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Exhibit 10.146
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
This Sixth Amendment to Loan and Security Agreement (this "SIXTH
AMENDMENT") is entered into as of the 4th day of August, 2000, 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 Sixth Amendment and listed in EXHIBIT B to the Loan
Agreement referred to below (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 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 Agreement as Lenders. Capitalized terms used but not defined in this Sixth
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 AGREEMENT").
W I T N E S S E T H:
WHEREAS, the Borrowers have requested (i) certain amendments to the
Loan Agreement to increase the Revolving Credit Loan Commitment and the Term
Loan Commitment, and make certain other revisions to the terms of the Loan
Agreement; (ii) a consent to the acquisition of certain assets from Charter
Behavioral Health Systems, LLC; and (iii) a consent to the acquisition of
certain real property from Crescent Real Estate Funding VII, L.P.; and
WHEREAS, subject to the terms and conditions herein contained, Agent
and Lenders have agreed to the Borrowers' request.
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 of each condition precedent set
forth in SECTION 3 hereof and in reliance on the representations, warranties,
covenants and agreements contained in this Sixth Amendment, the Loan Agreement
shall be amended effective August 4, 2000 (the "SIXTH AMENDMENT EFFECTIVE DATE")
in the manner provided in this SECTION 1:
1.1 AMENDED DEFINITIONS. The following definitions contained in
APPENDIX A to the Loan Agreement shall be amended to read in their entirety as
follows:
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BORROWING BASE - AS AT ANY DATE OF DETERMINATION THEREOF, AN AMOUNT EQUAL TO THE
LESSER OF:
(1) TWELVE MILLION DOLLARS ($12,000,000); OR
(2) (A) PRIOR TO THE BORROWING BASE CHANGE DATE, THE
AMOUNT EQUAL TO FIFTY PERCENT (50%) OF THE AMOUNT OF NET
ACCOUNTS AS DETERMINED FROM THE MOST RECENT CONSOLIDATED
BALANCE SHEET OF BORROWERS FURNISHED TO AGENT PURSUANT TO
SECTION 8.1.3(II), OR (B) FROM AND AFTER THE BORROWING BASE
CHANGE DATE, AN AMOUNT EQUAL TO THE SUM OF (I) EIGHTY-FIVE
PERCENT (85%) OF NET ELIGIBLE ACCOUNTS; PLUS (II) THE LESSER
OF (X) $3,000,000 AND (Y) EIGHTY-FIVE PERCENT (85%) OF NET
ELIGIBLE UNBILLED ACCOUNTS; PLUS (III) THE LESSER OF (X)
$350,000 AND (Y) EIGHTY-FIVE PERCENT (85%) OF NET ELIGIBLE
SELF-PAY ACCOUNTS; MINUS (IV) ANY AMOUNTS WHICH AGENT
REASONABLY EXPECTS IT OR LENDERS MAY BE OBLIGATED TO PAY IN
THE FUTURE FOR THE ACCOUNT OF ANY BORROWER.
MINUS (SUBTRACT (3) BELOW FROM THE LESSER OF (1) OR, AS APPLICABLE,
(2)(A) OR (2)(B) ABOVE)
(3) AN AMOUNT EQUAL TO THE LC AMOUNT.
EXCESS CASH FLOW - WITH RESPECT TO ANY FISCAL YEAR OF HOLDINGS AND ON A
CONSOLIDATED BASIS FOR SUCH PERIOD, 50% OF THE AMOUNT DERIVED BY ADDING
TO ADJUSTED NET EARNINGS FROM OPERATIONS (OR LOSS) FOR SUCH FISCAL
PERIOD DEPRECIATION, AMORTIZATION AND DEFERRED TAXES FOR SUCH FISCAL
PERIOD AND SUBTRACTING FROM SUCH SUM (A) REGULARLY SCHEDULED PAYMENTS
OF PRINCIPAL ON INDEBTEDNESS FOR MONEY BORROWED, (B) CAPITAL
EXPENDITURES WHICH (I) ARE NOT FINANCED BY ACQUISITION LOANS AND (II)
ARE NOT ASSOCIATED WITH THE PURCHASE OF REAL PROPERTY FROM CRESCENT
REAL ESTATE FUNDING VII, L.P. OF UP TO $7,700,000.00, (C) CAPITAL
LEASES PERMITTED BY THE TERMS HEREOF, OR (D) PERMITTED PURCHASE MONEY
INDEBTEDNESS PAID IN CASH DURING SUCH FISCAL PERIOD.
