POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints E. Mac Crawford,
Lawrence W. Drinkard and John R. Day, and each of them, his true
and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, in any and all capacities,
to sign the Registration Statement to which this power of attorney
is attached, to sign all amendments (including post-effective
amendments) to the Registration Statement to which this power of
attorney is attached, and to file such Registration Statement, all
those amendments, and exhibits to them and other documents to be
filed in connection with them, with the Securities and Exchange
Commission.
Signature Title Date
--------- ----- ----
/s/ E. Mac Crawford President, Chairman of May 18, 1994
- ------------------------ the Board of Directors and
(E. Mac Crawford) Chief Executive Officer
/s/ Lawrence W. Drinkard Executive Vice President- May 18, 1994
- ------------------------ Finance (Chief Financial
(Lawrence W. Drinkard) Officer)
/s/ John R. Day Vice President and May 18, 1994
- ------------------------ Controller (Principal
(John R. Day) Accounting Officer)
/s/ Edwin M. Banks Director May 18, 1994
- ------------------------
(Edwin M. Banks)
/s/ Andre C. Dimitriadis Director May 18, 1994
- ------------------------
(Andre C. Dimitriadis)
/s/ Raymond H. Kiefer Director May 18, 1994
- ------------------------
(Raymond H. Kiefer)
/s/ Gerald L. McManis Director May 13, 1994
- ------------------------
(Gerald L. McManis)
POWER OF ATTORNEY
The undersigned director or officer or both, as the case may be, of each of the
corporations listed on Exhibit A hereto (singularly, the "Company" and together,
the "Companies"), serving in the capacities listed opposite the name of each
Company on Exhibit A hereto, hereby constitutes and appoints Charlotte A.
Sanford, Lawrence W. Drinkard, and John R. Day his true and lawful attorneys and
agents, each with full power to act without the others and each of said
attorneys having full power of substitution and resubstitution, to do any and
all acts and things and to execute in his name, place or stead in his capacity
as an officer or director or both of each of the Companies, any and all
instruments which they may deem necessary or advisable to enable each Company to
comply with the Securities Act of 1933, as amended, and the Trust Indenture Act
of 1939, as amended (collectively, the "Acts") and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing under the Acts of all such registration statements,
amendments, post-effective amendments or supplements thereto, and any new or
revised prospectuses, as may be necessary or desirable in connection with the
registration of $375,000,000 aggregate principal amount of 11 1/4% Senior
Subordinated Notes due 2004 of Charter Medical Corporation, and the guarantees
thereof by the Companies, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as an officer or director or both of each of the
Companies to all such registration statements, amendments, post-effective
amendments or supplements thereto, and any new or revised prospectuses; and the
undersigned hereby ratifies and approves the acts of said attorneys and each of
them.
IN WITNESS WHEREOF, the undersigned director or officer or both, as the
case may be, of each of the Companies listed on Exhibit A hereof, has executed
this instrument on this 18th day of May, 1994.
/s/ W. Stephen Love
-------------------------------
W. Stephen Love
EXHIBIT A
POWER OF ATTORNEY
W. STEPHEN LOVE
Ambulatory Resources, Inc..................................... President
Atlanta MOB, Inc.............................................. President
Charter Community Hospital of Des Moines, Inc................. President
Charter Financial Offices, Inc................................ President
Charter Medical - Cleveland, Inc.............................. President
Charter Northside Hospital, Inc............................... President
Charter Regional Medical Center, Inc.......................... President
Desert Springs Hospital, Inc.................................. President
Gwinnett Immediate Care Center, Inc........................... President
Holcomb Bridge Immediate Care Center, Inc..................... President
Metropolitan Hospital, Inc.................................... President
Middle Georgia Hospital, Inc.................................. President
Rivoli, Inc................................................... President
Shallowford Community Hospital, Inc........................... President
Stuart Circle Hospital Corporation............................ President
POWER OF ATTORNEY
The undersigned director or officer or both, as the case may be, of each of the
corporations listed on Exhibit A hereto (singularly, the "Company" and together,
the "Companies"), serving in the capacities listed opposite the name of each
Company on Exhibit A hereto, hereby constitutes and appoints Charlotte A.
