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EXHIBIT 10.122
FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS FOURTH AMENDMENT TO CREDIT AGREEMENT ("AMENDMENT") is entered into
as of July 29, 1998, by and among RAMSAY HEALTH CARE, INC., a Delaware
corporation ("BORROWER"), certain subsidiaries of Borrower listed on the
signature pages hereto (the "GUARANTORS"), GENERAL ELECTRIC CAPITAL CORPORATION,
a New York corporation ("GE CAPITAL"), and THE ING CAPITAL SENIOR SECURED HIGH
INCOME FUND, L.P., a Delaware limited partnership ("ING;" GE Capital and ING are
hereinafter each individually referred to as a "LENDER", and collectively, as
"LENDERS"), and GENERAL ELECTRIC CAPITAL CORPORATION, as administrative agent
(in such capacity, the "ADMINISTRATIVE AGENT").
RECITALS
A. Borrower, Guarantors, Lenders, Administrative Agent and Syndication
Agent are parties to a certain Credit Agreement dated as of September 30, 1997,
as amended by the First Amendment to Credit Agreement dated as of March 27,
1998, the Second Amendment to Credit Agreement dated as of May 20, 1998 and the
Third Amendment to Credit Agreement dated as of June 29, 1998 (as so amended,
the "CREDIT AGREEMENT;" capitalized terms used herein and not defined herein
have the meanings assigned to them in the Credit Agreement).
B. Borrower has requested that Lenders and Administrative Agent waive
certain Defaults that have occurred for the period ending May 31, 1998, and
Lenders and Administrative Agent have agreed to waive such Defaults, subject to
the terms and conditions hereof.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter contained, and intending to be legally bound, the parties
hereto agree as follows:
A. WAIVER
Each Lender hereby waives all Defaults that arose under Section 6.11 of
the Credit Agreement as of May 31, 1998 (but not thereafter); PROVIDED, HOWEVER,
that the waiver granted therein shall remain in force and effect only so long as
Xxxx Xxxxxx Holdings Pty. Ltd. continues to make loans to Borrower pursuant to
the Ramsay Subordinated Note Purchase Agreement (up to the aggregate amount of
$5,000,000 provided for therein) to fund working capital deficits and operating
losses at the facilities acquired in the Dothan Alabama Acquisition and the Palm
Bay Acquisition.
B. REPRESENTATIONS
Each Credit Party hereby represents and warrants to the Lenders and the
Administrative Agent that:
1. The execution, delivery and performance by such Credit Party of this
Amendment (a) are within such Credit Party's corporate power; (b) have been duly
authorized by all necessary
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corporate and shareholder action; (c) are not in contravention of any provision
of such Credit Party's certificate of incorporation or bylaws or other
organizational documents; (d) do not violate any law or regulation, or any order
or decree of any Governmental Authority; (e) do not conflict with or result in
the breach or termination of, constitute a default under or accelerate any
performance required by, any indenture, mortgage, deed of trust, lease,
agreement or other instrument to which such Credit Party or any of its
Subsidiaries is a party or by which such Credit Party or any such Subsidiary or
any of their respective property is bound; (f) do not result in the creation or
imposition of any Lien upon any of the property of such Credit Party or any of
its Subsidiaries; and (g) do not require the consent or approval of any
Governmental Authority or any other person;
2. This Amendment has been duly executed and delivered for the benefit
of or on behalf of each Credit Party and constitutes a legal, valid and binding
obligation of each Credit Party, enforceable against such Credit Party in
accordance with its terms except as the enforceability hereof may be limited by
bankruptcy, insolvency, reorganization, moratorium and other laws affecting
creditors' rights and remedies in general; and
3. After giving effect to this Amendment, no Default or Event of
Default has occurred and is continuing as of the date hereof.
C. OTHER AGREEMENTS
1. Each Credit Party hereby restates, ratifies and reaffirms each and
every term and condition set forth in the Credit Agreement, as modified by this
Amendment, effective as of the date hereof.