FIXED CHARGES - FOR ANY PERIOD, THE FOLLOWING, EACH CALCULATED (WITHOUT
DUPLICATION) FOR SUCH PERIOD: (A) CASH INTEREST EXPENSES, PLUS (B)
INCOME TAXES OF HOLDINGS AND ITS SUBSIDIARIES, PLUS (C) SCHEDULED
PAYMENTS OF PRINCIPAL WITH RESPECT TO ALL INDEBTEDNESS OF HOLDINGS AND
ITS SUBSIDIARIES, PLUS (D) CAPITAL EXPENDITURES MADE DURING THE
APPLICABLE PERIOD EXCLUDING (I) CAPITAL EXPENDITURES FINANCED BY
ACQUISITION LOANS, EXCEPT CAPITAL EXPENDITURES MADE IN COMPLIANCE WITH
THE PROVISO CONTAINED IN SECTION 8.2.9, AND (II) CAPITAL EXPENDITURES
MADE IN CONNECTION WITH THE PURCHASE OF REAL PROPERTY FROM CRESCENT
REAL ESTATE FUNDING VII, L.P. OF UP TO $7,700,000.00, PLUS (E) PAYMENTS
MADE DURING THE APPLICABLE PERIOD UNDER CAPITAL
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LEASES PERMITTED BY THE TERMS HEREOF, PLUS (F) PAYMENTS MADE DURING THE
APPLICABLE PERIOD UNDER PERMITTED PURCHASE MONEY INDEBTEDNESS.
1.2 CREDIT FACILITY. Section 1 of the Loan Agreement shall be amended
by deleting the words "Total Credit Facility of up to Twenty-Two Million Dollars
($22,000.00)" from the first paragraph of such Section 1 and replacing them with
the words "credit facility". The definition of Total Credit Facility in APPENDIX
A to the Loan Agreement shall be deleted.
1.3 INCREASE OF REVOLVING CREDIT LOAN COMMITMENT. Section 1.1.1 of the
Loan Agreement shall be amended by deleting the words "Eight Million Dollars
($8,000,000)" from such Section and inserting the words "Twelve Million Dollars
($12,000,000)" in place thereof.
1.4 INCREASE OF TERM LOAN. Section 1.2.1 of the Loan Agreement shall be
amended to read in its entirety as follows:
1.2.1 TERM LOAN. ON THE CLOSING DATE, SUBJECT TO THE
FULFILLMENT OR WAIVER OF ALL CONDITIONS PRECEDENT TO THE EFFECTIVENESS
OF THIS AGREEMENT, EACH LENDER SHALL MAKE TERM LOANS (COLLECTIVELY THE
"CLOSING DATE TERM LOAN") TO BORROWERS IN THE AGGREGATE PRINCIPAL
AMOUNT EQUAL TO THE AMOUNT SET FORTH BELOW SUCH LENDER'S NAME ON THE
SIGNATURE PAGES HEREOF (SUCH LENDER'S "TERM LOAN COMMITMENT"). ON
AUGUST 4, 2000, FCC SHALL MAKE A TERM LOAN TO BORROWERS OF $4,500,000
(THE "AUGUST 2000 TERM LOAN," TOGETHER WITH THE CLOSING DATE TERM LOAN,
THE "TERM LOANS"). THE PERCENTAGE EQUAL TO THE QUOTIENT OF (X) EACH
LENDER'S TERM LOAN COMMITMENT, DIVIDED BY (Y) THE AGGREGATE OF ALL TERM
LOAN COMMITMENTS, IS THE LENDER'S "TERM LOAN PERCENTAGE." AFTER GIVING
EFFECT TO THE AUGUST 2000 TERM LOAN, THE AGGREGATE AMOUNT OF THE TERM
LOAN COMMITMENTS IS ELEVEN MILLION ONE HUNDRED SIXTY ONE THOUSAND SIX
HUNDRED SEVENTY TWO AND 00/100 DOLLARS ($11,161,672.00). THE TERM LOANS
SHALL BE EVIDENCED BY ONE OR MORE TERM NOTES TO BE EXECUTED AND
DELIVERED BY BORROWERS TO LENDERS, WHICH SHALL BEAR INTEREST AS
SPECIFIED IN SECTION 2.1 AND SHALL BE REPAYABLE IN ACCORDANCE WITH THE
TERMS OF TERM NOTES. AMOUNTS REPAID WITH RESPECT TO THE TERM LOANS MAY
NOT BE REBORROWED. THE PROCEEDS OF THE TERM LOANS SHALL BE USED BY
BORROWERS, SOLELY FOR PURPOSES FOR WHICH THE PROCEEDS OF THE REVOLVING
CREDIT LOANS ARE AUTHORIZED TO BE USED.
