Exhibit 10.165
EXECUTION VERSION
TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Tenth Amendment to Loan and Security Agreement (this "TENTH
AMENDMENT") is entered into as of the 13th day of March 2003, but effective as
of December 31, 2002 between RAMSAY YOUTH SERVICES, INC., a Delaware
corporation, f/k/a RAMSAY HEALTH CARE, INC. ("HOLDINGS"), with its principal
place of business at Columbus Center, Xxx Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxx
Xxxxxx, Xxxxxxx 00000, each of the Subsidiaries of Holdings party to this Tenth
Amendment and listed in EXHIBIT B to the Loan and Security Agreement (the
"HOLDINGS SUBSIDIARIES"), each of which is a corporation or other legal entity
as indicated in EXHIBIT B, is organized under the laws of the jurisdiction
indicated in EXHIBIT B, and has its principal place of business at the location
indicated in EXHIBIT B (Holdings, the Holdings Subsidiaries, and each other
Subsidiary of Holdings or of any Subsidiary of Holdings from time to time party
to the Loan and Security Agreement referred to below are hereinafter
collectively referred to as "BORROWERS" and each individually as a "BORROWER"),
and FLEET CAPITAL CORPORATION, a Rhode Island corporation (in its individual
capacity, "FCC"), with offices at 0000 Xxxxxx Xxxx, Xxxxx 000, Xxxxxx, Xxxxx
00000, as a Lender, and as agent for all Lenders, in such capacity, "AGENT"),
and such Persons who are or hereafter become parties to the Loan and Security
Agreement as a Lender. Capitalized terms used but not defined in this Tenth
Amendment have the meanings assigned to them in Appendix A of that certain Loan
and Security Agreement dated October 30, 1998, among Borrowers, Lenders and
Agent, as amended (the "LOAN AND SECURITY AGREEMENT").
W I T N E S S E T H:
WHEREAS, the Borrowers have requested that Agent and Lenders amend the
Loan and Security Agreement in certain respects; and
WHEREAS, subject to the terms and conditions herein contained, Agent
and Lenders have agreed to the Borrowers' request and hereby amend the Loan and
Security Agreement as set forth in this Tenth Amendment.
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and confessed,
Borrowers, Agent and Lenders hereby agree as follows:
SECTION 1. Subject to the satisfaction or waiver in writing of each condition
precedent set forth in SECTION 2 hereof and in reliance on the representations,
warranties, covenants and agreements contained in this Tenth Amendment, the Loan
and Security Agreement shall be amended in the manner provided in this
SECTION 1:
1.1 AMENDMENT TO AUDIT AND APPRAISAL FEES. SECTION 2.5 of the Loan and
Security Agreement shall be and is hereby amended in its entirety to read as
follows:
2.5 AUDIT AND APPRAISAL FEES. BORROWER SHALL PAY TO AGENT ITS
STANDARD AUDIT FEES (CURRENTLY $850 PER DIEM PER AUDITOR) AND ANY
REASONABLE OUT-OF-POCKET EXPENSES INCURRED IN CONNECTION WITH AUDITS OF
BORROWER'S BOOKS AND RECORDS AND SUCH OTHER MATTERS AS AGENT SHALL DEEM
APPROPRIATE, PLUS BORROWER SHALL PAY TO AGENT ALL REASONABLE
OUT-OF-POCKET EXPENSES AND APPRAISAL FEES INCURRED BY AGENT IN
CONNECTION WITH APPRAISALS OF THE COLLATERAL AND SUCH OTHER PROPERTY OF
BORROWERS AND THEIR SUBSIDIARIES AS AGENT SHALL DEEM APPROPRIATE.
1.2 AMENDMENT TO EXCESS CASH FLOW RECAPTURE. SUBSECTION 3.3.2 of the
Loan and Security Agreement is hereby deleted in its entirety.
1.3 AMENDMENT TO TERM OF AGREEMENT. SECTION 4.1 of the Loan and
Security Agreement shall be and is hereby amended in its entirety to read as
follows:
4.1 TERM OF AGREEMENT. SUBJECT TO AGENT'S AND LENDERS' RIGHT
TO CEASE MAKING LOANS TO BORROWER AFTER THE OCCURRENCE, AND DURING THE
CONTINUATION, OF ANY DEFAULT OR EVENT OF DEFAULT, THIS AGREEMENT SHALL
BE IN EFFECT THROUGH AND INCLUDING OCTOBER 29, 2004.
1.4 TOTAL INDEBTEDNESS. SUBSECTION 8.2.3 of the Loan and Security
Agreement is hereby amended by deleting the word "and" at the end of clause
(xi), inserting the following as a new clause (xii), changing existing clause
(xii) to clause (xiii) and amending and restating such clause to read in its
entirety as follows:
(XII) INDEBTEDNESS WITH RESPECT TO INTEREST RATE AGREEMENTS
PERMITTED UNDER SUBSECTION 8.2.15; AND
(XIII) INDEBTEDNESS NOT INCLUDED IN PARAGRAPHS (I) THROUGH
(XII) ABOVE WHICH BY ITS TERMS IS UNSECURED AND DOES NOT EXCEED AT ANY
TIME, IN THE AGGREGATE, THE SUM OF FIVE HUNDRED THOUSAND DOLLARS
($500,000).
1.5 CAPITAL EXPENDITURES. SUBSECTION 8.2.9 of the Loan and Security
Agreement shall be and is hereby amended in its entirety to read as follows:
8.2.9 CAPITAL EXPENDITURES. MAKE CAPITAL EXPENDITURES
(INCLUDING, BY WAY OF CAPITALIZED LEASE OBLIGATIONS) WHICH, IN THE
AGGREGATE, AS TO HOLDINGS AND ITS SUBSIDIARIES, ON A CONSOLIDATED
BASIS, EXCEED $4,000,000 DURING ANY CALENDAR YEAR ENDING ON OR AFTER
DECEMBER 31, 2003.
1.6 AMENDED DEFINITION. APPENDIX A of the Loan and Security Agreement
shall be and is hereby amended by amending the definitions of "Commitment
Termination Date" and "Obligations" to read in their entirety as follows:
COMMITMENT TERMINATION DATE - THE EARLIEST OF (I) OCTOBER 29,
2004, (II) THE DATE OF TERMINATION OF THE COMMITMENT TO MAKE FURTHER
REVOLVING CREDIT LOANS PURSUANT TO SECTION 4.2, AND (III) THE DATE OF
TERMINATION OF THE COMMITMENT TO MAKE FURTHER REVOLVING CREDIT LOANS
PURSUANT TO SECTION 10.2.
