesa Psychiatric Hospital, Inc.
-------------------------------
A. Professional Malpractice and General Liability Claims
1. Threat of Claim, Patient X. Adolescent patient injured while
attempting to avoid admission to facility and injuries sustained while
a patient as a result of an altercation with another patient. Statute
of limitations has run on claim by parents.
XII Psychiatric Institute of West Virginia, Inc.
--------------------------------------------
A. Professional Malpractice and General Liability Claims
1. Freeman v. The Psychiatric Institute of West Virginia, Inc., d/b/a
Chestnut Ridge Hospital, et al., Circuit Court of Monongalia County,
West Virginia, Civil Action No. 96-C-134. Case was commenced in April
1996 against Chestnut Ridge Hospital and Xx. Xxxxx Xxxxxx asserting
negligence in elopement and suicide of patient. Case is currently in
the discovery process.
2. Xxxxx Xxxxx and Xxxxxx Xxxxx v. Psychiatric Institute of West
Virginia, Inc., a foreign corporation d/b/a Chestnut Ridge Hospital,
Xxxx Xxxxx and Xxxxxx Xxxxxxxx, M.D., Circuit Court of Monongalia
County, West Virginia, CV No. 96-C-69. Claim for damages for injuries
sustained following elopement of patient from facility who then threw
himself in front of a moving vehicle. An agreement to settle this
case for $70,000 has been reached.
3. Threat of Claim, Patient X. Threatened suit following dissatisfaction
with adult patient's care by patient's parents.
XII Ramsay Louisiana, Inc.
----------------------
A. Professional Malpractice and General Liability Claims
1. Xxxxx Xxxxxxxxx, Individually, and on Behalf of the Minor, Xxx
Xxxxxxxxx v. Three Rivers Hospital Limited Partnership, Xx. Xxxxxx
XxXxxxxx, Dr. Xxxx Xxxxx and Xxxx Xxxxxxx, 22nd Judicial District
Court of the Parish of St. Tammany, Louisiana, Case No. 94-10309 A.
Claim dismissed as to Three Rivers Hospital Limited Partnership.
2. Xxxxxx Xxxxxxxx and Xxxxxxxx Xxxxxxxx, Individually and on Behalf of
Their Minor Son, Carther Xxxxxxx Xxxxxxxx v. Three Rivers Hospital,
Medical Review Panel Request No. 94 MR 229. Patient claims assault and
sexual abuse by other patients.
B. EEOC or Other Employment-Related Claims
1. Xxxxx Xxxxxxx v. Three Rivers Hospital, State of Louisiana, Department
of Labor, Office of Workers' Compensation, District 6, Docket No. 94-
00613. Employee injured while restraining a patient. Counsel for
Employee requested settlement of $50,000.
XIV Ramsay Managed Care, Inc.
-------------------------
A. Professional Malpractice and General Liability Claims
1. Pursuant to the Sale Agreement with RoTech Medical Corporation
concerning the sale of Apex Healthcare, Inc., RoTech deposited
$350,000 of the purchase price received by the Company in connection
with such sale. RoTech delivered a Notice of Claim that it is entitled
to indemnification from the Company under the Purchase Agreement and
wishes to collect from the subject escrow account. The Notice of Claim
sets forth claims in an aggregate of approximately $5.8 million, more
than the $4 million purchase price of Apex, to which amount
indemnification is limited under the Purchase Agreement, and demands
indemnification by the Company of amounts above the escrow account.
B. EEOC or Other Employment-Related Claims
1. Ramsay Managed Care, Inc., et al. v. Oliaii, et al., Circuit Court for
Jefferson County, Alabama,
Action No. CV9604050. On July 1, 1996, the company asserted fraud and
breach of fiduciary duty claims against former officer arising out of
efforts of Company to sell stock of a subsidiary; counterclaim by
defendants seeking compensatory damages in excess of $322,984.35 and
punitive damages in an amount to be determined. Case is currently in
the discovery process.
2. Xxxx Xxxxx v. Apex Healthcare of LA, Inc., Ramsay Managed Care, Ramsay
Health Care, Inc., RoTech Medical Corporation, Medfirst Health Plans
and Warwick Syphers, Civil District Court for the Parish of Orleans,
Case No. 97-12701. Breach of employment contract claim and unfair
labor practices.
