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Exhibit 2.13
AMENDMENT NO. 1
TO
PURCHASE AGREEMENT
AMENDMENT dated as of September 28, 1998 (this "Amendment")
by and among Charter Behavioral Health Systems, LLC, a Delaware limited
liability company (the "Purchaser"), Ramsay Health Care, Inc., a Delaware
corporation ("RHCI"), Carolina Treatment Center, Inc., a South Carolina
corporation ("Carolina"), Houma Psychiatric Hospital, Inc., a Louisiana
corporation ("Houma"), Mesa Psychiatric Hospital, Inc., an Arizona corporation
("Mesa"), RHCI San Antonio, Inc., a Delaware corporation ("San Antonio"), The
Haven Hospital, Inc., a Delaware corporation ("Haven"), Transitional Care
Ventures (Arizona), Inc., a Delaware corporation ("TCVA"), Transitional Care
Ventures (North Texas), Inc., a Delaware corporation ("TCVNT") and Transitional
Care Ventures (Texas), Inc., a Delaware corporation ("TCVT"; together with
Carolina, Houma, Mesa, San Antonio, Haven, TCVA and TCVNT collectively, the
"Sellers") to the certain Purchase Agreement dated as of June 24, 1998
(including, without limitation, all Schedules and Exhibits thereto the "Purchase
Agreement") among the Purchaser, RHCI and Sellers. Capitalized terms used herein
and not otherwise defined herein shall have the meanings assigned to them in the
Purchase Agreement.
WITNESSETH
WHEREAS, the parties hereto have entered into the Purchase
Agreement pursuant to which, among other things, the Sellers and RHCI have
agreed to sell, and the Purchaser has agreed to purchase, the Assets; and
WHEREAS, the parties hereto desire to amend certain of the
provisions of the Purchase Agreement as more particularly described below;
NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, the parties
hereto hereby agree as follows:
ARTICLE I.
AMENDMENT TO PURCHASE AGREEMENT
1.1 The parties hereto acknowledge and agree that Schedule
3.6.1 of the Purchase Agreement is hereby amended by deleting all references to
the following Contracts (as defined below) for all purposes of the Purchase
Agreement, including, without limitation, for purposes of Section 8.1.3 thereof:
(i) ComCare, Inc. Single Purchase of Care Contract, set forth as item 50,
Subheading Desert Vista, to Schedule 3.6.1 to the Purchase Agreement, (ii)
Navajo Nation Department of Behavioral Health Services Provider Agreement, set
forth as item 67, Subheading Desert Vista, to Schedule 3.6.1 to the Purchase
Agreement, (iii) Navajo Nation
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Regional Behavioral Health Authority Provider Agreement, set forth as item 68,
Subheading Desert Vista, to Schedule 3.6.1 to the Purchase Agreement, and (iv)
PacifiCare of Texas HMO Health Plan, set forth as item 27, Subheading Mission
Vista Sub-Acute Unit, to Schedule 3.6.1 to the Purchase Agreement, a copy of
which is attached hereto as Annex A (collectively the "Contracts").
1.2 The parties hereto acknowledge and agree that,
notwithstanding any provision in the Purchase Agreement to the contrary, the
Purchase Agreement is hereby amended as follows: each of RHCI San Antonio, Inc.,
a Delaware corporation ("San Antonio"), and Transitional Care Ventures (Texas),
Inc., a Delaware corporation ("TCVT"), is hereby no longer a party to or bound
by the Purchase Agreement and shall have no obligations or liabilities
thereunder and Purchaser shall no longer be bound by its obligations under the
Purchase Agreement with respect to San Antonio and TCVT, except as provided in
Section 1.3 below. Without limiting the generality of the foregoing, (a) San
Antonio is not a Seller and the Assets and the Assumed Liabilities shall not
include any assets or properties of any kind (including, without limitation, the
San Antonio Facility or the Subacute Care Unit thereat) or any obligations or
liabilities of San Antonio or TCVT, and (b) any and all direct or indirect
references to the San Antonio Facility, TCVT, San Antonio or to any of their
respective contracts (including, without limitation, all agreements listed under
the subheadings Mission Vista and Mission Vista Sub-Acute Unit to Schedule 3.6.1
of the Purchase Agreement) agreements, leases (including, without limitation,
those certain leases (the "Mission Vista Leases") listed as items 2 and 6 on
Schedule 3.4.2 of the Purchase Agreement) business, operations or other assets
or properties of any kind or to any obligations or liabilities of San Antonio or
TCVT are hereby deleted from the Purchase Agreement (including, without
limitation, the Schedules and Exhibits thereto).
