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EXHIBIT 10.121
THIRD AMENDMENT TO
SUBORDINATED NOTE PURCHASE AGREEMENT
THIS THIRD AMENDMENT TO SUBORDINATED NOTE PURCHASE AGREEMENT
("AMENDMENT") is entered into as of June 29, 1998 by and among RAMSAY HEALTH
CARE, INC., a Delaware corporation (the "COMPANY"), certain subsidiaries of the
Company listed on the signature pages hereto (the "GUARANTORS"), GENERAL
ELECTRIC CAPITAL CORPORATION, a New York corporation ("GE CAPITAL"), and XXXX
XXXXXX HOLDINGS PTY. LIMITED ACN 008 446 151, an Australian corporation
("RAMSAY HOLDINGS;" GE Capital and Ramsay Holdings are hereinafter each
individually referred to as a "PURCHASER", and collectively, as "PURCHASERS"),
for the benefit of the parties and each of the Holders.
RECITALS
A. The Company and Purchasers are parties to a certain Subordinated
Note Purchase Agreement dated as of September 30, 1997, as amended by the First
Amendment to Subordinated Note Purchase Agreement dated as of March 27, 1998
and the Second Amendment to Subordinated Note Purchase Agreement dated as of
May 20, 1998 (as so amended, the "PURCHASE AGREEMENT;" capitalized terms used
herein and not defined herein have the meanings assigned to them in the
Purchase Agreement).
B. Pursuant to a Subsidiary Guaranty dated as of May 27, 1998, the
Guarantors guaranteed the Series A Bridge Note Obligations.
C. Purchasers are all of the Holders of the Bridge Notes.
D. The Company has requested that the Holders waive certain Defaults
that have occurred for the period ending April 30, 1998, and the Holders 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 Holder hereby waives all Defaults that arose under Section 7.10
of the Purchase Agreement as of April 30, 1998.
B. AMENDMENTS
1. AMENDMENT TO ARTICLE 6 The Purchase Agreement is hereby amended by
adding to the end of Article 6 thereof the following new Section 6.15:
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SECTION 6.15 ADDITIONAL COVENANTS. Effective upon such date,
if any, as there are no Senior Lenders under the Senior Credit
Agreement other than GE Capital, the Company agrees that it will
perform in favor of the Holders all of the covenants set forth in
Articles 6 and 7 of the Senior Credit Agreement, as such covenants are
modified or amended from time to time, and irrespective of the
termination of the Senior Credit Agreement for any reason, all of
which covenants (as so modified or amended) are incorporated herein by
reference.
C. REPRESENTATIONS
Each Credit Party hereby represents and warrants to Purchasers that:
1. The execution, delivery and performance by such Credit Party of
this Amendment (i) are within such Credit Party's corporate power; (ii) have
been duly authorized by all necessary corporate and shareholder action; (iii)
are not in contravention of any provision of such Credit Party's certificate of
incorporation or bylaws or other organizational documents; (iv) do not violate
any law or regulation, or any order or decree of any Governmental Authority;
(v) 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 of its Subsidiaries or any of their respective property is bound;
(vi) 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 (vii) do not
require the consent or approval of any Governmental Authority or any other
person other than the consent of the Senior Lenders set forth below;
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.
D. MISCELLANEOUS
1. Each Credit Party hereby restates, ratifies and reaffirms each and
every term and condition set forth in the Purchase 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 GE Capital and its successors,
endorsees, transferees and assigns, of the prompt payment (whether at stated
maturity, by acceleration or otherwise) and performance when
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due of the Series A Bridge Note Obligations, 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 Company, 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 GE Capital under the Bridge Note Collateral Documents remain in full
force and effect and shall continue to secure the Series A Bridge Note
Obligations and (ii) the validity, perfection or priority of the Liens will not
be impaired by the execution and delivery of this Amendment.
4. The Company 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.
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:
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Xxxxxxxx X. Xxxxxx
President
GENERAL ELECTRIC CAPITAL
CORPORATION
By:
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Xxxxxx X. Xxxx
Authorized Signatory
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XXXX XXXXXX HOLDINGS PTY.
LIMITED
By:
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Xxxxx Xxxxx
Director
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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:
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Xxxxx X. Xxxx
Vice President of each of the
foregoing Guarantors
Attest:
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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:
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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:
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Xxxxx X. Xxxx
Vice President of each of
the foregoing Guarantors
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The undersigned, being the Senior Agent and all of the Senior Lenders
under the Senior Credit Agreement, hereby consent to the foregoing Second
Amendment as of the date first written above.
GENERAL ELECTRIC CAPITAL
CORPORATION
By:
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Xxxxxx X. Xxxx
Authorized Signatory
THE ING CAPITAL SENIOR SECURED
HIGH INCOME FUND, L.P.
By:
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Name:
Title:
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