STOCK PURCHASE AGREEMENT
STOCK PURCHASE AGREEMENT dated as of September 7, 1995 by and between ▇▇▇▇
▇▇▇▇▇▇ Holdings Pty. Limited, an Australian corporation (the "Buyer"), and
Ramsay Health Care, Inc., a Delaware corporation (the "Seller").
W I T N E S S E T H:
WHEREAS, the Buyer desires to purchase 266,667 shares of common stock, $.01
par value ("Common Stock"), of the Seller (the "Shares"), and the Seller desires
to issue and sell to the Buyer, for the consideration hereinafter provided, the
Shares.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements hereinafter set forth, the parties hereto hereby agree as
follows:
SECTION I
PURCHASE AND SALE OF THE SHARES
A. Purchase and Sale of the Shares. Subject to the terms and conditions of
this Agreement and on the basis of the representations, warranties, covenants
and agreements herein contained, the Seller hereby agrees to sell, issue and
convey to the Buyer on the Closing Date (as hereinafter defined), and the Buyer
hereby agrees to purchase, acquire and accept from the Seller on the Closing
Date, the Shares.
B. Purchase Price. The Buyer hereby agrees, subject to an in accordance with
the terms and conditions hereof, to pay to the Seller on the Closing Date, upon
receipt of the certificate referred to in paragraph C of this Section I, the sum
of $1,000,001.25, representing a purchase price of $3.75 per share of Common
Stock (the "Purchase Price"), payable in cash by certified or official bank
check or direct bank wire transfer of immediately available funds to a bank
account or accounts to be designated by the Seller.
C. Delivery of the Shares. Delivery of the Shares shall be made by the
Seller to the Buyer on the Closing Date by delivering a certificate of the
Seller representing 266,667 shares of Common Stock of the Seller registered in
the name of the Buyer, such certificate to be
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accompanied by any requisite documentary or stock transfer taxes.
D. The Closing. The closing of the sale of the Shares to the Buyer shall
occur on October 16, 1995 (the "Closing Date"), or on such other date as shall
be mutually agreed to between the Seller and the Buyer.
SECTION II
REPRESENTATIONS AND WARRANTIES
OF THE SELLER
The Seller hereby represents and warrants to the Buyer, as of the date
hereof and as of the Closing Date, that:
A. Organization; Good Standing. The Seller is a corporation duly organized,
validly existing and in good standing under the laws of its jurisdiction of
incorporation and has full corporate power and authority to own its properties
and to conduct the businesses in which it is now engaged.
B. Authority. The Seller has full corporate power and authority to execute
and deliver this Agreement and to perform all of its obligations hereunder, and
no consent or approval of any other person or governmental authority is required
therefor. The execution and delivery of this Agreement by the Seller, the
performance by the Seller of its covenants and agreements hereunder and the
consummation by the Seller of the transactions contemplated hereby have been
duly authorized by all necessary corporate action. This Agreement constitutes a
valid and legally binding obligation of the Seller, enforceable against the
Seller in accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency or other similar laws of general application
relating to or affecting the enforcement of creditors' rights or by general
principles of equity.
C. No Legal Bar; Conflicts. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated hereby,
violates any provision of the Certificate of Incorporation or By-Laws of the
Seller or any law, statute, ordinance, regulation, order, judgment or decree of
any court or governmental agency, or conflicts with or results in any breach of
any of the terms of or constitutes a default under or results in the termination
of or the creation of any lien
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pursuant to the terms of any contract or agreement to which the Seller is a
party or by which the Seller or any of its assets is bound.
D. Authorization of Shares. The Shares being purchased by the Buyer
hereunder have been duly and validly authorized and, upon delivery of the
certificate representing ownership by the Buyer of the Shares as herein
provided, for the consideration herein provided, such Shares will be duly and
validly issued, fully paid and nonassessable.
SECTION III
REPRESENTATIONS AND WARRANTIES
OF THE BUYER
The Buyer hereby represents and warrants to the Seller, as of the date
hereof and as of the Closing Date, that:
A. Authority. The Buyer has full corporate power and authority to execute
and deliver this Agreement and to perform all of its obligations hereunder, and
no consent or approval of any other person or governmental authority is required
therefor. The execution and delivery of this Agreement by the Buyer, the
performance by the Buyer of its covenants and agreements hereunder and the
consummation by the Buyer of the transactions contemplated hereby have been duly
authorized by all necessary corporate action. This Agreement constitutes a valid
and legally binding obligation of the Buyer, enforceable against the Buyer in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency or other similar laws of general application relating to
or affecting the enforcement of creditors' rights or by general principles of
equity.