Sanford, Lawrence W. Drinkard, and John R. Day his true and lawful attorneys and
agents, each with full power to act without the others and each of said
attorneys having full power of substitution and resubstitution, to do any and
all acts and things and to execute in his name, place or stead in his capacity
as an officer or director or both of each of the Companies, any and all
instruments which they may deem necessary or advisable to enable each Company to
comply with the Securities Act of 1933, as amended, and the Trust Indenture Act
of 1939, as amended (collectively, the "Acts") and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing under the Acts of all such registration statements,
amendments, post-effective amendments or supplements thereto, and any new or
revised prospectuses, as may be necessary or desirable in connection with the
registration of $375,000,000 aggregate principal amount of 11 1/4% Senior
Subordinated Notes due 2004 of Charter Medical Corporation, and the guarantees
thereof by the Companies, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as an officer or director or both of each of the
Companies to all such registration statements, amendments, post-effective
amendments or supplements thereto, and any new or revised prospectuses; and the
undersigned hereby ratifies and approves the acts of said attorneys and each of
them.
IN WITNESS WHEREOF, the undersigned director or officer or both,
as the case may be, of each of the Companies listed on Exhibit A hereof, has
executed this instrument on this 12th day of May, 1994.
/s/ Vernon S. Westrich
-------------------------------
Vernon S. Westrich
EXHIBIT A
POWER OF ATTORNEY
VERNON S. WESTRICH
Charter Beacon Behavioral Health System, Inc.................. President
Charter Behavioral Health System of Chicago, Inc.............. President
Charter Behavioral Health System of Columbia, Inc............. President
Charter Behavioral Health System of Kansas City, Inc.......... President
Charter Behavioral Health System of Northwest Arkansas, Inc... President
Charter Behavioral Health System of Northwest Indiana, Inc.... President
Charter Behavioral Health System of Paducah, Inc.............. President
Charter Behavioral Health System of Toledo, Inc............... President
Charter Contract Services, Inc................................ President
Charter Indianapolis Behavioral Health System, Inc............ President
Charter Lafayette Behavioral Health System, Inc............... President
Charter Little Rock Behavioral Health System, Inc............. President
Charter Louisville Behavioral Health System, Inc.............. President
Charter Milwaukee Behavioral Health System, Inc............... President
Charter Ridge Behavioral Health System, Inc................... President
Charter Sioux Falls Behavioral Health System, Inc............. President
Charter South Bend Behavioral Health System, Inc.............. President
Charter Terre Haute Behavioral Health System, Inc............. President
Charter Wichita Behavioral Health System, Inc................. President
Charterton/LaGrange, Inc...................................... President
POWER OF ATTORNEY
The undersigned director or officer or both, as the case may be, of each of the
corporations listed on Exhibit A hereto (singularly, the "Company" and together,
the "Companies"), serving in the capacities listed opposite the name of each
Company on Exhibit A hereto, hereby constitutes and appoints Charlotte A.
Sanford, Lawrence W. Drinkard, and John R. Day his true and lawful attorneys and
agents, each with full power to act without the others and each of said
attorneys having full power of substitution and resubstitution, to do any and
all acts and things and to execute in his name, place or stead in his capacity
as an officer or director or both of each of the Companies, any and all
instruments which they may deem necessary or advisable to enable each Company to
comply with the Securities Act of 1933, as amended, and the Trust Indenture Act
of 1939, as amended (collectively, the "Acts") and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing under the Acts of all such registration statements,
amendments, post-effective amendments or supplements thereto, and any new or
revised prospectuses, as may be necessary or desirable in connection with the
registration of $375,000,000 aggregate principal amount of 11 1/4% Senior
Subordinated Notes due 2004 of Charter Medical Corporation, and the guarantees
thereof by the Companies, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as an officer or director or both of each of the
Companies to all such registration statements, amendments, post-effective
amendments or supplements thereto, and any new or revised prospectuses; and the
undersigned hereby ratifies and approves the acts of said attorneys and each of
them.
IN WITNESS WHEREOF, the undersigned director or officer or both,
as the case may be, of each of the Companies listed on Exhibit A hereof, has
executed this instrument on this 18th day of May, 1994.
