AMENDMENT NO. 1
TO
ASSET SALE AGREEMENT
(FIRST FACILITIES)
THIS AMENDMENT NO. 1 TO ASSET SALE AGREEMENT (FIRST
FACILITIES) (this "Amendment") is entered into as of the 12th day
of September 1994 by and between NATIONAL MEDICAL ENTERPRISES,
INC., a Nevada corporation ("Seller"), and CHARTER MEDICAL
CORPORATION, a Delaware corporation ("Buyer"), with reference to
the following facts:
A. Buyer and Seller are parties to that certain Asset Sale
Agreement (First Facilities) between them dated as of March 29,
1994 (the "Asset Sale Agreement").
B. Buyer and Seller wish to amend certain of the
provisions of the Asset Sale Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals
and the agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally
bound, do hereby agree as follows:
1. Defined Terms (Article 1). Unless otherwise defined in
this Amendment, all capitalized terms herein shall have the
meanings given to them in the Asset Sale Agreement.
2. Purchase Price (Section 2.5). The dollar amount set
forth in Section 2.5(a) of the Asset Sale Agreement is hereby
amended to read "Ninety-One Million One Hundred Thirty-Four
Thousand Dollars ($91,134,000)."
3. Allocation of Purchase Price (Section 2.7). The
Allocation Schedule set forth in Schedule 2.7, as modified in
accordance with the second sentence of Section 2.7, shall be
further modified, as to Facilities Nos. 35, 36 and 53 as set
forth in Schedule 2.7(A), attached hereto. The Allocation
Schedule for all purposes of the Asset Sale Agreement shall be
Schedule 2.7, as modified prior to the date hereof, and as
further modified by Schedule 2.7(A).
4. Termination (Section 10.1(b)). Section 10.1(b) of the
Asset Sale Agreement is hereby amended to add, after the last
sentence thereof, the following: "Notwithstanding the foregoing,
the Termination Date as to Facilities Nos. 35, 36 and 53 shall be
October 31, 1994."
5. Efficacy. This Amendment shall become effective upon
its execution, which may occur in one or more counterparts, each
of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Captions,
paragraph headings and introductory language used herein that do
not actually amend the Asset Sale Agreement are used herein for
convenience only, are not a part of the Asset Sale Agreement as
amended by this Amendment, and shall not be used in construing
the Asset Sale Agreement as amended by this Amendment. Each
reference to the Asset Sale Agreement in any Related Agreement,
whether or not accompanied by a reference to this Amendment,
shall be deemed a reference to the Asset Sale Agreement as
amended by this Amendment.
IN WITNESS WHEREOF, the parties have duly executed this
Amendment No. 1 to the Asset Sale Agreement as of the date first
above written.
Buyer:
CHARTER MEDICAL CORPORATION
By: /s/ Lawrence W. Drinkard
Name: Lawrence W. Drinkard
Title: Exec. V.P. and C.F.O.
Seller:
NATIONAL MEDICAL ENTERPRISES, INC.
By: /s/ Donald W. Thayer
Name: Donald W. Thayer
Title: Vice President
AMENDMENT NO. 1
TO
ASSET SALE AGREEMENT
(SUBSEQUENT FACILITIES)
THIS AMENDMENT NO. 1 TO ASSET SALE AGREEMENT (SUBSEQUENT
FACILITIES) (this "Amendment") is entered into as of the 12th day of
September 1994 by and between NATIONAL MEDICAL ENTERPRISES, INC., a
Nevada corporation ("Seller"), and CHARTER MEDICAL CORPORATION, a
Delaware corporation ("Buyer"), with reference to the following facts:
A. Buyer and Seller are parties to that certain Asset Sale
Agreement (Subsequent Facilities) between them dated as of March 29,
1994 (the "Asset Sale Agreement").
B. Buyer and Seller wish to amend certain of the provisions of
the Asset Sale Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and the
agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
1. Defined Terms (Article 1). Unless otherwise defined in this
Amendment, all capitalized terms herein shall have the meanings given to
them in the Asset Sale Agreement. The "Subsequent Facilities" or the
"Facilities", as set forth in Recital A of the Asset Sale Agreement
shall be limited to the following:
NME No. Name City State
4. Los Altos Hospital & Medical Center Long Beach CA
6. Yorba Hills Hospital and Mental
Health Center Yorba Linda CA
11. Bay Harbor Residential Treatment Center Largo FL
14. Medfield Hospital Largo FL
15. Laurel Heights Hospital Atlanta GA
17. Brawner Midtown Mental Health System Atlanta GA
18. Arbor Hospital of Greater Indianapolis Indianapolis IN
19. Jefferson Hospital Jeffersonville IN
37. Northbrooke Hospital Brown Deer WI
38. New Beginnings at Lakewood Lakewood CA
50. Fenwick Hall Johns Island SC
2. Purchase Price (Section 2.5). The dollar amount set forth in
Section 2.5(a) of the Asset Sale Agreement is hereby amended to read
"Thirty-One Million Sixty Thousand Dollars ($31,060,000)."