2. Each Guarantor hereby reaffirms and ratifies its unconditional and
irrevocable, joint and several guarantee to Administrative Agent, Syndication
Agent, Lenders and their respective successors, endorsees, transferees and
assigns, of the prompt payment (whether at stated maturity, by acceleration or
otherwise) and performance when due of the Obligations of Borrower arising under
the Credit Agreement, as amended and affirmed hereby, and reaffirms and ratifies
all of its other obligations under the Subsidiary Guaranty. Each Guarantor
hereby consents to the execution and delivery of this Amendment by the Borrower,
and each Guarantor acknowledges that it has received and reviewed a copy of the
Amendment.
3. Each Credit Party acknowledges and reaffirms that (i) all Liens
granted to the Administrative Agent for the benefit of the Lenders under the
Collateral Documents remain in full force and effect and shall continue to
secure the Obligations and (ii) the validity, perfection or priority of the
Liens will not be impaired by the execution and delivery of this Amendment.
4. Borrower agrees to pay on demand all costs and expenses of GE
Capital in connection with the preparation, execution, delivery and enforcement
of this Amendment, including the reasonable fees and out-of-pocket expenses of
counsel to GE Capital.
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5. This Amendment shall be governed by, and construed in accordance
with, the internal laws (and not the laws of conflicts), of the State of New
York and all applicable laws of the United States of America.
6. This Amendment may be executed in any number of separate
counterparts, each of which shall, collectively and separately, constitute one
agreement.
IN WITNESS WHEREOF, this Amendment has been duly executed as of the
date first written above.
RAMSAY HEALTH CARE, INC.
By: _____________________________
Xxxxxxxx X. Xxxxxx
President
GENERAL ELECTRIC CAPITAL
CORPORATION, as Administrative Agent
and as a Lender
By: _____________________________
Xxxxxx X. Xxxx
Authorized Signatory
THE ING CAPITAL SENIOR SECURED
HIGH INCOME FUND, L.P., as a Lender
By: _____________________________
Name:
Title:
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AMERICARE OF GALAX, INC.
XXXXXXX PSYCHIATRIC HOSPITAL, INC.
BOUNTIFUL PSYCHIATRIC HOSPITAL, INC.
CAROLINA TREATMENT CENTER, INC.
EAST CAROLINA PSYCHIATRIC SERVICES
CORPORATION
GREAT PLAINS HOSPITAL, INC.
GREENBRIER HOSPITAL, INC.
GULF COAST TREATMENT CENTER, INC.
HAVENWYCK HOSPITAL, INC.
H. C. CORPORATION
HOUMA PSYCHIATRIC HOSPITAL, INC.
HSA HILL CREST CORPORATION
HSA OF OKLAHOMA, INC.
INTEGRATED BEHAVORIAL SERVICES, INC.
MESA PSYCHIATRIC HOSPITAL, INC.
MICHIGAN PSYCHIATRIC SERVICES, INC.
PSYCHIATRIC INSTITUTE OF WEST
XXXXXXXX
XXXXXX ACQUISITION CORP.
RAMSAY CORRECTIONAL SERVICES, INC.
RAMSAY LOUISIANA, INC.
RAMSAY MANAGEMENT SERVICES OF
WEST VIRGINIA, INC.
RAMSAY NEW ORLEANS, INC.
RAMSAY YOUTH SERVICES, INC.
RHCI SAN ANTONIO, INC.
THE HAVEN HOSPITAL, INC.
By: _____________________________
Xxxxx X. Xxxx
Vice President of each of
the foregoing Guarantors
Attest: _____________________________
Xxxxxx X. Xxxx
Secretary of each of the foregoing
Guarantors
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H. C. PARTNERSHIP
By: HSA HILL CREST CORPORATION,
its General Partner
By:_______________________
Xxxxx X. Xxxx
Vice President
RAMSAY MANAGED CARE, INC.
UTAH PSYCHIATRIC AFFILIATES, INC.
RAMSAY CONTRACT SERVICES, INC.
RAMSAY MANAGEMENT SERVICES OF
TEXAS, INC.
RAMSAY YOUTH SERVICES OF ALABAMA,
INC.
RAMSAY YOUTH SERVICES OF FLORIDA,
INC.
By:_____________________________
Xxxxx X. Xxxx
Vice President of each of
the foregoing Guarantors
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