1.5 AMENDMENT TO CAPITAL EXPENDITURES COVENANT. Section 8.2.9 of the
Loan Agreement shall be amended to read in its entirety 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, IN THE AGGREGATE, (A) $2,700,000.00 DURING THE CALENDAR
YEAR 2000, AND (B) $2,000,000.00 DURING ANY CALENDAR YEAR AFTER 2000.
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1.6 AMENDMENT TO INTEREST COVERAGE RATIO. Section 8.3.2 of the Loan
Agreement shall be amended to read in its entirety as follows:
8.3.2 INTEREST COVERAGE RATIO. ACHIEVE, AT THE END OF EACH
FISCAL QUARTER, FOR THE TWELVE CALENDAR MONTH PERIOD THEN ENDING, AN
INTEREST COVERAGE RATIO OF NOT LESS THAN 3.00 TO 1.0.
1.7 AMENDMENT TO LEVERAGE RATIO. Section 8.3.3 of the Loan Agreement
shall be amended to read in its entirety as follows:
8.3.3 TOTAL INDEBTEDNESS TO EBITDA. AS TO THE LAST DAY OF EACH
FISCAL QUARTER SET FORTH BELOW (THE "CALCULATION DATE"), A RATIO OF (I)
HOLDINGS' TOTAL INDEBTEDNESS ON SUCH CALCULATION DATE, TO (II)
HOLDINGS' EBITDA FOR THE TWELVE CALENDAR MONTH PERIOD ENDING ON SUCH
CALCULATION DATE, OF NOT GREATER THAN THE RATIO SET FORTH BELOW ON THE
CALCULATION DATE CORRESPONDING THERETO:
CALCULATION DATE RATIO
---------------- -----
(I) JUNE 30, 2000 (I) 3.50 TO 1.0
(II) SEPTEMBER 30, 2000 (II) 3.50 TO 1.0
(III) DECEMBER 31, 2000 (III) 3.50 TO 1.0
(IV) MARCH 31, 2001 (IV) 3.50 TO 1.0
(V) JUNE 30, 2001 (V) 3.50 TO 1.0
(VI) SEPTEMBER 30, 2001 (VI) 3.00 TO 1.00
AND ON THE LAST DAY OF
EACH THEREAFTER OCCURRING
FISCAL QUARTER;
PROVIDED, HOWEVER, THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, THE FOLLOWING AMOUNTS SHALL BE ADDED TO HOLDINGS'
EBITDA FOR EACH OF THE FOLLOWING FISCAL QUARTERS FOR PURPOSES OF THIS
SECTION 8.3.3.
FISCAL QUARTER ENDING: AMOUNT:
---------------------- -------
DECEMBER 31, 1999 $538,000
MARCH 31, 2000 $664,000
JUNE 30, 2000 $537,000
SEPTEMBER 30, 2000 $222,000
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1.8 COMMITMENTS. As of the Sixth Amendment Effective Date, each
Lender's Term Loan Commitment, Revolving Credit Loan Commitment, Term Loan
Percentage, Revolving Credit Percentage, Acquisition Loan Commitment and
Acquisition Loan Percentage shall be as set forth below such Lender's name on
the signature pages of this Sixth Amendment.