3. Allocation of Purchase Price (Section 2.7). The Allocation
Schedule set forth in Schedule 2.7, as modified prior to the date
hereof, shall be further modified as set forth in Schedule 2.7(A)
attached hereto. The Allocation Schedule for all purposes of the Asset
Sale Agreement shall be Schedule 2.7, as modified prior to the date
hereof, and as further modified by Schedule 2.7(A).
C. Efficacy. It is the intent of the parties hereto that
Section 1 of this Amendment shall operate to rescind the Asset Sale
Agreement as it relates to the following facilities which were
originally included in such Asset Sale Agreement:
NME No. Name City State
13. Laurel Oaks Hospital Orlando FL
16. Brawner South Mental Health System Stockbridge GA
32. MidSouth Hospital Memphis TN
34. Psychiatric Institute of Richmond Richmond VA
42. Brawner North Mental Health System Smyrna GA
59. Laurel Oaks Residential Treatment Center Orlando FL
This Amendment shall become effective upon its execution, which
may occur in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. Captions, paragraph headings and introductory language used
herein that do not actually amend the Asset Sale Agreement are used
herein for convenience only, are not a part of the Asset Sale Agreement
as amended by this Amendment, and shall not be used in construing the
Asset Sale Agreement as amended by this Amendment. Each reference to
the Asset Sale Agreement in any Related Agreement, whether or not
accompanied by a reference to this Amendment, shall be deemed a
reference to the Asset Sale Agreement as amended by this Amendment.
IN WITNESS WHEREOF, the parties have duly executed this Amendment
No. 1 to Asset Sale Agreement as of the date first above written.
Buyer:
CHARTER MEDICAL CORPORATION
By: /s/ Lawrence W. Drinkard
Name: Lawrence W. Drinkard
Title: Exec. V.P. and C.F.O.
Seller:
NATIONAL MEDICAL ENTERPRISES, INC.
By: /s/ Donald W. Thayer
Name: Donald W. Thayer
Title: Vice President
AMENDMENT NO. 2
TO
ASSET SALE AGREEMENT
(SUBSEQUENT FACILITIES)
THIS AMENDMENT NO. 2 TO ASSET SALE AGREEMENT (SUBSEQUENT
FACILITIES) (this "Amendment") is entered into as of the 29th day of
September 1994 by and between NATIONAL MEDICAL ENTERPRISES, INC., a
Nevada corporation ("Seller"), and CHARTER MEDICAL CORPORATION, a
Delaware corporation ("Buyer"), with reference to the following facts:
A. Buyer and Seller are parties to that certain Asset Sale
Agreement (Subsequent Facilities) between them dated as of March 29,
1994, as amended by that certain Amendment No. 1 to Asset Sale Agreement
(Subsequent Facilities) dated as of September 12, 1994 (the "Asset Sale
Agreement").
B. Buyer and Seller wish to amend further certain of the
provisions of the Asset Sale Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and the
agreements contained herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, do
hereby agree as follows:
1. Defined Terms (Article 1). Unless otherwise defined in this
Amendment, all capitalized terms herein shall have the meanings given to
them in the Asset Sale Agreement.
2. Buyer's Conditions to Closing (Section 8.5). Subsection
8.5(c)(ii)(C) is hereby amended by adding the following parenthetical
phrase immediately after the first use of the phrase "written agreement"
and immediately prior to the phrase "which would resolve."
(or if an agreement is required of only one
party, then such agency and such party)
3. Seller's Conditions to Closing (Section 9.5). Subsection
9.5(c)(ii)(C) is hereby amended by adding the following parenthetical
phrase immediately after the first use of the phrase "written agreement"
and immediately prior to the phrase "which would resolve:"
(or if an agreement is required of only one
party, then such agency and such party)
4. Termination (Section 10.1). The second sentence of Section
10.1(b) is hereby amended to read as follows:
The Termination Date for the First Closing shall
be September 1, 1994, unless on or prior to such
date there has been a "First Closing" under the
First Facilities Agreement, in which case, the
Termination Date for the First Closing under this
Agreement shall be October 15, 1994, and the
Termination Date for all other Closings under
this Agreement shall be October 31, 1994.