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OBLIGATIONS - ALL LOANS AND ALL OTHER ADVANCES, DEBTS,
LIABILITIES, OBLIGATIONS, COVENANTS AND DUTIES INCLUDING, WITHOUT
LIMITATION, ALL REIMBURSEMENT OBLIGATIONS TO BANK, AGENT AND LENDERS
WITH RESPECT TO LETTERS OF CREDIT AND LC GUARANTIES AND ALL OTHER
OBLIGATIONS OF THE LOAN PARTIES TO AGENT, LENDER, THE BANK AND ANY
AFFILIATE OF LENDER (INCLUDING OBLIGATIONS WITH RESPECT TO INTEREST
RATE AGREEMENTS), TOGETHER WITH ALL INTEREST, FEES AND OTHER CHARGES
THEREON, OWING, ARISING, DUE OR PAYABLE FROM THE BORROWERS TO AGENT
AND/OR LENDERS OF ANY KIND OR NATURE, PRESENT OR FUTURE, WHETHER OR NOT
EVIDENCED BY ANY NOTE, GUARANTY OR OTHER INSTRUMENT, WHETHER ARISING
UNDER THE AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR OTHERWISE
WHETHER DIRECT OR INDIRECT (INCLUDING THOSE ACQUIRED BY ASSIGNMENT),
ABSOLUTE OR CONTINGENT, PRIMARY OR SECONDARY, DUE OR TO BECOME DUE, NOW
EXISTING OR HEREAFTER ARISING AND HOWEVER ACQUIRED.
1.7 ADDITIONAL DEFINITIONS. APPENDIX A of the Loan and Security
Agreement shall be and is hereby amended by adding the following definitions to
such Appendix:
INTEREST RATE AGREEMENT - ANY INTEREST RATE SWAP AGREEMENT,
INTEREST RATE CAP AGREEMENT, INTEREST RATE COLLAR AGREEMENT, INTEREST
RATE HEDGING AGREEMENT OR OTHER SIMILAR AGREEMENT OR ARRANGEMENT, EACH
OF WHICH IS FOR THE PURPOSE OF HEDGING THE INTEREST RATE EXPOSURE
ASSOCIATED WITH BORROWERS AND THEIR SUBSIDIARIES' OPERATIONS AND NOT
FOR SPECULATIVE PURPOSES.
TENTH AMENDMENT - THAT CERTAIN TENTH AMENDMENT TO LOAN AND
SECURITY AGREEMENT DATED AS OF MARCH 13, 2003 BUT EFFECTIVE AS OF
DECEMBER 31, 2002 AMONG BORROWERS, AGENT AND LENDERS.
TENTH AMENDMENT EFFECTIVE DATE - DECEMBER 31, 2002; PROVIDED,
THE TENTH AMENDMENT BECOMES EFFECTIVE PURSUANT TO SECTION 2 OF THE
TENTH AMENDMENT
1.8 DELETED DEFINITION. APPENDIX A of the Loan and Security Agreement
shall be and is hereby amended by deleting the definition of Excess Cash Flow
from such Appendix.
1.9 AMENDMENT TO EXHIBITS. Exhibits X-0, X-0, B and L to the Loan and
Security Agreement shall be and are hereby amended in their entirety by
substituting Exhibits X-0, X-0, B and L attached hereto for such Exhibits.
1.10 REPLACEMENT OF TERM NOTE AND ACQUISITION NOTE. On the date hereof,
the Borrowers shall execute and deliver to Lender a replacement Term Note and a
replacement Acquisition Note in the forms attached hereto as Exhibit A-1 and
A-2, respectively, dated as of the date hereof, against the delivery by Lender
to Borrowers of the originals of the Term Note and Acquisition Note in effect
immediately prior to the date hereof marked "Replaced". Upon delivery, the Term
Note and the Acquisition Note dated the date hereof shall be the "Term Note" and
the "Acquisition Note", respectively, referred to in the Loan and Security
Agreement and the other Loan Documents.
SECTION 2. CONDITIONS PRECEDENT TO EFFECTIVENESS OF AMENDMENTS. The
amendments to the Loan Agreement contained in SECTION 1 of this Tenth Amendment
shall be effective only upon the satisfaction of each of the conditions set
forth in this SECTION 2. If each
Page 3
condition set forth in this SECTION 2 has not been satisfied by March 20, 2003,
this Tenth Amendment and all obligations of Lenders contained herein shall, at
the option of Lenders, terminate.
2.1 DOCUMENTATION. Agent and Lenders shall have received, in form and
substance acceptable to Agent and Lenders and their counsel, a duly executed
copy of this Tenth Amendment, executed originals of the replacement Term Note
and Acquisition Note referred to in Section 1.9 hereof and any other documents,
instruments and certificates as Agent and Lenders and their counsel shall
require in connection therewith prior to the date hereof, all in form and
substance satisfactory to Agent and Lenders and their counsel.
2.2 CORPORATE EXISTENCE AND AUTHORITY. Agent and Lenders shall have
received such resolutions, certificates and other documents as Agent and Lenders
shall request relative to the authorization, execution and delivery by each Loan
Party of this Tenth Amendment, including, but not limited to the following:
1. Company General Certificate for each Loan Party;
2. Copy of Resolutions of each Loan Party, authorizing
the execution of the Tenth Amendment and any other
documents required by Section 3.1 hereof; and
3. Good Standing Certificates for each Loan Party from
its state of incorporation.
2.3 NO DEFAULT. No Default or Event of Default shall exist.
2.4 NO LITIGATION. No action, proceeding, investigation, regulation or
legislation shall have been instituted, threatened or proposed before any court,
governmental agency or legislative body to enjoin, restrain or prohibit, or to
obtain damages in respect of, or which is related to or arises out of this Tenth
Amendment, the Loan and Security Agreement or the consummation of the
transactions contemplated hereby.
2.5 FEE. Borrowers shall have paid to Agent an extension fee of
$30,000.