XV. RHCI San Antonio, Inc.
----------------------
A. Professional Malpractice and General Liability Claims
1. Threat of Litigation, Patient X. Patient claims employee ran over
foot with wheelchair and subsequently lost toe. Claim made for
$200,000 settlement by Patient.
2. Threat of Litigation, Patient Y. Patient became unresponsive during
assessment and subsequently died. Contact from estate attorney.
3. Threat of Litigation, Patient Z. Patient claims employee Kissed her
while on a visit to her home.
4. Threat of Claim, Visitor X. Visitor fractured shoulder in parking
lot.
B. EEOC or Other Employment-Related Claims
1. Xxxxxx X. Xxxxxxx v. Mission Vista Hospital and Ramsay Health Care,
Inc., United States District Court for Western District of Texas,
Civil Action No. SA-97-CA-0293. Claim of racial discrimination filed
in June 1997.
2. Xxxxx Xxxxxxxx v. Mission Vista Hospital: EEOC Charge No. ###-##-####.
Discrimination claim filed in November 1996.
XVI. The Haven Hospital, Inc.
------------------------
A. Professional Malpractice and General Liability Claims
1. Xxxxx X., individually and as Next Friend for Xxxxxxx X. v. Xxxxx
Xxxxx, Xx., Xxxx Xxxxxxxxx, Xxxxxx Xxxxxx, Xxxxxx Xxxxxx, M.D., Inc.,
and The Haven Hospital, Inc., in the District Court of the 000xx
Xxxxxxxx Xxxxxxxx xx Xxxxxx Xxxxxx, Xxxxxx, Xxxxx, Case No. 95-158.
Complaint alleges numerous counts but which fall under breach of duty
of care. Plaintiffs have demanded a $500,000 settlement.
2. Threat of Claim, Patient X. Claim for loss of ring and damages
arising from hip fracture as a result of a fall.
3. Threat of Claim, Patient Y. Alleges assault, battery, negligence and
fraud. Requested settlement is $2,000,000.
B. EEOC or Other Employment-Related Claims
1. Xxxxxxxx X. Xxxxxx v. The Haven: EEOC Charge No. 310971493.
Disability discrimination claim by former Director of Nursing who was
demoted to be a Charge Nurse and subsequently terminated for failure
to satisfy the requirements of the position. Issued a right to xxx
letter by EEOC on June 4, 1997.
Schedule 5.17 to
Subordinated Note Purchase Agreement
------------------------------------
CERTAIN ENVIRONMENTAL MATTERS
-----------------------------
1. Matters set forth in the Phase I Environmental Reports ordered by General
Electric Capital Corporation for the following Hospitals:
a. Benchmark Regional
b. Xxxxx Xxxx
x. Xxxxxxxx Ridge
d. Havenwyck
x. Xxxx Crest
2. Matters set forth in the Phase I Environmental Reports by Xxxxxx Xxxxx &
Associates, Inc. dated March 1993 provided to General Electric Capital
Corporation for the following Hospitals:
a. Coastal Carolina
b. Heartland
c. Meadowlake
d. Greenbrier
e. The Haven
f. Bayou Oaks
Schedule 5.30 to
Subordinated Note Purchase Agreement
------------------------------------
CERTAIN OPTIONS, ETC.
---------------------
A. Options and Convertible Securities
----------------------------------
1. Stock Option and Purchase Plans/Outstanding Options:
Total Shares Outstanding: 3,140,765
x. Xxxxxx Health Care, Inc. Amended and Restated 1990 Stock Option Plan -
125,667 outstanding; 125,667 available;
x. Xxxxxx Health Care, Inc. 1991 Stock Option Plan -1,478,761 options
outstanding; 1,484,423 available;
x. Xxxxxx Health Care, Inc. 1993 Stock Option Plan -337,529 outstanding;
393,930 available;
x. Xxxxxx Health Care, Inc. 1995 Long Term Incentive Plan - 426,894
outstanding; 500,000 available;
x. Xxxxxx Health Care, Inc. 1996 Long Term Incentive Plan - 457,500
outstanding; 500,000 available; and
f. Options to purchase Ramsay Health Care, Inc. Common Stock issuable with
respect to the conversion of Ramsay Managed Care, Inc. options in
connection with the merger of Ramsay Managed Care, Inc. with a wholly
owned subsidiary of Ramsay Health Care, Inc. - 314,414 outstanding;
500,000 available under two stock option plans.