/s/ Margie M. Smith
-------------------------------
Margie M. Smith
EXHIBIT A
POWER OF ATTORNEY
MARGIE M. SMITH
Charter Alvarado Behavioral Health System, Inc................ Director
Charter Appalachian Hall Behavioral Health System, Inc........ Director
Charter Arbor Indy Behavioral Health System, Inc.............. Director
Charter Bay Harbor Behavioral Health System, Inc.............. Director
Charter Behavioral Health System of Atlanta, Inc.............. Director
Charter Behavioral Health System of Baywood, Inc.............. Director
Charter Behavioral Health System of Bradenton, Inc............ Director
Charter Behavioral Health System of Canoga Park, Inc.......... Director
Charter Behavioral Health System of Chula Vista, Inc.......... Director
Charter Behavioral Health System of Evansville, Inc........... Director
Charter Behavioral Health System at Fair Oaks, Inc............ Director
Charter Behavioral Health System at Hidden Brook, Inc......... Director
Charter Behavioral Health System of Jefferson, Inc............ Director
Charter Behavioral Health System of Lafayette, Inc............ Director
Charter Behavioral Health System of Lakewood, Inc............. Director
Charter Behavioral Health System at Los Altos, Inc............ Director
Charter Behavioral Health System of Michigan City, Inc........ Director
Charter Behavioral Health System of Nashua, Inc............... Director
Charter Behavioral Health System at Potomac Ridge, Inc........ Director
Charter Behavioral Health System of Rockford, Inc............. Director
Charter Behavioral Health System of San Jose, Inc............. Director
Charter Behavioral Health System of Texarkana, Inc............ Director
Charter Behavioral Health System of Tucson, Inc............... Director
Charter Behavioral Health System of Virginia Beach, Inc....... Director
Charter Behavioral Health System of Visalia, Inc.............. Director
Charter Behavioral Health System at Warwick Manor, Inc........ Director
Charter Behavioral Health System of Washington, D.C., Inc..... Director
Charter Behavioral Health System of Waverly, Inc.............. Director
Charter Behavioral Health System of Yorba Linda, Inc.......... Director
Charter Brawner Behavioral Health System, Inc................. Director
Charter Canyon Springs Behavioral Health System, Inc.......... Director
Charter Centennial Peaks Behavioral Health System, Inc........ Director
Charter Cove Forge Behavioral Health System, Inc.............. Director
Charter Crescent Pines Behavioral Health System, Inc.......... Director
Charter Fairbridge Behavioral Health System, Inc.............. Director
Charter Fenwick Hall Behavioral Health System, Inc............ Director
Charter Lakehurst Behavioral Health System, Inc............... Director
Charter Laurel Heights Behavioral Health System, Inc.......... Director
Charter Laurel Oaks Behavioral Health System, Inc............. Director
Charter Linden Oaks Behavioral Health System, Inc............. Director
Charter Meadows Behavioral Health System, Inc................. Director
Charter Medfield Behavioral Health System, Inc................ Director
Charter Mid-South Behavioral Health System, Inc............... Director
Charter Northbrooke Behavioral Health System, Inc............. Director
Charter Richmond Behavioral Health System, Inc................ Director
Charter Serenity Lodge Behavioral Health System, Inc.......... Director
Charter Springwood Behavioral Health System, Inc.............. Director
Charter Tidewater Behavioral Health System, Inc............... Director
Charter White Oak Behavioral Health System, Inc............... Director
Page 2
POWER OF ATTORNEY
The undersigned director or officer or both, as the case may be, of each of the
corporations listed on Exhibit A hereto (singularly, the "Company" and together,
the "Companies"), serving in the capacities listed opposite the name of each
Company on Exhibit A hereto, hereby constitutes and appoints Charlotte A.
Sanford, Lawrence W. Drinkard, and John R. Day his true and lawful attorneys and
agents, each with full power to act without the others and each of said
attorneys having full power of substitution and resubstitution, to do any and
all acts and things and to execute in his name, place or stead in his capacity
as an officer or director or both of each of the Companies, any and all
instruments which they may deem necessary or advisable to enable each Company to
comply with the Securities Act of 1933, as amended, and the Trust Indenture Act
of 1939, as amended (collectively, the "Acts") and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing under the Acts of all such registration statements,
amendments, post-effective amendments or supplements thereto, and any new or
revised prospectuses, as may be necessary or desirable in connection with the
registration of $375,000,000 aggregate principal amount of 11 1/4% Senior
Subordinated Notes due 2004 of Charter Medical Corporation, and the guarantees
thereof by the Companies, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as an officer or director or both of each of the
Companies to all such registration statements, amendments, post-effective
amendments or supplements thereto, and any new or revised prospectuses; and the
undersigned hereby ratifies and approves the acts of said attorneys and each of
them.