1.9 AMENDMENT TO EXHIBITS. Exhibits A-1 and B to the Loan Agreement
shall be amended in their entirety by substituting Exhibits A-1 and B, each of
which are attached hereto as ANNEX A.
SECTION 2. CONSENT.
2.1 CHARTER CONSENT. Agent and Lenders hereby consent to the purchase
by Ramsay Youth Services of Florida, Inc. of certain assets and contracts from
Charter Behavioral Health Systems, LLC ("CHARTER"), pursuant to that certain
Asset Purchase Agreement among Charter, its subsidiaries and Ramsay Youth
Services, Inc. (the "CHARTER ASSET PURCHASE AGREEMENT") pursuant to the terms
and conditions set forth in the Charter Asset Purchase Agreement. This consent
is conditioned upon the Borrowers' representations and warranties contained in
SECTION 4 of this Sixth Amendment, and it is understood and agreed by the
parties that this consent shall be rendered null, void and without effect upon
any Borrower's breach of any such representations and warranties.
2.2 CRESCENT CONSENT. Agent and Lenders hereby consent to the purchase
by Ramsay Youth Services of Florida, Inc. of certain real property from Crescent
Real Estate Funding VII, L.P. ("CRESCENT"), pursuant to that certain Real Estate
Purchase Agreement dated as of June 22, 2000 between Crescent and Ramsay Youth
Services, Inc. (the "CRESCENT REAL ESTATE PURCHASE AGREEMENT") pursuant to the
terms and conditions set forth in the Crescent Real Estate Purchase Agreement.
SECTION 3. CONDITIONS PRECEDENT TO EFFECTIVENESS OF AMENDMENTS. The
amendments to the Loan Agreement contained in SECTION 1 of this Sixth Amendment
shall be effective only upon the satisfaction of each of the conditions set
forth in this SECTION 3. If each condition set forth in this SECTION 3 has not
been satisfied by August 4, 2000, this Sixth Amendment and all obligations of
Lenders contained herein shall, at the option of Lenders, terminate.
3.1 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 Sixth Amendment, a Revolving Credit Note and Term Note in favor of FCC
in the form of ANNEX B attached hereto, 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.
3.2 CHARTER AND CRESCENT DOCUMENTS AND CLOSING. Agent and Lenders shall
have received, in form and substance acceptable to Agent and Lenders and their
counsel, executed copies
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of all documents, orders, instruments and certificates in connection with the
Charter Asset Purchase Agreement and Crescent Real Estate Purchase Agreement.
Additionally, Ramsay Youth Services of Florida, Inc. shall have acquired the
assets and real property identified in the Charter Asset Purchase Agreement and
Crescent Real Estate Purchase Agreement, respectively.
3.3 2007 SUBORDINATED DEBT DOCUMENTS. ING and SunTrust shall have
executed amendments to the 2007 Subordination Agreement and the 2007
Subordinated Debt Documents, all in form and substance satisfactory to Agent and
its counsel.
3.4 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 Sixth Amendment.
3.5 NO DEFAULT. No Default or Event of Default shall exist.
3.6 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 Sixth
Amendment, the Loan Agreement or the consummation of the transactions
contemplated hereby.
3.7 FEE. Borrowers shall have paid Agent the restructuring fee
contemplated in that certain letter agreement dated July 18, 2000 between
Holdings and Agent.
3.8 PARTICIPATION. Xxxx Xxxxxx Holdings Pty. Limited ("LIMITED") shall
execute an amendment to that certain participation letter agreement dated
November 17, 1999 ("PARTICIPATION AGREEMENT"), which amendment shall add
conditions to Limited's right to repayment of its participation under the
Participation Agreement, which amendment shall be in form and substance
acceptable to Agent and its counsel.