SECTION 3. REPRESENTATIONS AND WARRANTIES OF BORROWERS. To induce Agent
and Lenders to enter into this Tenth Amendment, each Loan Party hereby
represents and warrants to Agent and Lenders as follows:
3.1 REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES. Each
representation and warranty of any Loan Party contained in the Loan and Security
Agreement and the other Loan Documents, as amended hereby, is true and correct
on the date hereof and will be true and correct after giving effect to the
amendments set forth in SECTION 1 hereof.
3.2 NO OUTSTANDING JUNIOR SUBORDINATED DEBT OR PREFERRED STOCK. As of
the date hereof, there is no outstanding Indebtedness with respect to the Junior
Subordinated Debt Documents and no Preferred Stock is outstanding.
Page 4
3.3 CORPORATE AUTHORITY; NO CONFLICTS. The execution, delivery and
performance by each Borrower of this Tenth Amendment and all documents,
instruments and agreements contemplated herein are within each Borrower's
respective corporate powers, have been duly authorized by necessary action,
require no action by or in respect of, or filing with, any court or agency of
government and do not violate or constitute a default under any provision of
applicable Law or any material agreement binding upon any Loan Party or result
in the creation or imposition of any Lien upon any of the assets of any Loan
Party except as permitted in the Loan and Security Agreement, as amended hereby.
3.4 ENFORCEABILITY. This Tenth Amendment constitutes the valid and
binding obligation of each of the Borrowers enforceable in accordance with its
terms, except as (i) the enforceability thereof may be limited by bankruptcy,
insolvency or similar laws affecting creditors' rights generally, and (ii) the
availability of equitable remedies may be limited by equitable principles of
general application.
3.5 NO DEFENSES. No Loan Party has any defenses to payment,
counterclaims or rights of set off with respect to the Obligations.
SECTION 4. MISCELLANEOUS.
4.1 REAFFIRMATION OF LOAN DOCUMENTS; EXTENSION OF LIENS; MORTGAGE
AMENDMENTS. Any and all of the terms and provisions of the Loan and Security
Agreement and the Loan Documents shall, except as amended and modified hereby,
remain in full force and effect. Borrowers hereby extend the Liens securing the
Obligations until the Obligations have been paid in full, and agree that the
amendments and modifications herein contained shall in no manner affect or
impair the Obligations or the Liens securing the payment and performance
thereof. Within thirty (30) days of the Tenth Amendment Effective Date,
Borrowers shall and shall cause each of their Subsidiaries to execute and
deliver to Agent amendments of each Mortgage securing the Obligations evidencing
the extension of the Term of the Loan and Security Agreement and such other
matters as Agent shall deem appropriate.
4.2 PARTIES IN INTEREST. All of the terms and provisions of this Tenth
Amendment shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns.
4.3 LEGAL EXPENSES. The Borrowers hereby agree to pay promptly
following receipt of an invoice detailing all reasonable fees and expenses of
counsel to Agent and Lenders incurred by Agent or any Lender, in connection with
the preparation, negotiation and execution of this Tenth Amendment and all
related documents.
4.4 COMPLETE AGREEMENT. THIS TENTH AMENDMENT, THE LOAN AND SECURITY
AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN
THE PARTIES.
Page 5
4.5 HEADINGS. The headings, captions and arrangements used in this
Tenth Amendment are, unless specified otherwise, for convenience only and shall
not be deemed to limit, amplify or modify the terms of this Tenth Amendment, nor
affect the meaning thereof.
(SIGNATURE PAGES FOLLOW)
TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT - SIGNATURE PAGE
DALLAS 1248562
IN WITNESS WHEREOF, the parties hereto have caused this Tenth Amendment
to be duly executed by their respective authorized officers on the date and year
first above written.
BORROWERS:
RAMSAY YOUTH SERVICES, INC.
By: /s/Xxxxx Xxxx
---------------------------------
Name: Xxxxx Xxxx
Title: Vice President
BOUNTIFUL PSYCHIATRIC HOSPITAL, INC.
EAST CAROLINA PSYCHIATRIC SERVICES CORPORATION
GREAT PLAINS HOSPITAL, INC.
GULF COAST TREATMENT CENTER, INC.
HAVENWYCK HOSPITAL, INC.
H. C. CORPORATION
HSA HILL CREST CORPORATION
HSA OF OKLAHOMA, INC.
MICHIGAN PSYCHIATRIC SERVICES, INC.
RAMSAY TREATMENT SERVICES, INC.
f/k/a RAMSAY EDUCATIONAL SERVICES, INC.
RAMSAY MANAGED CARE, INC.
RAMSAY YOUTH SERVICES OF ALABAMA, INC.
RAMSAY YOUTH SERVICES OF FLORIDA, INC.
RAMSAY YOUTH SERVICES OF SOUTH CAROLINA, INC.
RHCI SAN ANTONIO, INC.
TRANSITIONAL CARE VENTURES, INC.
TRANSITIONAL CARE VENTURES (TEXAS), INC.
By: /s/Xxxxx Xxxx
---------------------------------
Name: Xxxxx Xxxx
Title: Vice President
H. C. PARTNERSHIP
By: H.C. CORPORATION, General Partner
By: HSA HILL CREST CORPORATION, General Partner
By: /s/Xxxxx Xxxx
---------------------------------
Name: Xxxxx Xxxx
Title: Vice President
Page 6
AGENT AND LENDERS:
FLEET CAPITAL CORPORATION
("Agent" and a "Lender")
By: /s/Xxxxxx X. Xxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
Page 7
CONSENT AND REAFFIRMATION
The undersigned (each a "GUARANTOR") hereby (i) acknowledges receipt of a
copy of the foregoing Tenth Amendment to Loan and Security Agreement (the "TENTH
AMENDMENT"); (ii) consents to Borrowers' execution and delivery thereof; (iii)
agrees to be bound thereby; and (iv) affirms that nothing contained therein
shall modify in any respect whatsoever its guaranty of the obligations of the
Borrowers to Lenders pursuant to the terms of its Guaranty in favor of Agent and
the Lenders (the "GUARANTY") and reaffirms that the Guaranty is and shall
continue to remain in full force and effect. Although Guarantor has been
informed of the matters set forth herein and has acknowledged and agreed to
same, Guarantor understands that the Lenders have no obligation to inform
Guarantor of such matters in the future or to seek Guarantor's acknowledgment or
agreement to future amendments or waivers, and nothing herein shall create such
duty.
IN WITNESS WHEREOF, the undersigned has executed this Consent and
Reaffirmation on and as of the date of the Tenth Amendment.