2. Stock Purchase Plan:
x. Xxxxxx Health Care, Inc. 1993 Employee Stock Purchase Plan - 100,000
shares originally authorized.
3. Warrants:
x. Xxxxxx Health Care, Inc. outstanding warrants to purchase Common Stock -
1,165,498.
4. Preferred Stock
a. 142,486 shares of Class B Preferred Stock, Series C, convertible into an
aggregate of 1,424,860 shares of Common Stock.
b. 100,000 shares of Class B Preferred Stock, Series 1996, convertible into
an aggregate 1,000,000 shares of Common Stock.
c. 100,000 Shares of Class B Preferred Stock, Series 1997, convertible into
an aggregate of 394,945 shares of Common Stock.
Schedule 7.03 to
Subordinated Note Purchase Agreement
------------------------------------
INVESTMENTS
-----------
1. Agreement and Plan of Merger dated as of July 1, 1997 by and among Summa
Healthcare Group, Inc., Ramsay Acquisition Corp. and Ramsay Health Care,
Inc.
2. $350,000 held in escrow pursuant to the Escrow Agreement dated as of
October 30, 1996 by and among Apex Healthcare, Inc., Ramsay Managed
Care, Inc., RoTech Medical Corporation and Xxxxxx & Xxxxxx.
3. The following joint ventures:
a. Meadowlake/Western Alliance LLC, an Oklahoma limited liability
company (HSA of Oklahoma, Inc. owns 50% of the Membership Interest
in this LLC).
b. U.B.H. Holdings, L.L.C., a Florida limited liability company (FPM
Behavioral Health, Inc. owns 50% of the Membership Interest in this
LLC).
c. University Behavioral Health at The University of South Florida,
Ltd., a Florida limited partnership (FPM Behavioral Health, Inc.
holds a 49.5% interest in this limited partnership and U.B.H.
Holdings, L.L.C. holds a 1% interest and is the General Partner of
this limited partnership).
Schedule 7.05 to
Subordinated Note Purchase Agreement
------------------------------------
TRANSACTIONS WITH AFFILIATES AND EMPLOYEES
------------------------------------------
1. See Schedule 5.08(D) and 7.03(1).
2. Consulting Agreement dated as of February 1, 1997 by and between Summa
Healthcare Group, Inc. and Ramsay Health Care, Inc.
3. Services Agreement dated as of August 12, 1996 by and between
Healthlink Enterprises, Inc. and Ramsay Health Care, Inc.
4. In the ordinary course of business, Ramsay Health Care, Inc. maintains
a cash management system with the other Credit Parties.
5. In the ordinary course of business, Ramsay Health Care, Inc. and
certain of the other Credit Parties engage in lending, borrowing and
other commercial transaction in connection with the joint ventures and
other affiliates listed on Schedule 5.08(B), all of which are permitted
by (S) 7.05.
6. Employment Agreements with the executive officers of the Company and
its Subsidiaries, copies of which were provided to the Administrative
Agent prior to the Closing Date.
7. 142,486 shares of Class B Preferred Stock, Series C of the Company held
by Ramsay Holdings and Ramsay Hospitals Pty. Limited.
8. 100,000 shares of Class B Preferred Stock, Series 1996 of the Company
held by Ramsay Holdings.
9. 4,000 shares of Class B Preferred Stock, Series 1997 of the Company
held by Ramsay Holdings.