5. Efficacy. This Amendment shall become effective upon its
execution, which may occur in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute
one and the same instrument. Captions, paragraph headings and
introductory language used herein that do not actually amend the Asset
Sale Agreement are used herein for convenience only, are not a part of
the Asset Sale Agreement as amended by this Amendment, and shall not be
used in construing the Asset Sale Agreement as amended by this
Amendment. Each reference to the Asset Sale Agreement in any Related
Agreement, whether or not accompanied by a reference to this Amendment,
shall be deemed a reference to the Asset Sale Agreement as amended by
this Amendment.
IN WITNESS WHEREOF, the parties have duly executed this Amendment
No. 2 to Asset Sale Agreement as of the date first above written.
Buyer:
CHARTER MEDICAL CORPORATION
By: /s/ Lawrence W. Drinkard
Name: Lawrence W. Drinkard
Title: Exec. V.P. and C.F.O.
Seller:
NATIONAL MEDICAL ENTERPRISES, INC.
By: /s/ Donald W. Thayer
Name: Donald W. Thayer
Title: Vice President
AMENDMENT NO. 3
TO
ASSET SALE AGREEMENT
(SUBSEQUENT FACILITIES)
THIS AMENDMENT NO. 3 TO ASSET SALE AGREEMENT (SUBSEQUENT
FACILITIES) (this "Amendment") is entered into as of the 15th day
of November 1994 by and between NATIONAL MEDICAL ENTERPRISES,
INC., a Nevada corporation ("Seller"), and CHARTER MEDICAL
CORPORATION, a Delaware corporation ("Buyer"), with reference to
the following facts:
A. Buyer and Seller are parties to that certain Asset Sale
Agreement (Subsequent Facilities) between them dated as of March
29, 1994, as amended by that certain Amendment No. 1 to Asset
Sale Agreement (Subsequent Facilities) dated as of September 12,
1994 and by that certain Amendment No. 2 to Asset Sale Agreement
(Subsequent Facilities) dated as of September 29, 1994 (the
"Asset Sale Agreement").
B. Buyer and Seller wish to amend further certain of the
provisions of the Asset Sale Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals
and the agreements contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally
bound, do hereby agree as follows:
1. Defined Terms (Article 1). Unless otherwise defined in
this Amendment, all capitalized terms herein shall have the
meanings given to them in the Asset Sale Agreement.
2. Purchase Price (Section 2.5). In the first sentence of
Section 2.5, in clause "(a)," the amount of "Fifty-Two Million
Four Hundred Two Thousand Dollars ($52,402,000)" is hereby
deleted and the following is inserted in its place:
Twenty-Six Million Two Hundred Seventy
One Thousand Dollars ($26,271,000).
3. Termination (Section 10.1). The second sentence of
Section 10.1(b) is hereby amended to read as follows:
The Termination Date for the First Closing
shall be September 1, 1994, unless on or
prior to such date there has been a "First
Closing" under the First Facilities Agreement,
in which case, the Termination Date for all
Closings under this Agreement shall be
November 30, 1994.
4. Efficacy. This Amendment shall become effective upon
its execution, which may occur in one or more counterparts, each
of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Captions,
paragraph headings and introductory language used herein that do
not actually amend the Asset Sale Agreement are used herein for
convenience only, are not a part of the Asset Sale Agreement as
amended by this Amendment, and shall not be used in construing
the Asset Sale Agreement as amended by this Amendment. Each
reference to the Asset Sale Agreement in any Related Agreement,
whether or not accompanied by a reference to this Amendment,
shall be deemed a reference to the Asset Sale Agreement as
amended by this Amendment.
IN WITNESS WHEREOF, the parties have duly executed this
Amendment No. 3 to Asset Sale Agreement (Subsequent Facilities)
as of the date first above written.
Buyer:
CHARTER MEDICAL CORPORATION
BY: /s/ Lawrence W. Drinkard
Name: Lawrence W. Drinkard
Title: Exec. V.P. and C.F.O.
Seller:
NATIONAL MEDICAL ENTERPRISES, INC.
BY: /s/ Donald W. Thayer
Name: Donald W. Thayer
Title: Vice President