GUARANTOR:
RAMSAY YOUTH SERVICES OF GEORGIA, INC.
By: /s/Xxxxx Xxxx
---------------------------------
Name: Xxxxx Xxxx
Title: Vice President
RAMSAY YOUTH SERVICES PUERTO RICO, INC.
By: /s/Xxxxx Xxxx
---------------------------------
Name: Xxxxx Xxxx
Title: Vice President
Page 7
TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT - EXHIBITS
EXHIBIT A-1
SECURED PROMISSORY NOTE
(Term Note)
$_____________ Dated as of March [__], 2003 to be
effective as of December 31, 0000
Xxxxxx, Xxxxx
FOR VALUE RECEIVED, each of the undersigned, jointly and severally,
(hereinafter collectively referred to as "Borrower", and each individually, a
"Borrower"), hereby promises to pay to the order of Fleet Capital Corporation, a
Rhode Island corporation (hereinafter "Lender"), or its registered assigns at
the office of Fleet Capital Corporation, as agent for such Lender, or at such
other place in the United States of America as the holder of this Note may
designate from time to time in writing, in lawful money of the United States, in
immediately available funds, at the time of payment, the principal sum of
_________________Dollars ($________), together with interest from and after the
date hereof on the unpaid principal balance outstanding from time to time.
This Secured Promissory Note (the "Note") is one of the Term Notes
referred to in, and is issued pursuant to, that certain Loan and Security
Agreement dated as of October 30, 1998, by and among Borrowers, the Lender
signatories thereto (including Lender) and Fleet Capital Corporation ("FCC") as
Agent for said Lender (FCC in such capacity, "Agent") (hereinafter, as amended
from time to time, the "Loan Agreement"), and is entitled to all of the benefits
and security of the Loan Agreement. All of the terms, covenants and conditions
of the Loan Agreement and the Security Documents are hereby made a part of this
Note and are deemed incorporated herein in full. All capitalized terms used
herein, unless otherwise specifically defined in this Note, shall have the
meanings ascribed to them in the Loan Agreement.
For so long as no Event of Default shall have occurred and be
continuing the principal amount and accrued interest of this Note shall be due
and payable on the dates and in the manner hereinafter set forth:
(a) Interest on the unpaid principal balance outstanding from time to
time shall be paid at such interest rates and at such times as are
specified in the Loan Agreement;
(b) Principal shall be due and payable monthly commencing on April 1,
2003, and continuing on the first day of each month thereafter through
and including August 1, 2004, in installments of $302,083:
(c) The entire remaining principal amount then outstanding, together
with any and all other amounts due hereunder, shall be due and payable on
the earlier of September 1, 2004 and the Commitment Termination Date.
Notwithstanding the foregoing, the entire unpaid principal balance and accrued
interest on this Note shall be due and payable immediately upon any termination
of the Loan Agreement
Page 8
pursuant to Section 4 thereof.
This Note shall be subject to mandatory prepayment in accordance with
the provision of Section 3.3 of the Loan Agreement. Borrowers may also prepay
this Note in the manner provided in Section 4 of the Loan Agreement.
Upon the occurrence, and during the continuation, of an Event of
Default, this Note shall or may, as provided in the Loan Agreement, become or be
declared immediately due and payable.
The right to receive principal of, and stated interest on, this Note
may only be transferred in accordance with the provisions of the Loan Agreement.
Demand, presentment, protest and notice of nonpayment and protest are
hereby waived by each Borrower.
This Note amends, modifies, and restates, but does not extinguish, the
indebtedness evidenced by that certain Secured Promissory Note (Term Note) of
Borrower dated February 25, 2002 payable to the order of Lender in the original
principal amount of $9,154,682.00, which promissory note amended, modified and
restated that certain Secured Promissory Note (Term Note) of Borrowers dated
February 12, 2002, payable to the order of Lender in the original principal
amount of $7,654,682.00 which promissory note amended, modified and restated (1)
that certain Secured Promissory Note (Term Note) of Borrowers dated August 4,
2000, payable to the order of Lender in the original principal amount of
$10,068,013.12 which promissory note amended, modified and restated that certain
Secured Promissory Note (Term Note) of Borrowers dated January 25, 2000, payable
to the order of Lender in the original principal amount of $6,058,503.00 and (2)
that certain Secured Promissory Note (Term Note) of Borrowers dated January 25,
2000, payable to the order of Suntrust Bank in the original principal amount of
$1,190,000.00 which promissory notes amended, modified and restated that certain
Secured Promissory Note (Term Note) of Borrowers dated October 30, 1998, payable
to the order of Lender in the original principal amount of $8,000,000.00.
This Note shall be governed by, and construed and enforced in accordance
with, the laws of the State of Texas.
Page 9
RAMSAY YOUTH SERVICES, INC.
By:
---------------------------------
Name: Xxxxx Xxxx
Title: Vice President
BOUNTIFUL PSYCHIATRIC HOSPITAL, INC.
EAST CAROLINA PSYCHIATRIC SERVICES CORPORATION
GREAT PLAINS HOSPITAL, INC.
GULF COAST TREATMENT CENTER, INC.
HAVENWYCK HOSPITAL, INC.
H. C. CORPORATION
HSA HILL CREST CORPORATION
HSA OF OKLAHOMA, INC.
MICHIGAN PSYCHIATRIC SERVICES, INC.
RAMSAY TREATMENT SERVICES, INC. f/k/a RAMSAY EDUCATIONAL SERVICES, INC.
RAMSAY MANAGED CARE, INC.
RAMSAY YOUTH SERVICES OF ALABAMA, INC.
RAMSAY YOUTH SERVICES OF FLORIDA, INC.
RAMSAY YOUTH SERVICES OF SOUTH CAROLINA, INC.
RHCI SAN ANTONIO, INC.
TRANSITIONAL CARE VENTURES, INC.
TRANSITIONAL CARE VENTURES (TEXAS), INC.