1.3 Notwithstanding the foregoing, and for and in
consideration for the covenants and agreements set forth in this Amendment,
Purchaser shall have the right to purchase the assets of San Antonio and TCVT
(as defined and as set forth in the Purchase Agreement prior to the execution of
this Amendment) for a period of 90 days from the date of Closing in accordance
with the terms and conditions of the Purchase Agreement as in effect prior to
this Amendment in the event that the Consent of Capstone Capital of San Antonio,
Ltd. ("Capstone") is obtained; provided, however, that in the event the
Shareholder, San Antonio or TCVT shall have accepted a bona fide third-party
offer (the "Offer") to buy the assets of both San Antonio and TCVT prior to the
receipt by Shareholder of such Consent (the "Acceptance"), then the right of the
Purchaser to purchase the assets which are the subject of the Offer shall be
tolled until the closing of the third-party transaction. In accordance with the
foregoing, if the third-party transaction does not close, the right of Charter
to purchase such assets shall be extended for a period of time equal to 90 days
minus the number of days from the date of this Amendment to the date of the
Acceptance, which period shall commence on the date written notice is received
by Charter from Shareholder, San Antonio or TCVT that the third-party
transaction has not, and will not, close. If the third-party transaction closes,
the right of Purchaser to purchase the assets of San Antonio and TCVT shall
terminate. No consideration, other than that paid to Sellers and Shareholder on
the date hereof and other than the assumption of the Mission Vista Leases and
the Assumed Liabilities relating to San Antonio and TCVT,
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shall be required for Purchaser's acquisition of the assets of San Antonio and
TCVT. Sellers and Shareholder shall reasonably cooperate with Purchaser during
said 90-day period (as such period may be extended hereunder) in obtaining the
Consent of Capstone to said acquisition of the assets of San Antonio and TCVT.
(It is understood and agreed that neither the Sellers nor the Shareholder shall
be required to enter into any guaranty or incur any other obligation in
connection with obtaining said Consent).
ARTICLE II.
MISCELLANEOUS
2.1 INVALIDITY. ETC. If any provision of this Amendment, or
the application of any such provision to any person or circumstance, shall be
held invalid by a court of competent jurisdiction, the remainder of this
Amendment, or the application of such provision to persons or circumstances
other than those as to which it is held invalid, shall not be affected thereby.
2.2 GOVERNING LAW. This Amendment shall be interpreted,
construed, and enforced under and according to the laws of the State of Georgia
without regard to its conflicts of law provisions.
2.3 COUNTERPARTS. This Amendment may be executed in
counterparts, each of which shall be deemed an original, but all of which taken
together shall constitute one and the same instrument.
2.4 RATIFICATION. The parties hereto hereby ratify and approve
the Purchase Agreement, as amended hereby, and the parties hereto acknowledge
that all of the terms and provisions of the Purchase Agreement as amended
hereby, are and remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the date first above written.
CHARTER BEHAVIORAL
HEALTH SYSTEMS, LLC
By:
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Name:
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Title:
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RAMSAY HEALTH CARE, INC.
By:
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Name: Xxxxx Xxxx
Title: Vice President
CAROLINA TREATMENT CENTER, INC.
HOUMA PSYCHIATRIC HOSPITAL, INC.
MESA PSYCHIATRIC HOSPITAL, INC.
RHCI SAN ANTONIO, INC.
THE HAVEN HOSPITAL, INC.
TRANSITIONAL CARE VENTURES
(ARIZONA), INC.
TRANSITIONAL CARE VENTURES
(NORTH TEXAS), INC.
TRANSITIONAL CARE VENTURES
(TEXAS), INC.
By:
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Name: Xxxxx Xxxx
Title: Vice President of the
foregoing entities
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