10. RMCI and its affiliates lease the following property from partnerships
of which Xx. Xxxxxx Xxxxxxxx (an officer of RMCI) has the following
ownership percentages:
LOCATION PURPOSE LEASE INCEPTION ANNUAL XXXXXXXX
LEASE (EST.) OWNERSHIP
PERCENT
-------------------------------------------------------------------------------------
1276 Minnesota Clinic/Medical 1983 to 5/31/2003 $ 96,264+ 16%
Avenue Practice with option to renew
Winter Park, FL
-------------------------------------------------------------------------------------
1250 Minnesota FPM 1988-2003 $113,820+ 25%
Avenue (mgd. care) Cost of Living
Winter Park, FL Adjustments
-------------------------------------------------------------------------------------
Lake Mary, FL Office Clinic 1988-2003 Cost of $ 51,747 33-1/3%
+3,000 sq. ft. Living Adjustments
-------------------------------------------------------------------------------------
Sand Lake, FL Clinic to 1990-2003 $ 51,264 33-1/3%
serve
Disney
-------------------------------------------------------------------------------------
11. Employees and Ramsay Affiliates have been granted the options and
warrants listed on Annex A hereto.
12. Payables of RMCI to Xxxx X. Xxxxxx and Xxxxx X. Xxxxx in the amounts of
$200,000 and $100,000 respectively, assumed by Borrower in connection
with the merger of RMCI into a wholly owned Subsidiary of the Borrower.
13. Legal representation of the Borrower and its Subsidiaries by
Xxxxxx & Xxxxxx, a partner of which is a director of Borrower.
14. Ramsay Health Care, Inc. 1993 Employee Stock Purchase Plan - 100,000
shares originally authorized.
Schedule 7.06 to
Subordinated Note Purchase Agreement
------------------------------------
LIENS
-----
Debtor Secured Party Jurisdiction File Date Collateral
------------------ ----------------- --------------- ------------ -----------
Carolina AT&T Credit S/S SC 150542A Lease
Treatment 5/17/94
Center
East Carolina American S/S NC 1183468 Lease
Psych Services Business 1/17/95
Credit Corp.
East Carolina American Onslow, Co., NC 95-920 Lease
Psych Services Business 1/13/95
Credit Corp.
East Carolina American Onslow, Co., NC 95-312 Lease
Psych Services Business 1/18/95
Credit Corp.
Gulf Coast SunTrust Bank S/S FL 96000073657 (1)
4/10/96
Havenwyck Xxxxx Fin. Corp. S/S MICH 45566B Lease
8/3/94
Havenwyck Lease Corp. of S/S MICH D186257 Lease
America 1/21/97
Havenwyck Lease Corp. of S/S MICH D242061 Lease
America 6/6/97
Psych. Inst. of Tokai, Fin. Serv. S/S WV 0433905 Lease
West Virginia 11/13/95
RHCI & Psych. Copel Co Cap. S/S WV 0472474 Lease
Inst. of West 6/10/97
Virginia
RHCI & Psych. Copel Co Cap. Monongalia G., 00252 Lease
Inst. of West WV 6/9/97
Xxxxxxxx
Xxxxxx AT&T Credit S/S FL 95000087992 Lease
Managed Care, 5/2/95
Inc.
-------------------------
(1) All other property, real or personal, tangible or intangible, and all
other causes of action, rights or remedies of the Debtor of whatever nature
assigned or to be assigned to Secured Party or the Assignee of the Secured Party
pursuant to that certain Loan Agreement dated as of October 1, 1984, between the
Debtor and the Secured Party or that certain Trust Indenture dated as of October
1, 1984, between the Secured Party and Sun Bank, National Association, as
Trustee, or any other instrument or agreement executed in connection therewith.
Transitional AT&T Credit S/S TX 175295 Lease
Care Ventures 6/3/97
(Texas)
Transitional Pyxis Corp. S/S TX 165039 Lease
Care Ventures 8/24/94
(Texas)
Florida Psych NCR Credit Corp. S/S FL 930000045980 Lease
Mgmt 3/3/93
Florida Psych AT&T Credit S/S FL 95000087993 Lease
Mgmt 5/2/95
FPM AT&T Credit S/S FL 95000087994 Lease
Behavioral 5/2/95
Health
FPM American S/S FL 950000156031 Lease
Behavioral Business 8/7/95
Health Credit Corp.
FPM American S/S FL 970000103585 Lease
Behavioral Business 5/13/97
Health Credit Corp.
RMCI d/b/a American S/S FL 950000095756 Lease
Behavioral Business 5/11/95
Health Credit Corp.
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