By:
---------------------------------
Name: Xxxxx Xxxx
Title: Vice President
H. C. PARTNERSHIP
By: H.C. CORPORATION, General Partner
By: HSA HILL CREST CORPORATION, General Partner
By:
---------------------------------
Name: Xxxxx Xxxx
Title: Vice President
Page 10
TENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT - EXHIBITS
EXHIBIT A-2
SECURED PROMISSORY NOTE
(Acquisition Note)
$_____________ Dated as of March [__], 2003 to be
effective as of December 31, 0000
Xxxxxx, Xxxxx
FOR VALUE RECEIVED, each of the undersigned, jointly and severally,
(hereinafter collectively referred to as "BORROWERS", and each individually, a
"BORROWER"), hereby promise (as hereinafter defined) with respect to the
Acquisition Loan to pay to the order of Fleet Capital, a Rhode Island
corporation (hereinafter "Lender"), or its registered assigns at the office of
Fleet Capital Corporation, as agent for such Lender, or at such other place in
the United States of America as the holder of this Note may designate from time
to time in writing, in lawful money of the United States, in immediately
available funds, at the time of payment, the principal sum of
_________________________ Dollars ($ ), or such lesser principal amount as may
be outstanding pursuant to the Loan Agreement together with interest from and
after the date hereof on the unpaid principal balance outstanding from time to
time.
This Secured Promissory Note (the "Note") is one of the Acquisition
Notes referred to in, and is issued pursuant to, that certain Loan and Security
Agreement dated as of October 30, 1998 by and among Borrowers, the lenders
signatories thereto (including Lender) and Fleet Capital Corporation ("FCC") as
Agent for said lenders (FCC in such capacity "Agent") (as amended from time to
time, the "Loan Agreement"), and is entitled to all of the benefits and security
of the Loan Agreement. All of the terms, covenants and conditions of the Loan
Agreement and the Security Documents are hereby made a part of this Note and are
deemed incorporated herein in full. All capitalized terms used herein, unless
otherwise specifically defined in this Note, shall have the meanings ascribed to
them in the Loan Agreement.
For so long as no Event of Default shall have occurred and be
continuing the principal amount and accrued interest of this Note shall be due
and payable on the dates and in the manner hereinafter set forth:
(a) Interest on the unpaid principal balance outstanding from
time to time shall be paid at such interest rates and at such times as
are specified in the Loan Agreement;
(b) Principal shall be due and payable monthly commencing
April 1, 2003, and continuing on the first day of each month thereafter
through and including October 1, 2003, in installments of $26,061.65;
and
(c) The entire remaining principal amount then outstanding,
together with any and all other amounts due hereunder, shall be due and
payable on the earlier of November 1, 2004 and the Commitment
Termination Date.
Page 11
In addition to the foregoing, immediately upon the receipt by any
Borrower or any of their Subsidiaries of the amount necessary to constitute the
Liquidity Event and provided that no Suspension Event shall have occurred and be
continuing and all Contingent Liabilities have been settled and satisfied,
Borrower shall prepay this Acquisition Note in an amount equal to the aggregate
amount of all Bridge Loan Advances made to Borrowers plus all accrued but unpaid
interest on the Bridge Loan Advances as of the date of such prepayment. All such
prepayments shall first be applied to the accrued but unpaid interest on the
Bridge Loan Advances and then in payment of the outstanding principal balance of
the Bridge Loan Advances in the inverse order of maturity.
Notwithstanding the foregoing, the entire unpaid principal balance of
and accrued interest on this Note shall be due and payable immediately upon any
termination of the Loan Agreement pursuant to Section 4 thereof.
This Note shall be subject to mandatory prepayment in accordance with
the provisions of Section 3.3 of the Loan Agreement. Borrowers may also prepay
this Note in the manner provided in Section 4 of the Loan Agreement.
Upon the occurrence, and during the continuation, of an Event of
Default, this Note shall or may, as provided in the Loan Agreement, and become
or be declared immediately due and payable.
The right to receive principal of, and stated interest on, this Note
may only be transferred in accordance with the provisions of the Loan Agreement.
Demand, presentment, protest and notice of nonpayment and protest are
hereby waived by each Borrower.
This Note amends, modifies and restates, but does not extinguish the
indebtedness evidenced by that certain Secured Promissory Note (Acquisition
Note) of Borrowers dated November 17, 1999, payable to the order of Lender in
the original principal amount of $6,000,000.00, which promissory note amended,
modified and restated that certain Secured Promissory Note (Acquisition Note) of
Borrowers dated October 30, 1998, payable to the order of Lender in the original
principal amount of $6,000,000.00.
Page 12
This Note shall be governed by, and construed and enforced in accordance with,
the laws of the State of Texas.
RAMSAY YOUTH SERVICES, INC.
By:
---------------------------------
Name: Xxxxx Xxxx
Title: Vice President
BOUNTIFUL PSYCHIATRIC HOSPITAL, INC.
EAST CAROLINA PSYCHIATRIC SERVICES CORPORATION
GREAT PLAINS HOSPITAL, INC.
GULF COAST TREATMENT CENTER, INC.
HAVENWYCK HOSPITAL, INC.
H. C. CORPORATION
HSA HILL CREST CORPORATION
HSA OF OKLAHOMA, INC.
MICHIGAN PSYCHIATRIC SERVICES, INC.
RAMSAY TREATMENT SERVICES, INC. f/k/a
RAMSAY EDUCATIONAL SERVICES, INC.
RAMSAY MANAGED CARE, INC.
RAMSAY YOUTH SERVICES OF ALABAMA, INC.
RAMSAY YOUTH SERVICES OF FLORIDA, INC.
RAMSAY YOUTH SERVICES OF SOUTH CAROLINA, INC.
RHCI SAN ANTONIO, INC.
TRANSITIONAL CARE VENTURES, INC.
TRANSITIONAL CARE VENTURES (TEXAS), INC.
By:
---------------------------------
Name: Xxxxx Xxxx
Title: Vice President
H.C. PARTNERSHIP
By: H.C. CORPORATION, General Partner
By: HSA HILL CREST CORPORATION, General Partner
By:
---------------------------------
Name: Xxxxx Xxxx
Title: Vice President
Page 13
EXHIBIT B
BORROWERS AND EACH SUBSIDIARY'S BUSINESS LOCATIONS
1. RAMSAY YOUTH SERVICES, INC., A DELAWARE CORPORATION
TRADE NAMES AND LOCATIONS OF FACILITIES
Ramsay Youth Services, Inc.
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
PRINCIPAL PLACE OF BUSINESS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
CHIEF EXECUTIVE OFFICE
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
LOCATIONS OF COLLATERAL AND RECORDS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
2. BOUNTIFUL PSYCHIATRIC HOSPITAL, INC., A UTAH CORPORATION
TRADE NAMES AND LOCATIONS OF FACILITIES
Bountiful Psychiatric Hospital, Inc.