SECTION 4. REPRESENTATIONS AND WARRANTIES OF BORROWERS. To induce Agent
and Lenders to enter into this Sixth Amendment, each Borrower hereby represents
and warrants to Agent and Lenders as follows:
4.1 CHARTER AND CRESCENT PURCHASE PRICE. The total purchase price of
the assets under the Charter Asset Purchase Agreement and the Crescent Real
Estate Purchase Agreement (including all payments made to third parties and all
contingent liabilities and obligations assumed by any Borrower) do not exceed
$7,900,000.
4.2 REAFFIRMATION OF REPRESENTATIONS AND WARRANTIES. Each
representation and warranty of any Loan Party contained in the Loan 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.
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4.3 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.
4.4 CORPORATE AUTHORITY; NO CONFLICTS. The execution, delivery and
performance by each Borrower of this Sixth 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 Agreement, as amended hereby.
4.5 ENFORCEABILITY. This Sixth 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 creditor's rights generally, and (ii) the
availability of equitable remedies may be limited by equitable principles of
general application.
4.6 NO DEFENSES. No Loan Party has any defenses to payment,
counterclaims or rights of set off with respect to the Obligations.
SECTION 5. MISCELLANEOUS.
5.1 REAFFIRMATION OF LOAN DOCUMENTS; EXTENSION OF LIENS. Any and all of
the terms and provisions of the Loan 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.
5.2 PARTIES IN INTEREST. All of the terms and provisions of this Sixth
Amendment shall bind and inure to the benefit of the parties hereto and their
respective successors and assigns.
5.3 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 Sixth Amendment and all
related documents.
5.4 COUNTERPARTS. This Sixth Amendment may be executed in counterparts,
and all parties need not execute the same counterpart. However, no party shall
be bound by this Sixth Amendment until all parties have executed a counterpart.
Facsimiles shall be effective as originals.
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5.5 COMPLETE AGREEMENT. THIS SIXTH AMENDMENT, THE LOAN 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.
5.6 HEADINGS. The headings, captions and arrangements used in this
Sixth Amendment are, unless specified otherwise, for convenience only and shall
not be deemed to limit, amplify or modify the terms of this Sixth Amendment, nor
affect the meaning thereof.
(SIGNATURE PAGE FOLLOWS)
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IN WITNESS WHEREOF, the parties hereto have caused this Sixth 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/ XXXXXX XXXXXXX
----------------------
Xxxxxx Xxxxxxx
Executive Vice President
XXXXXXX PSYCHIATRIC HOSPITAL, INC.
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 EDUCATIONAL SERVICES, INC.
RAMSAY LOUISIANA, 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/ XXXXXX XXXXXXX
----------------------
Xxxxxx Xxxxxxx
Vice President
H. C. PARTNERSHIP
By: H.C. CORPORATION, General Partner
By: HSA HILL CREST CORPORATION, General Partner
By: /s/ XXXXXX XXXXXXX
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Xxxxxx Xxxxxxx
Vice President
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AGENT AND LENDERS:
FLEET CAPITAL CORPORATION
("Agent" and a "Lender")
By: /s/ XXXXXX X. XXXXXX
----------------------
Name: Xxxxxx X. Xxxxxx
---------------------------
Title: Senior Vice President
---------------------------
Revolving Credit Loan Commitment: $10,690,000.00
Revolving Credit Percentage: 89.08333333%
Term Loan Commitment: $10,068,013.12
Term Loan Percentage: 90.15231508%
Acquisition Loan Commitment
(terminated on November 30, 1999 and
February 28, 2000): $6,000,000.00
Acquisition Loan Percentage: 100%
SUNTRUST BANK
(a "Lender")
By: /s/ XXXXXXX X. XXXXXXXX
---------------------------
Name: Xxxxxxx X. Xxxxxxxx
---------------------------
Title: Assistant Vice President
---------------------------
Revolving Credit Loan Commitment: $1,310,000.00
Revolving Credit Percentage: 10.91666667%
Term Loan Commitment: $1,093,658.88
Term Loan Percentage: 9.84768492%
Acquisition Loan Commitment
(terminated on November 30, 1999 and
February 28, 2000): $0
Acquisition Loan Percentage: 0%
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CONSENT AND REAFFIRMATION
The undersigned (each a "GUARANTOR") hereby (i) acknowledges receipt of a
copy of the foregoing Sixth Amendment to Loan and Security Agreement (the "SIXTH
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 Sixth Amendment.
