ContractStock Subscription and Purchase Agreement • March 26th, 2003 • Sunlink Health Systems Inc • Services-general medical & surgical hospitals, nec • Tennessee
This STOCK SUBSCRIPTION AND PURCHASE AGREEMENT, dated as of March ___, 2003 (the “Agreement”), is made and entered into by and among HEALTHMONT OF TEXAS, INC., a Tennessee corporation (“HealthMont of Texas”), and those individuals indicated and set forth on the signature page hereof and on Exhibit A hereto, or their assignees or designees (individually, a “Purchaser,” and collectively, the “Purchasers”).
MANAGEMENT AGREEMENTManagement Agreement • March 26th, 2003 • Sunlink Health Systems Inc • Services-general medical & surgical hospitals, nec • Georgia
Management Agreement dated as of the ___ day of March, 2003 between Sunlink Health Systems, Inc., an Ohio corporation (“Manager”), on the one hand, and Healthmont, Inc., a Tennessee corporation (“Company”), Healthmont Of Georgia, Inc., a Tennessee corporation (d/b/a Memorial Hospital of Adel and Memorial Convalescent Center) (“Healthmont of Georgia”), and Healthmont Of Missouri, Inc., a Tennessee corporation (“Healthmont of Missouri”, and together with Healthmont of Georgia, the “Company Subsidiaries”), on the other hand.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 26th, 2003 • Sunlink Health Systems Inc • Services-general medical & surgical hospitals, nec
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the “Amendment”), dated as of March ___, 2003, by and among SUNLINK HEALTH SYSTEMS, INC., a company organized under the laws of the State of Ohio (“Parent”), HM ACQUISITION CORP., a Delaware corporation and a wholly-owned direct subsidiary of Parent (“Merger Sub”), and HEALTHMONT, INC., a Tennessee corporation (the “Company”). As used in this Agreement, and except as otherwise provided herein, capitalized terms shall the same meanings as in the Merger Agreement.
FIRST AMENDMENT TO HILL STOCK REDEMPTION AGREEMENTHill Stock Redemption Agreement • March 26th, 2003 • Sunlink Health Systems Inc • Services-general medical & surgical hospitals, nec
THIS FIRST AMENDMENT TO HILL STOCK REDEMPTION AGREEMENT (the “Amendment”), dated as of March __, 2003, by and among HEALTHMONT, INC., a Tennessee corporation (“HealthMont”); HEALTHMONT OF TEXAS, INC., a Tennessee corporation and wholly-owned subsidiary of HealthMont (“HealthMont of Texas”); HEALTHMONT OF TEXAS I, LLC, a Tennessee limited liability company and wholly-owned subsidiary of HealthMont of Texas (“HealthMont of Texas I” and collectively with HealthMont of Texas, the “Subsidiaries”); and TIMOTHY S. HILL, a resident of Brentwood, Tennessee (“Hill”). As used in this Amendment, and except as otherwise provided herein, capitalized terms shall the same meanings as in the Redemption Agreement.
SUNLINK HEALTH SYSTEMS, Inc. NOTE PURCHASE AGREEMENTNote Purchase Agreement • March 26th, 2003 • Sunlink Health Systems Inc • Services-general medical & surgical hospitals, nec • Georgia
THIS WARRANTHOLDERS RIGHTS AGREEMENT (this “Agreement”) is made as of March , 2003, by and between SUNLINK HEALTH SYSTEMS, INC., an Ohio corporation (the “Company”), and CHATHAM INVESTMENT FUND I, LLC, a Delaware limited liability company (the “Purchaser”).
SUBSIDIARY PLEDGE AGREEMENTSubsidiary Pledge Agreement • March 26th, 2003 • Sunlink Health Systems Inc • Services-general medical & surgical hospitals, nec • Georgia
THIS SUBSIDIARY PLEDGE AGREEMENT is made and entered into as of March ___, 2003 (this “Agreement”) between HEALTHMONT, INC., a Tennessee corporation (the “Company”), and SUNLINK HEALTH SYSTEMS, INC., an Ohio corporation, as lender (together with its successors in such capacity, the “Lender”).