Benchmark Behavioral Health System North
Benchmark Behavioral Health System South
Benchmark Regional Hospital
000 Xxxx 0000 Xxxxx
Xxxxx Xxxxx, Xxxx 00000
Briarwood Group Home - Reno
000 Xxxxxxx Xxx
Xxxxxx, Xxxxxx 00000
Briarwood Group Home - Las Vegas
0000 Xxxxx Xxxxx Xxxx
Xxx Xxxxx, Xxxxxx 00000
Benchmark Pearl City
0000 Xxxxxxx Xxxx Xxxx
Xxxxx Xxxx, Xxxxxx 00000
Benchmark Briarwood Group Home - South
000 Xxxxxxx Xxx, Xxxx. 0X
Xxxxxx, Xxxxxx 00000
Page 14
Benchmark Behavioral Health Outpatient
00-000 Xxxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxx 00000
PRINCIPAL PLACE OF BUSINESS
592 West 0000 Xxxxx
Xxxxx Xxxxx, Xxxx 00000
CHIEF EXECUTIVE OFFICE
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
LOCATIONS OF COLLATERAL AND RECORDS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
000 Xxxx 0000 Xxxxx
Xxxxx Xxxxx, Xxxx 00000
000 Xxxxxxx Xxx
Xxxxxx, Xxxxxx 00000
0000 Xxxxx Xxxxx Xxxx
Xxx Xxxxx, Xxxxxx 00000
0000 Xxxxxxx Xxxx Xxxx
Xxxxx Xxxx, Xxxxxx 00000
000 Xxxxxxx Xxx, Xxxx. 0X
Xxxxxx, Xxxxxx 00000
3. EAST CAROLINA PSYCHIATRIC SERVICES CORPORATION, A NORTH CAROLINA
CORPORATION
TRADE NAMES AND LOCATIONS OF FACILITIES
East Carolina Psychiatric Services Corporation
Xxxxx Xxxx Behavioral Healthcare System
Xxxxx Xxxx Hospital
000 Xxxxxxx Xxxxx
Xxxxxxxxxxxx, Xxxxx Xxxxxxxx 00000
PRINCIPAL PLACE OF BUSINESS
000 Xxxxxxx Xxxxx
Xxxxxxxxxxxx, Xxxxx Xxxxxxxx 00000
CHIEF EXECUTIVE OFFICE
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
LOCATIONS OF COLLATERAL AND RECORDS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
Page 15
000 Xxxxxxx Xxxxx
Xxxxxxxxxxxx, Xxxxx Xxxxxxxx 00000
4. GREAT PLAINS HOSPITAL, INC., A MISSOURI CORPORATION
TRADE NAMES AND LOCATIONS OF FACILITIES
Great Plains Hospital, Inc.
Heartland Behavioral Health Services
Heartland Hospital
0000 X. Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
PRINCIPAL PLACE OF BUSINESS
0000 X. Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
CHIEF EXECUTIVE OFFICE
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
LOCATIONS OF COLLATERAL AND RECORDS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
0000 X. Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
5. GULF COAST TREATMENT CENTER, INC., A FLORIDA CORPORATION
TRADE NAMES AND LOCATIONS OF FACILITIES
Gulf Coast Treatment Center, Inc.
Gulf Coast Treatment Center
0000 Xxx Xxxx Xxxxx
Xxxx Xxxxxx Xxxxx, Xxxxxxx 00000
Okaloosa Youth Academy
000 Xxxxxxxx Xxxx Xxxx
Xxxxxxxxx, Xxxxxxx 00000
Xxxxxx Girls Residential Facility
0000 Xxxx Xxxxxx Xxxx
Xxxxxx, Xxxxxxx 00000
Adolescent Substance Abuse Program
1015 Mar Xxxx Drive, Xxxx. 000
Xxxx Xxxxxx Xxxxx, Xxxxxxx 00000
PRINCIPAL PLACE OF BUSINESS
0000 Xxx Xxxx Xxxxx
Xxxx Xxxxxx Xxxxx, Xxxxxxx 00000
Page 16
CHIEF EXECUTIVE OFFICE
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
LOCATIONS OF COLLATERAL AND RECORDS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
0000 Xxx Xxxx Xxxxx
Xxxx Xxxxxx Xxxxx, Xxxxxxx 00000
000 Xxxxxxxx Xxxx Xxxx
Xxxxxxxxx, Xxxxxxx 00000
0000 Xxxx Xxxxxx Xxxx
Xxxxxx, Xxxxxxx 00000
6. HAVENWYCK HOSPITAL, INC., A MICHIGAN CORPORATION
TRADE NAMES AND LOCATIONS OF FACILITIES
Havenwyck Hospital, Inc.
Havenwyck Hospital
0000 Xxxxxxxxxx Xxxxx
Xxxxxx Xxxxx, Xxxxxxxx 00000
PRINCIPAL PLACE OF BUSINESS
0000 Xxxxxxxxxx Xxxxx
Xxxxxx Xxxxx, Xxxxxxxx 00000
CHIEF EXECUTIVE OFFICE
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
LOCATIONS OF COLLATERAL AND RECORDS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
0000 Xxxxxxxxxx Xxxxx
Xxxxxx Xxxxx, Xxxxxxxx 00000
7. H.C. CORPORATION, AN ALABAMA CORPORATION
TRADE NAMES AND LOCATIONS OF FACILITIES
H.C. Corporation
Hill Crest Behavioral Health Services
Hill Crest Hospital
0000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Page 00
XXXXXXXXX XXXXX XX XXXXXXXX
0000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
CHIEF EXECUTIVE OFFICE
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
LOCATIONS OF COLLATERAL AND RECORDS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
0000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
8. H.C. PARTNERSHIP, AN ALABAMA GENERAL PARTNERSHIP
TRADE NAMES AND LOCATIONS OF FACILITIES
H.C. Partnership
Hill Crest Behavioral Health Services
Hill Crest Hospital
0000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Bessemer I Group Home
000 X. 00 Xxxxxx
Xxxxxxxx, Xxxxxxx 00000
Piedmont Adolescent Living Services
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxx 00000
Bessemer II Group Home
0000 0xx Xxxxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
PRINCIPAL PLACE OF BUSINESS
0000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
CHIEF EXECUTIVE OFFICE
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
LOCATIONS OF COLLATERAL AND RECORDS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
0000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Page 18
000 X. 00 Xxxxxx
Xxxxxxxx, Xxxxxxx 00000
000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxx 00000
0000 0xx Xxxxxx Xxxxx
Xxxxxxxx, Xxxxxxx 00000
9. HSA HILL CREST CORPORATION, AN ALABAMA CORPORATION
TRADE NAMES AND LOCATIONS OF FACILITIES
HSA Hill Crest Corporation
Hill Crest Behavioral Health Services
Hill Crest Hospital
0000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
Xxxxxx Xxxx Group Home
0000 0xx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
PRINCIPAL PLACE OF BUSINESS
0000 Xxxxx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
CHIEF EXECUTIVE OFFICE
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
LOCATIONS OF COLLATERAL AND RECORDS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
0000 0xx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
10. HSA OF OKLAHOMA, INC., AN OKLAHOMA CORPORATION
TRADE NAMES AND LOCATIONS OF FACILITIES
HSA of Oklahoma, Inc.