GUARANTOR:
RAMSAY HOSPITAL CORPORATION OF LOUISIANA, INC.
RAMSAY YOUTH SERVICES PUERTO RICO, INC.
By: /s/ XXXXXX XXXXXXX
----------------------
Xxxxxx Xxxxxxx
Vice President
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ANNEX A
EXHIBIT A-1
AMENDED AND RESTATED
SECURED PROMISSORY NOTE
(Term Note)
$
------------- --------------, ----
--------------, ----
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 ________________ ,
a__________ 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 lenders
signatories thereto (including Lender) and Fleet Capital Corporation ("FCC") as
Agent for said lenders (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;
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(b) Principal shall be due and payable monthly on the first day of each
month during the periods set forth below in the amounts set forth
opposite such periods:
DATE SCHEDULED INSTALLMENT
---- ---------------------
September 1, 2000 through
October 31, 2000 $ 83,833.00
November 1, 2000 through
October 31, 2001 $198,416.00
November 1, 2001 through
October 31, 2002 $239,583.00
November 1, 2002 through
October 30, 2003 $302,083.00
(c) The entire remaining principal amount then outstanding, together
with any and all other amounts due hereunder, shall be due and payable
on 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 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.
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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:
-----------------------------
Title:
-----------------------------
XXXXXXX PSYCHIATRIC HOSPITAL, INC.
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 EDUCATIONAL SERVICES, INC.
RAMSAY LOUISIANA, 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:
-----------------------------
Title:
-----------------------------
H. C. PARTNERSHIP
By: H.C. CORPORATION, General Partner
By: HSA HILL CREST CORPORATION, General Partner
By:
-----------------------------
Name:
-----------------------------
Title:
-----------------------------
15
EXHIBIT B
BORROWERS' AND SUBSIDIARIES EXECUTIVE OFFICES; BUSINESS
LOCATIONS AND COLLATERAL LOCATIONS; TRADE NAMES
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. XXXXXXX PSYCHIATRIC HOSPITAL, INC., AN OKLAHOMA CORPORATION
TRADE NAMES AND LOCATIONS OF FACILITIES
Xxxxxxx Psychiatric Hospital, Inc.
Xxxxxxx Healthcare Corp.
Columbia Xxxxxxx Hospital
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
PRINCIPAL PLACE OF BUSINESS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
CHIEF EXECUTIVE XXXXXX
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
1
16
LOCATIONS OF COLLATERAL AND RECORDS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
3. 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
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
2
17
4. 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
000 Xxxxxxx Xxxxx
Xxxxxxxxxxxx, Xxxxx Xxxxxxxx 00000
5. 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
3
18
0000 X. Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000
6. 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, Xxxxxxx 00000
Okaloosa Youth Academy
000 Xxxxxxxx Xxxx Xxxx
Xxxxxxxxx, Xxxxxxx 00000
PRINCIPAL PLACE OF BUSINESS
0000 Xxx Xxxx Xxxxx
Xxxx Xxxxxx, Xxxxxxx 00000
CHIEF EXECUTIVE XXXXXX
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, Xxxxxxx 00000
000 Xxxxxxxx Xxxx Xxxx
Xxxxxxxxx, Xxxxxxx 00000
7. 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
4
19
CHIEF EXECUTIVE XXXXXX
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
8. 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
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
9. 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 Group Home
000 X. 00 Xxxxxx
Xxxxxxxx, Xxxxxxx 00000
5
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
000 X. 00 Xxxxxx
Xxxxxxxx, Xxxxxxx 00000
10. 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
6
21
0000 0xx Xxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxx 00000
11. 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
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
12. 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
13. RAMSAY EDUCATIONAL SERVICES, INC., A DELAWARE CORPORATION
7
22
TRADE NAMES AND LOCATIONS OF FACILITIES
Ramsay Educational Services, Inc.