March 24, 2003Loan and Security Agreement • March 26th, 2003 • Sunlink Health Systems Inc • Services-general medical & surgical hospitals, nec
RE: (1) $8,000,000 Revolving Credit Loan, (2) $5,000,000 Secured Term Loan, and (3) $1,900,000 Secured Term Loan, all made by Heller Healthcare Finance, Inc. to HealthMont, Inc. and the other addressees hereto
AMENDED AND RESTATED NON-COMPETITION AGREEMENT AND GENERAL RELEASENon-Competition Agreement • March 26th, 2003 • Sunlink Health Systems Inc • Services-general medical & surgical hospitals, nec • Tennessee
This AMENDED AND RESTATED NON-COMPETITION AGREEMENT AND GENERAL RELEASE (the “Agreement”) is made as of this ____ day of March, 2003, by and between TIMOTHY S. HILL, a resident of Tennessee (“Hill”), and HEALTHMONT, INC., a Tennessee corporation (“HealthMont”).
HEALTHMONT, INC. TERM LOAN NOTETerm Loan Note • March 26th, 2003 • Sunlink Health Systems Inc • Services-general medical & surgical hospitals, nec
This Note is one of the Notes issued pursuant to that certain Loan Agreement dated as of March __, 2003, by and among the Borrower, the Lenders party thereto, including SunLink Health Systems, Inc. as the sole initial Lender thereunder and any Agent for such Lenders (such agreement as from time to time amended, restated, supplemented or otherwise modified, the “Loan Agreement”), and is entitled to the benefit and security of the Loan Agreement and all of the other Loan Documents referred to therein. Reference is hereby made to the Loan Agreement for a statement of all of the terms and conditions under which the indebtedness evidenced hereby is to be repaid.
SUBSIDIARY GUARANTY AGREEMENTGuaranty Agreement • March 26th, 2003 • Sunlink Health Systems Inc • Services-general medical & surgical hospitals, nec • Georgia
This GUARANTY AGREEMENT (this “Guaranty”) is made and entered into as of March __, 2003, by HEALTHMONT OF GEORGIA, INC. a Tennessee corporation and HEALTHMONT OF MISSOURI, INC. a Tennessee corporation, (collectively, and together with their respective successors and permitted assigns, the “Guarantors”), in favor of SunLink Health Systems, Inc., an Ohio corporation, as Initial Lender, under that certain Loan Agreement (as defined below) and any other Lenders or Agent from time to time thereunder (collectively, the “Lender”).
SUBORDINATION AGREEMENTSubordination Agreement • March 26th, 2003 • Sunlink Health Systems Inc • Services-general medical & surgical hospitals, nec • Maryland
IN CONSIDERATION OF the financing by HELLER HEALTHCARE FINANCE, INC., a Delaware corporation (“Heller”), of certain receivables of HEALTHMONT, INC., a Tennessee corporation (“Healthmont”), HEALTHMONT OF GEORGIA, INC., a Tennessee corporation (dba “Memorial Hospital of Adel and Memorial Convalescent Center”), and HEALTHMONT OF MISSOURI, INC., a Tennessee corporation (dba “Callaway County Community Hospital”) (collectively, “Borrower”), and intending to be legally bound hereby, Borrower and SUNLINK HEALTH SYSTEMS, INC., an Ohio corporation (“Subordinated Lender”), to whom Borrower is indebted, agree with Heller as follows, effective as of March , 2003:
SECURITY AGREEMENTSecurity Agreement • March 26th, 2003 • Sunlink Health Systems Inc • Services-general medical & surgical hospitals, nec • Georgia
THIS SECURITY AGREEMENT is made and entered into as of March ___, 2003, between HEALTHMONT, INC., a Tennessee corporation (together with its successors and permitted assigns, the “Grantor”), and SUNLINK HEALTH SYSTEM, INC., an Ohio corporation (“SunLink”), in its capacity as Initial Lender under the Loan Agreement.