Meadowlake Hospital
Meadowlake Behavioral Health System
0000 Xxxxx Xxx Xxxxx
Xxxx, Xxxxxxxx 00000
PRINCIPAL PLACE OF BUSINESS
0000 Xxxxx Xxx Xxxxx
Xxxx, Xxxxxxxx 00000
Page 19
CHIEF EXECUTIVE OFFICE
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
LOCATIONS OF COLLATERAL AND RECORDS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
0000 Xxxxx Xxx Xxxxx
Xxxx, Xxxxxxxx 00000
11. MICHIGAN PSYCHIATRIC SERVICES, INC., A MICHIGAN CORPORATION
TRADE NAMES AND LOCATIONS OF FACILITIES
Michigan Psychiatric Services, Inc.
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
PRINCIPAL PLACE OF BUSINESS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
CHIEF EXECUTIVE OFFICE
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
LOCATIONS OF COLLATERAL AND RECORDS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
12. RAMSAY TREATMENT SERVICES, INC., A DELAWARE CORPORATION F/K/A RAMSAY
EDUCATIONAL SERVICES
TRADE NAMES AND LOCATIONS OF FACILITIES
Ramsay Educational Services, Inc.
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
Riverdale Country School
0000 Xxxx Xxx Xxxx
Xxxx Xxx, Xxxxxxx 00000
CHIEF EXECUTIVE AND CORPORATE OFFICES
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
PRINCIPAL PLACE OF BUSINESS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
Page 20
0000 Xxxx Xxx Xxxx
Xxxx Xxx, Xxxxxxx 00000
LOCATIONS OF COLLATERAL AND RECORDS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
0000 Xxxx Xxx Xxxx
Xxxx Xxx, Xxxxxxx 00000
13. RAMSAY MANAGED CARE, INC., A DELAWARE CORPORATION
TRADE NAMES AND LOCATIONS OF FACILITIES
Ramsay Managed Care, Inc.
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
PRINCIPAL PLACE OF BUSINESS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
CHIEF EXECUTIVE OFFICE
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
LOCATIONS OF COLLATERAL AND RECORDS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
14. RAMSAY YOUTH SERVICES OF ALABAMA, INC., A DELAWARE CORPORATION
TRADE NAMES AND LOCATIONS OF FACILITIES
Ramsay Youth Services of Alabama, Inc.
Ramsay Youth Services - Dothan
Dothan Youth Services
000 Xxxxxxxxxx Xxxx
Xxxxxx, Xxxxxxx 00000
CHIEF EXECUTIVE AND CORPORATE OFFICES
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
PRINCIPAL PLACE OF BUSINESS
000 Xxxxxxxxxx Xxxx
Xxxxxx, Xxxxxxx 00000
LOCATIONS OF COLLATERAL AND RECORDS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
Page 21
000 Xxxxxxxxxx Xxxx
Xxxxxx, Xxxxxxx 00000
15. RAMSAY YOUTH SERVICES OF FLORIDA, INC., A DELAWARE CORPORATION
TRADE NAMES AND LOCATIONS OF FACILITIES
Ramsay Youth and Family Counseling Center
0000 Xxxx Xxx Xxxx, Xxxxxx 0 and 7
Xxxx Xxx, Xxxxxxx 00000
Everglades Youth Development Center
00000 XX 000 Xxxxxx
Xxxxxxx Xxxx, Xxxxxxx 00000
Florida Institute for Girls
0000 Xxxxxxxxxxx Xxxx
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Xxxxxxxx Center
0000 XX Xxxxxxx 00
Xxxxxxx, Xxxxxxx 00000
Manatee Palms Youth Services
0000 00 Xxxxxx Xxxx
Xxxxxxxxx, Xxxxxxx 00000
Manatee Adolescent Treatment Services
0000 00 Xxxxxx Xxxx
Xxxxxxxxx, Xxxxxxx 00000
Southern Glades Youth Camp
00000 XX 000 Xxxxxx
Xxxxxxx Xxxx, Xxxxxxx 00000
Florida Youth Center
00000 XX 000 Xxxxxx
Xxxxxxx Xxxx, Xxxxxxx 00000
CHIEF EXECUTIVE AND CORPORATE OFFICES
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
PRINCIPAL PLACE OF BUSINESS
1975 Palm Bay Road, Suites 6 and 7
Xxxx Xxx, Xxxxxxx 00000
00000 XX 000 Xxxxxx
Xxxxxxx Xxxx, Xxxxxxx 00000
0000 Xxxxxxxxxxx Xxxx
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
Page 22
00000 XX 000 Xxxxxx
Xxxxxxx Xxxx, Xxxxxxx 00000
0000 XX Xxxxxxx 00
Xxxxxxx, Xxxxxxx 00000
4480 00 Xxxxxx Xxxx
Xxxxxxxxx, Xxxxxxx 00000
1324 00 Xxxxxx Xxxx
Xxxxxxxxx, Xxxxxxx 00000
LOCATIONS OF COLLATERAL AND RECORDS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
0000 Xxxx Xxx Xxxx, Xxxxxx 0 and 7
Xxxx Xxx, Xxxxxxx 00000
00000 XX 000 Xxxxxx
Xxxxxxx Xxxx, Xxxxxxx 00000
0000 Xxxxxxxxxxx Xxxx
Xxxx Xxxx Xxxxx, Xxxxxxx 00000
00000 XX 000 Xxxxxx
Xxxxxxx Xxxx, Xxxxxxx 00000
0000 XX Xxxxxxx 00
Xxxxxxx, Xxxxxxx 00000
4480 00 Xxxxxx Xxxx
Xxxxxxxxx, Xxxxxxx 00000
1324 00 Xxxxxx Xxxx
Xxxxxxxxx, Xxxxxxx 00000
16. RAMSAY YOUTH SERVICES OF GEORGIA, INC., A DELAWARE CORPORATION
TRADE NAMES AND LOCATIONS OF FACILITIES
Ramsay Youth Services of Georgia, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxx, Xxxxxxx 00000
XxXxxxxx Youth Development Campus
0000 Xxxxxxx 000
Xxxxxx, Xxxxxxx 00000
Page 23
CHIEF EXECUTIVE AND CORPORATE OFFICE
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
PRINCIPAL PLACE OF BUSINESS
0000 Xxxxxxxxx Xxxxx
Xxxxx, Xxxxxxx 00000
0000 Xxxxxxx 000
Xxxxxx, Xxxxxxx 00000
LOCATIONS OF COLLATERAL AND RECORDS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
0000 Xxxxxxxxx Xxxxx
Xxxxx, Xxxxxxx 00000
0000 Xxxxxxx 000
Xxxxxx, Xxxxxxx 00000
17. RAMSAY YOUTH SERVICES OF SOUTH CAROLINA, INC., A DELAWARE CORPORATION
TRADE NAMES AND LOCATIONS OF FACILITIES
Ramsay Youth Services of South Carolina, Inc.