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, 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
LOCATIONS OF COLLATERAL AND RECORDS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
14. RAMSAY HOSPITAL CORPORATION OF LOUISIANA, INC., A LOUISIANA CORPORATION
TRADE NAMES AND LOCATIONS OF FACILITIES
Ramsay Hospital Corporation of Louisiana, Inc.
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, 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
LOCATIONS OF COLLATERAL AND RECORDS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
15. RAMSAY LOUISIANA, INC., A DELAWARE CORPORATION
TRADE NAMES AND LOCATIONS OF FACILITIES
Ramsay Louisiana, Inc.
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
PRINCIPAL PLACE OF BUSINESS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
8
23
CHIEF EXECUTIVE XXXXXX
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
LOCATIONS OF COLLATERAL AND RECORDS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
16. 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
17. 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
9
24
LOCATIONS OF COLLATERAL AND RECORDS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
000 Xxxxxxxxxx Xxxx
Xxxxxx, Xxxxxxx 00000
18. RAMSAY YOUTH SERVICES OF FLORIDA, INC., A DELAWARE CORPORATION
TRADE NAMES AND LOCATIONS OF FACILITIES
Ramsay Youth Services of Florida, Inc.
0000 Xxxxx Xxxxxxx, X.X.
Xxxx Xxx, Xxxxxxx 00000
Ramsay Youth and Family Counsel 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
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
CHIEF EXECUTIVE AND CORPORATE OFFICES
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
10
00
XXXXXXXXX XXXXX XX XXXXXXXX
0000 Xxxxx Xxxxxxx, X.X.
Xxxx Xxx, 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
LOCATIONS OF COLLATERAL AND RECORDS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
0000 Xxxxx Xxxxxxx, X.X.
Xxxx Xxx, 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
19. 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
Riverstone Youth Services
0000 Xxxxxxx 0
Xxxxx, Xxxxx Xxxxxxxx 00000
11
26
Coastal Harbor Youth Services
0000 Xxxx Xxxxxx Xxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
Winner Circle Youth Services
00 Xxxx Xxxxxxx Xxxxx
Xxxxx, Xxxxx Xxxxxxxx 00000
Xxxx Xxxxx Group Home
000 Xxxx Xxxxx Xxxx
Xxxxxx, Xxxxx Xxxxxxxx 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
LOCATIONS OF COLLATERAL AND RECORDS
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
0000 Xxxxxxx 0 Xxxx
Xxxxx, Xxxxx Xxxxxxxx 00000
7055 Ford Xxxxxx Xxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
00 Xxxx Xxxxxxx Xxxxx
Xxxxx, Xxxxx Xxxxxxxx 00000
000 Xxxx Xxxxx Xxxx
Xxxxxx, Xxxxx Xxxxxxxx 00000
20. RAMSAY YOUTH SERVICES PUERTO RICO, INC., A PUERTO RICO CORPORATION
TRADE NAMES AND LOCATIONS OF FACILITIES
Ramsay Youth Services Puerto Rico, Inc.
000 Xxxxx Xxxxxx Xxx., #0000
Xxxx Xxx, Xxxxxx Xxxx 00000
12
27
Centro Xxxxxxxxx xx Xxxxx
Xxxxxxxxxx #00, XX 1.5
Xxxxxx Xxxx Xxxxxxx
Parque Industrial
Xxxxx Xxxxxxx Xxxxxxx
Xxxxxxx, Xxxxxx Xxxx 00000
CHIEF EXECUTIVE AND CORPORATE OFFICES
Xxx Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxx Xxxxxx, Xxxxxxx 00000
PRINCIPAL PLACE OF BUSINESS
654 Xxxxx Xxxxxx Ave., #1103
Hato Rey, Xxxxxx Xxxx 00000
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
000 Xxxxx Xxxxxx Xxx., #0000
Xxxx Xxx, Xxxxxx Xxxx 00000
Xxxxxxxxxx #00, XX 1.5
Xxxxxx Xxxx Xxxxxxx
Parque Industrial
Xxxxx Xxxxxxx Xxxxxxx
Xxxxxxx, Xxxxxx Xxxx 00000
21. 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
13
28
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
14747 Xxxxx Xxxxxxxxxxx
Xxx Xxxxxxx, Xxxxx 00000-0000
22. 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
23. 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
14
29
ANNEX B
SECURED PROMISSORY NOTE
(TERM NOTE)
$10,068,013.12 August 4, 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 Secured
Promissory Note (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 TEN MILLION SIXTY EIGHT THOUSAND THIRTEEN AND
12/100 Dollars ($10,068,013.12), together with interest from and after the date
hereof on the unpaid principal balance outstanding from time to time.