ENVIRONMENTAL INDEMNITY AGREEMENTEnvironmental Indemnity Agreement • March 26th, 2003 • Sunlink Health Systems Inc • Services-general medical & surgical hospitals, nec • Delaware
This Environmental Indemnity Agreement is dated as of March ___, 2003, and is executed by HEALTHMONT, INC., a corporation of the State of Tennessee (the “Borrower”), HEALTHMONT OF GEORGIA, INC., a corporation of the State of Tennessee, and HEALTHMONT OF MISSOURI, INC., a corporation of the State of Tennessee (collectively the “Guarantors” and individually a “Guarantor” hereunder) as a condition to, and to induce SUNLINK HEALTH SYSTEMS, INC., an Ohio corporation (“SunLink”), to make a loan (the “Loan”) to Borrower evidenced or to be evidenced by one or more Notes made by Borrower payable to the order of SunLink in the principal face amount of up to $1,100,000.00, which Loan is secured or to be secured by certain Deeds to Secure Debt and Security Agreements (the “Mortgages”) of even date herewith conveying and encumbering certain real and personal properties as therein described (collectively, the “Property”) including the lands described in Exhibit A which is attached hereto and made a
HEALTHMONT OF TEXAS, INC. LETTERHEAD] March , 2003Shareholder Agreement • March 26th, 2003 • Sunlink Health Systems Inc • Services-general medical & surgical hospitals, nec
This letter evidences certain agreements reached between the Company and the undersigned Shareholders related to matters addressed below. Except as otherwise provided, the terms used herein shall have the same meanings as in that certain Stock Subscription and Purchase Agreement, dated as of March , 2003, among the Company and the individuals therein named (the “Subscription Agreement”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 26th, 2003 • Sunlink Health Systems Inc • Services-general medical & surgical hospitals, nec • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made as of this ______day of March, 2003, by and between HEALTHMONT, INC., a Tennessee corporation (the “Company”), and SUNLINK HEALTH SYSTEMS, INC., an Ohio corporation, and its assigns (collectively, “SunLink”). This Agreement is made in connection with the issuance by the Company of a warrant to SunLink (the “Warrant”), pursuant to which SunLink may purchase and the Company may hereafter issue: (i) up to One Hundred Thirty-Five Thousand (135,000) shares of its Common Stock from time to time upon the exercise of the Warrant (the “Initial Warrant Shares”) and (ii) upon the occurrence of certain events, up to an additional Five Hundred Forty Thousand (540,000) shares of its Common Stock from time to time upon the exercise of a warrant or warrants (the “Additional Warrant Shares”) to be issued in the same form as the Warrant (the Initial Warrant Shares and the Additional Warrant Shares are collectively referred to herein as the “Wa
CONSULTING AGREEMENTConsulting Agreement • March 26th, 2003 • Sunlink Health Systems Inc • Services-general medical & surgical hospitals, nec • Tennessee
This CONSULTING AGREEMENT (the “Agreement”), dated as of March __, 2003, is by and among HEALTHMONT OF TEXAS, INC., a Tennessee corporation (“HealthMont of Texas”); HEALTHMONT OF TEXAS I, LLC, a Tennessee limited liability company and wholly-owned subsidiary of HealthMont of Texas (“HealthMont of Texas I”); and TIMOTHY S. HILL, a Tennessee limited liability company (the “Consultant”).
SUBSIDIARY SECURITY AGREEMENTSubsidiary Security Agreement • March 26th, 2003 • Sunlink Health Systems Inc • Services-general medical & surgical hospitals, nec • Georgia
THIS SUBSIDIARY SECURITY AGREEMENT is made and entered into as of March ___, 2003 (this “Security Agreement”), by and among HEALTHMONT OF GEORGIA, INC., a Tennessee corporation, and HEALTHMONT OF MISSOURI, INC., a Tennessee corporation (each individually a “Grantor” and collectively, together with their respective successors and permitted assigns, the “Grantors”), and SUNLINK HEALTH SYSTEMS, INC., an Ohio corporation (“SunLink”), in its capacity as Initial Lender under the Loan Agreement.
LOAN AGREEMENT Dated as of March __, 2003 among SUNLINK HEALTH SYSTEMS, INC. as Lender, and HEALTHMONT, INC. as BorrowerLoan Agreement • March 26th, 2003 • Sunlink Health Systems Inc • Services-general medical & surgical hospitals, nec • Georgia
THIS LOAN AGREEMENT is made and entered into as of March___, 2003 by and between SUNLINK HEALTH SYSTEMS, INC. (“SunLink”), an Ohio corporation, as lender (the “Initial Lender”), and any lenders party hereto from time to time (collectively the “Lenders”), and HEALTHMONT, INC. (“HealthMont”), a Tennessee corporation, as borrower (the “Borrower”).
ContractSubordinated Promissory Note • March 26th, 2003 • Sunlink Health Systems Inc • Services-general medical & surgical hospitals, nec • Tennessee
THIS SUBORDINATED PROMISSORY NOTE IS MADE AND DELIVERED PURSUANT TO THE PROVISIONS OF THAT CERTAIN FIRST AMENDMENT TO HILL STOCK REDEMPTION AGREEMENT, DATED AS OF MARCH , 2003, BY AND AMONG THE ISSUER, THE HOLDER, HEALTHMONT OF TEXAS I, LLC, A TENNESSEE LIMITED LIABILITY COMPANY AND WHOLLY OWNED SUBSIDIARY OF THE HOLDER, AND TIMOTHY S. HILL, A RESIDENT OF BRENTWOOD, TENNESSEE.
