EXHIBIT 10.4
GUARANTEE
Guarantee dated as of September , 2002 made by Ramsay Youth Services,
Inc. (the "Guarantor"). Reference is made to the Commercial Lease made on
September __, 2002 (the "Lease") between Ramsay Youth Services of Georgia, Inc.
(the "Tenant") and Ramsay Hospital Properties, Inc. (the "Landlord") being
entered into by the Landlord and the Tenant contemporaneously with the execution
and delivery hereof. All capitalized terms used herein and not otherwise defined
shall have the meanings of such terms as defined in the Lease.
The Guarantor owns 100% of the issued and outstanding capital stock of
the Tenant. The Guarantor, in consideration of and as an inducement to the
Landlord to enter into the Lease with the Tenant, and for other good and
valuable consideration, the receipt of which is hereby acknowledged, hereby
agrees with the Landlord as follows:
1. The Guarantor hereby unconditionally and irrevocably guarantees to
the Landlord the prompt and complete payment when due of all amounts owing to
the Landlord by the Tenant under the Lease and the timely satisfaction of all
other obligations owed by the Tenant to the Landlord pursuant to the Lease (such
amounts owing and other obligations are herein referred to collectively as the
"Obligations").
2. This Guaranty shall be construed as a continuing, absolute and
unconditional guaranty of payment and performance (and not merely of collection)
without regard to the validity or enforceability of the Lease or any right of
defense, set-off or counterclaim which may at any time be available to or be
asserted by the Tenant against the Landlord (other than a right of defense
arising out of a breach by the Landlord of a material term of the Lease), or by
any other circumstance whatsoever which constitutes, or might be construed to
constitute, an equitable or legal discharge of the Tenant or the Guarantor from
the Obligations, in bankruptcy or in any other instance, and the obligations and
liabilities of the Guarantor shall not be conditioned or contingent upon the
pursuit by the Landlord or any other person at any time of any right or remedy
against the Tenant or against any other person which may be or become liable in
respect of all or any part of the Obligations.
3. This Guarantee shall remain in full force and effect and be binding
in accordance with and to the extent of its terms upon the Guarantor and the
Guarantor's successors and assigns, and shall inure to the benefit of the
Landlord and its successors and assigns until the Obligations shall have been
irrevocably satisfied by payment and performance in full.
4. All notices, requests and demands hereunder shall be in writing and
delivered by hand, or by registered or certified mail, return receipt requested,
addressed to the Guarantor at:
Ramsay Youth Services, Inc.
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
Attention: Chief Executive Officer
IN WITNESS WHEREOF, the undersigned has caused this Guarantee to be
executed on its behalf as of the __ day of September, 2002.
RAMSAY YOUTH SERVICES, INC.
By:
-------------------------------------
Name:
Title:
2