B. No Legal Bar; Conflicts. Neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated hereby,
violates any law, statute, ordinance, regulation, order, judgment or decree of
any court or governmental agency, or conflicts with or results in any breach of
any of the terms of or constitutes a default under or results in the termination
of or the creation of any lien pursuant to the terms of any contract or
agreement to which the Buyer is a party or by which the Buyer or any of its
assets is bound.
C. Investment in the Seller.
(i) The Buyer understands that the Seller proposes to issue and deliver
to the Buyer the Shares pursuant to this Agreement without compliance with the
registration requirements of the Securities Act of 1933, as amended (the
"Securities Act"); that for such purpose the Seller will rely upon the
representations and warranties of the Buyer contained herein; and that such
non-compliance with registration is not permissible unless such representations
and warranties are correct.
(ii) The Buyer understands that, under existing rules of the Securities
and Exchange Commission (the "SEC"), the Buyer may be unable to sell the Shares
except to the extent that the Shares may be sold (i) pursuant to an effective
registration statement covering such sale pursuant to the Securities Act and
applicable state securities laws or an applicable exemption therefrom or (ii) in
a bona fide private placement to a purchaser who shall be subject to the same
restrictions on any resale or (iii) subject to the restrictions contained in
Rule 144 under the Securities Act ("Rule 144").
(iii) The Buyer is not relying on the Seller respecting the financial,
tax and other economic considerations of an investment in the Common Stock, and
the Buyer has relied on the advice of, or has consulted with, only its own
advisors.
(iv) The Buyer is familiar with the provisions of Rule 144 and the
limitations upon the availability and applicability of such rule.
(v) The Buyer is a sophisticated investor familiar with the type of risks
inherent in the acquisition of restricted securities such as the Shares and its
financial position is such that it can afford to retain the Shares for an
indefinite period of time without realizing any direct or indirect cash return
on its investment.
(vi) The Buyer has such knowledge and experience in financial, tax and
business matters so as to enable the Buyer to utilize the information made
available to the Buyer in connection with the issuance of the Shares to the
Buyer and to evaluate the merits and risks of an investment in the Shares and to
make an informed investment decision with respect thereto.
(vii) The Buyer is purchasing the Shares as an investment for its sole
account, and without any present view towards the resale or other distribution
thereof.
D. Legend. Each certificate representing Shares shall contain upon its face
or upon the reverse side thereof a legend to the following effect:
"These securities have not been registered under the Securities Act of
1933, as amended, or qualified under state securities laws and may not
be sold, pledged, or otherwise transferred unless (a) covered by an
effective registration statement under the Securities Act of 1933, as
amended, and qualified under applicable state securities laws, or (b)
the Corporation has been furnished with an opinion of counsel
acceptable to the Corporation to the effect that no registration or
qualification is legally required for such transfer."
SECTION IV
CONDITIONS TO THE SELLER'S OBLIGATION TO CLOSE
The obligation of the Seller to sell the Shares and otherwise to consummate
the transactions contemplated by this Agreement on the Closing Date is subject
to the following conditions precedent, any or all of which may be waived by the
Seller in the Seller's sole discretion, and each of which the Buyer hereby
agrees to use its reasonable best efforts to satisfy at or prior to the Closing:
A. Representations, Warranties and Covenants. The representations and
warranties of the Buyer contained herein shall be true and correct at and as of
the Closing Date with the same effect as though all such representations and
warranties were made at and as of the Closing Date and the Buyer shall have
complied with all of its covenants and agreements contained herein required to
be complied with on or prior to the Closing Date.
B. No Litigation. No action, suit, proceeding, writ, judgment, injunction,
decree or similar order of any governmental entity, authority or agency or of
any other third party restraining, enjoining or otherwise preventing the
consummation of any of the transactions contemplated by this Agreement, or
seeking to obtain any damages or any other relief as a result of this Agreement
or any of the transactions contemplated hereby, shall be pending or threatened.
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C. Approvals. All governmental, corporate and other third party filings,
consents, authorizations and approvals (if any) that are required for the
consummation of the transactions contemplated hereby shall have been duly made
and obtained in form and substance reasonably satisfactory to the Seller.
SECTION V
CONDITIONS TO THE BUYER'S OBLIGATION TO CLOSE
The obligation of the Buyer to purchase the Shares and otherwise to
consummate the transactions contemplated by this Agreement on the Closing Date
is subject to the following conditions precedent, any or all of which may be
waived by the Buyer in its sole discretion, and each of which the Seller hereby
agrees to use its reasonable best efforts to satisfy at or prior to the Closing:
A. Representations, Warranties and Covenants. The representations and
warranties of the Seller contained herein shall be true and correct at and as of
the Closing Date with the same effect as though all such representations and
warranties were made at and as of the Closing Date and the Seller shall have
complied with all of its covenants and agreements contained herein required to
be complied with on or prior to the Closing Date.