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
Coastal Harbor Youth Services
0000 Xxxx Xxxxxx Xxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
Xxxxx Hill Youth Services
000 Xxxx Xxxxx Xxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
CHIEF EXECUTIVE AND CORPORATE OFFICE
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
PRINCIPAL PLACE OF BUSINESS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
LOCATIONS OF COLLATERAL AND RECORDS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
7055 Ford Xxxxxx Xxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
Page 24
000 Xxxx Xxxxx Xxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
18. RAMSAY YOUTH SERVICES PUERTO RICO, INC., A PUERTO RICO CORPORATION
TRADE NAMES AND LOCATIONS OF FACILITIES
Centro Xxxxxxxxx xx Xxxxxxx
Xxxxxxxxxx #00, XX 1.5
Xxxxxx Xxxx Xxxxxxx
Parque Industrial
Xxxxx Xxxxxxx Xxxxxxx
Xxxxxxx, Xxxxxx Xxxx 00000
CHIEF EXECUTIVE AND CORPORATE OFFICE
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
PRINCIPAL XXXXX XX XXXXXXXX
Xxxxxxxxxx #00, XX 1.5
Xxxxxx Xxxx Xxxxxxx
Parque Industrial
Xxxxx Xxxxxxx Xxxxxxx
Xxxxxxx, Xxxxxx Xxxx 00000
LOCATIONS OF COLLATERAL AND RECORDS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
Xxxxxxxxxx #00, XX 1.5
Xxxxxx Xxxx Xxxxxxx
Parque Industrial
Xxxxx Xxxxxxx Xxxxxxx
Xxxxxxx, Xxxxxx Xxxx 00000
19. RHCI SAN ANTONIO, INC., A DELAWARE CORPORATION
TRADE NAMES AND LOCATIONS OF FACILITIES
RHCI San Antonio, Inc.
Mission Vista Hospital
14747 Xxxxx Xxxxxxxxxxx
Xxx Xxxxxxx, Xxxxx 00000-0000
PRINCIPAL PLACE OF BUSINESS
14747 Xxxxx Xxxxxxxxxxx
Xxx Xxxxxxx, Xxxxx 00000-0000
CHIEF EXECUTIVE XXXXXX
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
Page 25
LOCATIONS OF COLLATERAL AND RECORDS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
14747 Xxxxx Xxxxxxxxxxx
Xxx Xxxxxxx, Xxxxx 00000-0000
20. TRANSITIONAL CARE VENTURES, INC., A DELAWARE CORPORATION
TRADE NAMES AND LOCATIONS OF FACILITIES
Transitional Care Ventures, Inc.
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
PRINCIPAL PLACE OF BUSINESS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
CHIEF EXECUTIVE OFFICE
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
LOCATIONS OF COLLATERAL AND RECORDS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
21. TRANSITIONAL CARE VENTURES (TEXAS), INC., A DELAWARE CORPORATION
TRADE NAMES AND LOCATIONS OF FACILITIES
Transitional Care Ventures (Texas), Inc.
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
PRINCIPAL PLACE OF BUSINESS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
CHIEF EXECUTIVE OFFICE
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
LOCATIONS OF COLLATERAL AND RECORDS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
Page 26
EXHIBIT L
OPERATING LEASES
1. Lease Agreement dated as of December 28, 2001 between the City of
Piedmont, Alabama and Hillcrest Behavioral Health Services, Inc.
2. Lease Agreement dated as of May 15, 2001 between United Joint Venture,
an Ohio Limited Partnership by the Xxxxx Company, General Partner and
Ramsay Youth Services of Florida, Inc.
3. Lease Agreement dated as of February 28, 2001 between Xxx Xxxx
Development Co., Ltd. and Bountiful Psychiatric Hospital, Inc. d/b/a
Benchmark Behavioral Health Systems
4. Lease Agreement dated as of December 27, 2000 between Coral Gables
Associates and Ramsay Youth Services, Inc.
5. Lease Agreement dated as of June 1, 2000 between United Joint Venture,
an Ohio Limited Partnership by the Xxxxx Company, General Partner and
Ramsay Youth Services of Florida, Inc.
6. Lease Agreement dated as of September 1998 between Capstone Capital
Corporation and Havenwyck Hospital, Inc.
7. Lease Agreement dated as of May 9, 1995 between the State of Nevada and
Benchmark Behavioral Health System of Utah.
8. Lease Agreement dated April 12, 1995 between Capstone Capital of San
Antonio, Ltd., d/b/a Cahaba of San Antonio, Ltd. and RHCI San Antonio,
Inc.
9. Lease Agreement dated September 12, 2002 between Ramsay Hospital
Properties, Inc. and Ramsay Youth Services of Georgia, Inc.
Page 27