This 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 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 on the first day of each
month during the periods set forth below in the amounts set forth opposite such
periods:
30
DATE SCHEDULED INSTALLMENT
---- ---------------------
September 1, 2000 through
October 31, 2000 $ 70,069.98
November 1, 2000 through
October 31, 2001 $181,232.79
November 1, 2001 through
October 31, 2002 $215,641.33
November 1, 2002 through
October 30, 2003 $267,880.59
(c) The entire remaining principal amount then outstanding, together
with any and all other amounts due hereunder, shall be due and payable on 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 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, increases and restates, but does not
extinguish, the indebtedness evidenced by that certain Secured Promissory Note
(Term Note) of Borrowers dated January 25, 2000, payable to the order of FLEET
CAPITAL CORPORATION in the original principal amount of $6,058,503.00.
31
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: /s/ XXXXX XXXX
------------------------
Name: Xxxxx Xxxx
------------------------
Title: Vice President
------------------------
XXXXXXX PSYCHIATRIC HOSPITAL, INC.
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 EDUCATIONAL SERVICES, INC.
RAMSAY LOUISIANA, 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
------------------------
32
REVOLVING CREDIT NOTE
$10,690,000.00 August 4, 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 PROMISES TO PAY to the order of FLEET CAPITAL CORPORATION, a
Rhode Island corporation ("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 Revolving Credit Note (this
"NOTE") may designate from time to time in writing, in lawful money of the
United States of America and in immediately available funds, the principal
amount of TEN MILLION SIX HUNDRED NINETY THOUSAND AND NO/100 DOLLARS
($10,690,000.00), or such lesser principal amount as may be outstanding pursuant
to the Loan Agreement (as hereinafter defined) with respect to the Revolving
Credit Loans, together with interest on the unpaid principal amount of this Note
outstanding from time to time.
This Note is one of the Revolving Credit Notes referred to in, and 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 such 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 herein, unless otherwise defined, unless otherwise
specifically defined in this Note, shall have the meanings ascribed to them in
the Loan Agreement.
The principal amount of the indebtedness evidenced hereby shall be
payable in the amounts and on the dates specified in the Loan Agreement and, if
not sooner paid in full, on the Commitment Termination Date, unless the term
hereof is extended in accordance with the Loan Agreement. Interest thereon shall
be paid until such principal amount is paid in full at such interest rates and
at such times as are specified in the Loan Agreement.
Upon and after 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.
33
This Note amends, modifies, increases and restates, but does not
extinguish, the indebtedness evidenced by that certain Revolving Credit Note of
Borrowers dated January 25, 2000, payable to the order of FLEET CAPITAL
CORPORATION in the original principal amount of $6,690,000.00.
This Note shall be interpreted, governed by, and construed in accordance
with, the internal laws of the State of Texas.
RAMSAY YOUTH SERVICES, INC.
By: /s/ XXXXX XXXX
------------------------
Name: Xxxxx Xxxx
------------------------
Title: Vice President
------------------------
XXXXXXX PSYCHIATRIC HOSPITAL, INC.
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 EDUCATIONAL SERVICES, INC.
RAMSAY LOUISIANA, 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
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Name: Xxxxx Xxxx
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Title: Vice President
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H. C. PARTNERSHIP
By: H.C. CORPORATION, General Partner
By: HSA HILL CREST CORPORATION, General Partner
By: /s/ XXXXX XXXX
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Name: Xxxxx Xxxx
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Title: Vice President
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