B. No Litigation. No action, suit, proceeding, writ, judgment, injunction,
decree or similar order of any governmental entity, authority or agency or of
any other third party restraining, enjoining or otherwise preventing the
consummation of any of the transactions contemplated by this Agreement, or
seeking to obtain any damages or any other relief as a result of this Agreement
or any of the transactions contemplated hereby, shall be pending or threatened.
C. Approvals. All governmental, corporate and other third party filings,
consents, authorizations and approvals (if any) that are required for the
consummation of the transactions contemplated hereby will have been duly made
and obtained in form and substance reasonably satisfactory to the Buyer.
D. No Restrictions on Management Fees. All conditions and other restrictions
on the payment of Ramsay Management Fees (as defined below) by the Seller set
forth in paragraph 2 under the caption "New and Amended Covenants"
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in the Extension Request and Amendment - Proposed Terms and Conditions delivered
to the Seller by Societe Generale, New York Branch, under its cover letter of
June 28, 1995, shall have been withdrawn, by means of documentation in form and
substance satisfactory to the Buyer, and no other restriction or condition to
the payment of Ramsay Management Fees (as defined in the Credit Agreement dated
as of May 15, 1993 (the "Credit Agreement"), among the Seller, certain
subsidiaries of the Seller, Societe Generale, New York Branch, First Union
National Bank of North Carolina and Hibernia Bank) shall exist, including under
the Credit Agreement (or any amendment, modification or supplement thereof) or
under any other agreement or document to which the Seller is a party, other than
any restrictions in effect on the date hereof and set forth in the Credit
Agreement, the Life Company Indenture (as defined in the Credit Agreement) and
the Ramsay Management Fee Subordination Agreement (as defined in the Credit
Agreement).
SECTION VI
MISCELLANEOUS
A. Notices. All notices, requests or instructions hereunder shall be in
writing and delivered personally, by telecopy or sent by registered or certified
mail, postage prepaid, as follows:
(1) if to the Buyer:
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇
Telecopy: (▇▇▇) ▇▇-▇-▇▇▇-▇▇▇▇
(2) if to the Seller:
One Poydras Plaza
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: President
Telecopy No.: (▇▇▇) ▇▇▇-▇▇▇▇
Any of the above addresses may be changed at any time by notice given as
provided above; provided, however, that any such notice of change of address
shall be effective only upon receipt. All notices, requests or instructions
given in accordance herewith shall be deemed received on the date
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of delivery, if hand delivered or delivered by telecopy, and five days after the
date of mailing, if mailed.
B. Survival of Representations. Each representation, warranty, covenant and
agreement of the parties hereto herein contained shall survive the execution of
this Agreement, notwithstanding any investigation at any time made by or on
behalf of any party hereto.
C. Entire Agreement. This Agreement and the documents referred to herein
contain the entire agreement between the parties hereto with respect to the
transactions contemplated hereby, and no modification hereof shall be effective
unless in writing and signed by the party against which it is sought to be
enforced.
D. Assignment. This Agreement shall not be assignable by the Seller or the
Buyer except pursuant to a writing executed by each of the parties hereto;
provided that the Buyer may assign any of its rights hereunder to any affiliate
of the Buyer which agrees to be bound by all of the obligations of the Buyer
hereunder or to any lender in connection with any financing transaction entered
into by the Buyer or any of its affiliates.
E. Invalidity, Etc. If any provision of this Agreement, or the application
of any such provision to any person or circumstance, shall be held invalid by a
court of competent jurisdiction, the remainder of this Agreement, or the
application of such provision to persons or circumstances other than those as to
which it is held invalid, shall not be affected thereby.
F. Expenses. Except as expressly set forth herein, each of the parties
hereto shall bear such party's own expenses in connection with this Agreement
and the transactions contemplated hereby.
G. Headings. The headings of this Agreement are for convenience of reference
only and are not part of the substance of this Agreement.
H. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
I. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Delaware applicable in the case of
agreements made and to be performed entirely within such State.
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J. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument.
K. Third Party Beneficiary. This Agreement shall not create any rights in
favor of any person not a party hereto.
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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the date first above written.
▇▇▇▇ ▇▇▇▇▇▇ HOLDINGS PTY. LIMITED
By: /s/ [Signature appears here]
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Name:
Title: Director
RAMSAY HEALTH CARE, INC.
By: /s/ [Signature appears here]
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Name:
Title: President
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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the date first above written.
▇▇▇▇ ▇▇▇▇▇▇ HOLDINGS PTY. LIMITED
By:
-----------------------------------
Name:
Title:
RAMSAY HEALTH CARE, INC.
By: /s/ [Signature appears here]
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Name:
Title: President