INDENTURE SUPPLEMENT
NO. 1
This Indenture Supplement No. 1 (the "Supplement"), dated as of June 3,
1994, is among Marine Midland Bank, as Trustee, Charter Medical Corporation,
(the "Company"), the Guarantors listed in the Indenture, as defined below, and
Schizophrenia Treatment and Rehabilitation, Inc. All defined terms used in
this Supplement and not otherwise defined shall have the meanings ascribed to
such terms in the Indenture.
For and in consideration of the premises, the Company, the Guarantors and
the Trustee agree as follows:
1. Recital. This Supplement relates to the Indenture, dated as of
May 2, 1994, among the Company, the Guarantors listed therein and Marine
Midland Bank, with respect to the Company's 11 1/4% Senior Subordinated Notes
due 2004 (the "Indenture"). This Supplement is executed by the Trustee
pursuant to Section 10.01(5) of the Indenture.
2. Supplement. The Indenture is supplemented by adding Schizophrenia
Treatment and Rehabilitation, Inc., Subsidiary of the Company, as Guarantor,
pursuant to the provisions of Section 5.09 of the Indenture relating to
additional Guarantors. By executing this Supplement, Schizophrenia Treatment
and Rehabilitation, Inc. agrees that, effective as of the date first above
written, it is a Guarantor under the Indenture.
3. Miscellaneous.
(a) Instruments to be Read Together. This Indenture Supplement No.
1 is an indenture supplemental to the Indenture, and such Indenture, and this
Indenture Supplement No. 1 shall henceforth be read together.
(b) Confirmation. The Indenture as amended and supplemented by
this Indenture Supplement No. 1, is in all respects confirmed and preserved.
(c) Governing Law. This Indenture Supplement No. 1 shall be
construed in accordance with and governed by the laws of the State of New
York, without reference to principles of conflicts of law.
(d) Severability. Any provision of this Indenture Supplement No. 1
which is prohibited or unenforceable in any jurisdiction shall not invalidate
the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.
(e) Headings. Section, subsection and other headings used in this
Indenture Supplement No. 1 are for convenience only and shall not affect the
construction of this Indenture Supplement No. 1.
(f) Counterparts. This Indenture Supplement No. 1 may be executed
in any number of counterparts, each of which, when so executed in any number
of counterparts, shall be deemed to be an original and all of which taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Indenture
Supplement No. 1 to be duly executed as of the date and year first above
written.
MARINE MIDLAND BANK,
as Trustee
By: /s/ Frank J. Godino
Name: Frank J. Godino
Title: Asst. Corp. Trust Officer
Attest:
/s/ Richard G. Pittius
Name: Richard G. Pittius CHARTER MEDICAL CORPORATION
Title: Assistant Vice President
By: /s/ James R. Bedenbaugh
Name: James R. Bedenbaugh
Title: Treasurer
Attest:
/s/ Linton Newlin
Name: Linton Newlin
Title: Secretary
Each of the Guarantors listed
in the Indenture as listed in Exhibit A
By: /s/ Charlotte A. Sanford
Name: Charlotte A. Sanford
Title:Treasurer or as Director of
Attest: Charter Medical of England, Limited
Name: James R. Bedenbaugh
Title: Assistant Secretary
Schizophrenia Treatment and
Rehabilitation, Inc.
By: /s/ Charlotte A. Sanford
Name: Charlotte A. Sanford
Title: Treasurer
Attest:
/s/ James M. Filush
Name: James M. Filush
Title: Secretary
INDENTURE SUPPLEMENT
NO. 2
This Indenture Supplement No. 2 (the "Supplement"), dated as of July 15,
1994, is among Marine Midland Bank, as Trustee, Charter Medical Corporation,
(the "Company"), the Guarantors listed in the Indenture, as defined below, and
NEPA - New Hampshire, Inc. and NEPA - Massachusetts, Inc. All defined terms
used in this Supplement and not otherwise defined shall have the meanings
ascribed to such terms in the Indenture.
For and in consideration of the premises, the Company, the Guarantors and
the Trustee agree as follows:
1. Recital. This Supplement relates to the Indenture, dated as of
May 2, 1994, among the Company, the Guarantors listed therein and Marine
Midland Bank, with respect to the Company's 11 1/4% Senior Subordinated Notes
due 2004 (the "Indenture"). This Supplement is executed by the Trustee
pursuant to Section 10.01(5) of the Indenture.
2. Supplement. The Indenture is supplemented by adding NEPA - New
Hampshire, Inc. and NEPA - Massachusetts, Inc., Subsidiaries of the Company,
as Guarantors, pursuant to the provisions of Section 5.09 of the Indenture
relating to additional Guarantors. By executing this Supplement, NEPA - New
Hampshire, Inc. and NEPA - Massachusetts, Inc. agree that, effective as of the
date first above written, they are Guarantors under the Indenture.
3. Miscellaneous.
(a) Instruments to be Read Together. This Indenture Supplement No.
2 is an indenture supplemental to the Indenture, and such Indenture, and this
Indenture Supplement No. 2 shall henceforth be read together.
(b) Confirmation. The Indenture as amended and supplemented by
this Indenture Supplement No. 2, is in all respects confirmed and preserved.
(c) Governing Law. This Indenture Supplement No. 2 shall be
construed in accordance with and governed by the laws of the State of New
York, without reference to principles of conflicts of law.
(d) Severability. Any provision of this Indenture Supplement No. 2
which is prohibited or unenforceable in any jurisdiction shall not invalidate
the remaining provisions hereof, and any such prohibition or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such
provision in any other jurisdiction.
(e) Headings. Section, subsection and other headings used in this
Indenture Supplement No. 2 are for convenience only and shall not affect the
construction of this Indenture Supplement No. 2.
(f) Counterparts. This Indenture Supplement No. 2 may be executed
in any number of counterparts, each of which, when so executed in any number
of counterparts, shall be deemed to be an original and all of which taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Indenture
Supplement No. 2 to be duly executed as of the date and year first above
written.
MARINE MIDLAND BANK,
as Trustee
By: /s/ Frank J. Godino
Name: Frank J. Godino
Title: Asst. Corp. Trust Officer
Attest:
/s/ Richard G. Pittius
Name: Richard G. Pittius CHARTER MEDICAL CORPORATION
Title: Assistant Vice President
By: /s/ James R. Bedenbaugh
Name: James R. Bedenbaugh
Title: Treasurer
Attest:
/s/ Linton Newlin
Name: Linton Newlin
Title: Secretary
Each of the Guarantors listed
in the Indenture as listed in Exhibit A
By: /s/ Charlotte A. Sanford
Name: Charlotte A. Sanford
Title:Treasurer or as Director of
Attest: Charter Medical of England, Limited
Name: James R. Bedenbaugh
Title: Assistant Secretary
NEPA - New Hampshire, Inc.
By: /s/ Charlotte A. Sanford
Name: Charlotte A. Sanford
Title: Treasurer
Attest:
/s/ Linton C. Newlin
Name: Linton C. Newlin
Title: Secretary
NEPA - Massachusetts, Inc.
By: /s/ Charlotte A. Sanford
Name: Charlotte A. Sanford
Title: Treasurer
Attest:
/s/ Linton C. Newlin
Name: Linton C. Newlin
Title: Secretary