October 15, 2002Merger Agreement • August 5th, 2003 • Sunlink Health Systems Inc • Services-general medical & surgical hospitals, nec
RE: Agreement and Plan of Merger by and among SunLink Health Systems, Inc., HM Acquisition Corp. and Healthmont, Inc., dated as of October 14, 2002 and Certain Related Matters
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 5th, 2003 • Sunlink Health Systems Inc • Services-general medical & surgical hospitals, nec
THIS SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the “Amendment”), dated as of July 30, 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.
HEALTHMONT, INC. COMPANY DISCLOSURE SCHEDULECompany Disclosure Schedule • August 5th, 2003 • Sunlink Health Systems Inc • Services-general medical & surgical hospitals, nec
This Company Disclosure Schedule has been prepared and delivered in accordance with that certain Agreement and Plan of Merger, dated as of October 15, 2002 (the “Agreement”), by and among SunLink Health Systems, Inc., an Ohio corporation (“SunLink” or “Parent”), HM Acquisition Corp., a Delaware corporation (“Merger Sub”), on the one hand, and HealthMont, Inc., a Tennessee corporation (the “Company”), on the other hand. Unless the context otherwise requires, terms that are not defined in this Company Disclosure Schedule shall have the meanings set forth in the Agreement.
PARENT DISCLOSURE SCHEDULEParent Disclosure Schedule • August 5th, 2003 • Sunlink Health Systems Inc • Services-general medical & surgical hospitals, nec
This Parent Disclosure Schedule has been prepared and delivered in accordance with that certain Agreement and Plan of Merger, dated as of October 15, 2002 (the “Agreement”), by and among SunLink Health Systems, Inc., an Ohio corporation (“SunLink” or “Parent”), HM Acquisition Corp., a Delaware corporation (“Merger Sub”), on the one hand, and HealthMont, Inc., a Tennessee corporation (the “Company”), on the other hand. Unless the context otherwise requires, terms that are not defined in this Parent Disclosure Schedule shall have the meanings set forth in the Agreement. The Parent Disclosure Schedule is qualified in its entirety by reference to specific provisions of the Agreement.
FIRST AMENDMENT TO MANAGEMENT AGREEMENTManagement Agreement • August 5th, 2003 • Sunlink Health Systems Inc • Services-general medical & surgical hospitals, nec
THIS FIRST AMENDMENT TO MANAGEMENT AGREEMENT (the “Amendment”) dated as of the 30th day of July, 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.
AMENDMENT NO. 1 TO LOAN AGREEMENTLoan Agreement • August 5th, 2003 • Sunlink Health Systems Inc • Services-general medical & surgical hospitals, nec • Georgia
THIS AMENDMENT NO. 1 TO LOAN AGREEMENT (the “Amendment No. 1”) is made and entered into as of July 30, 2003 (“First Amendment Date”) 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”).
July 30, 2003Loan and Security Agreement • August 5th, 2003 • Sunlink Health Systems Inc • Services-general medical & surgical hospitals, nec
Reference is made to (1) that certain Loan and Security Agreement dated August 31, 2000 relating to the $8,000,000 revolving credit loan made by Heller Healthcare Finance, Inc. (“Lender”) to HealthMont, Inc. (“HealthMont”) and each of the other addressees hereto (collectively, “Borrower”) (as amended, modified, supplemented and restated from time to time, the “Revolving Loan Agreement”), (2) that certain Mortgage Loan Agreement dated August 31, 2000 relating to the $5,000,000 secured term loan made by Lender to each of the entities comprising Borrower except for HealthMont of Missouri, Inc. (“Callaway”), (as amended, modified, supplemented and restated from time to time, “Mortgage Loan Agreement 1”), (3) that certain Mortgage Loan Agreement dated December 30, 2000 relating to the $1,900,000 secured term loan made by Lender to Callaway (as amended, modified, supplemented and restated from time to time, “Mortgage Loan Agreement 2”), (4) that letter agreement dated October 11, 2002 eviden
AMENDMENT NO. 1 TO REGISTRATION RIGHTSRegistration Rights Agreement • August 5th, 2003 • Sunlink Health Systems Inc • Services-general medical & surgical hospitals, nec
THIS AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT (the “Amendment No. 1”) is made and entered into as of July 30, 2003 (“First Amendment Date”) by and between SUNLINK HEALTH SYSTEMS, INC. (“SunLink”), an Ohio corporation, and HEALTHMONT, INC. (“HealthMont” or the “Company”), a Tennessee corporation.