IN WITNESS WHEREOF, the undersigned director or officer or both,
as the case may be, of each of the Companies listed on Exhibit A hereof, has
executed this instrument on this 18th day of May, 1994.
/s/ Lawrence W. Drinkard
-------------------------------
Lawrence W. Drinkard
EXHIBIT A
POWER OF ATTORNEY
LAWRENCE W. DRINKARD
Charter Alvarado Behavioral Health System, Inc................ President
Charter Appalachian Behavioral Health System, Inc............. President
Charter Arbor Indy Behavioral Health System, Inc.............. President
Charter Bay Harbor Behavioral Health System, Inc.............. President
Charter Behavioral Health System at Fair Oaks, Inc............ President
Charter Behavioral Health System at Hidden Brook, Inc......... President
Charter Behavioral Health System at Los Altos, Inc............ President
Charter Behavioral Health System at Potomac Ridge, Inc........ President
Charter Behavioral Health System at Warwick Manor, Inc........ President
Charter Behavioral Health System of Baywood, Inc.............. President
Charter Behavioral Health System of Bradenton, Inc............ President
Charter Behavioral Health System of Canoga Park, Inc.......... President
Charter Behavioral Health System of Chula Vista, Inc.......... President
Charter Behavioral Health System of Evansville, Inc........... President
Charter Behavioral Health System of Jefferson, Inc............ President
Charter Behavioral Health System of Lafayette, Inc............ President
Charter Behavioral Health System of Lakewood, Inc............. President
Charter Behavioral Health System of Michigan City, Inc........ President
Charter Behavioral Health System of Nashua, Inc............... President
Charter Behavioral Health System of Rockford, Inc............. President
Charter Behavioral Health System of San Jose, Inc............. President
Charter Behavioral Health System of Texarkana, Inc............ President
Charter Behavioral Health System of Tucson, Inc............... President
Charter Behavioral Health System of Virginia Beach, Inc....... President
Charter Behavioral Health System of Visalia, Inc.............. President
Charter Behavioral Health System of Washington, D.C., Inc..... President
Charter Behavioral Health System of Waverly, Inc.............. President
Charter Behavioral Health System of Yorba Linda, Inc.......... President
Charter Behavioral Health Systems of Atlanta, Inc............. President
Charter Brawner Behavioral Health System, Inc................. President
Charter Canyon Springs Behavioral Health System, Inc.......... President
Charter Centennial Peaks Behavioral Health System, Inc........ President
Charter Cove Forge Behavioral Health System, Inc.............. President
Charter Crescent Pines Behavioral Health System, Inc.......... President
Charter Fairbridge Behavioral Health System, Inc.............. President
Charter Fenwick Hall Behavioral Health System, Inc............ President
Charter Hospital of St. Louis, Inc............................ President
Charter Lakehurst Behavioral Health System, Inc............... President
Charter Laurel Heights Behavioral Health System, Inc.......... President
Charter Laurel Oaks Behavioral Health System, Inc............. President
Charter Linden Oaks Behavioral Health System, Inc............. President
Charter Meadows Behavioral Health System, Inc................. President
Charter Medfield Behavioral Health System, Inc................ President
Charter Mid-South Behavioral Health System, Inc............... President
Charter Northbrooke Behavioral Health System, Inc............. President
Charter Richmond Behavioral Health System, Inc................ President
Charter Serenity Lodge Behavioral Health System, Inc.......... President
Charter Springwood Behavioral Health System, Inc.............. President
Charter Tidewater Behavioral Health System, Inc............... President
Charter White Oak Behavioral Health System, Inc............... President
POWER OF ATTORNEY
The undersigned director or officer or both, as the case may be, of each of the
corporations listed on Exhibit A hereto (singularly, the "Company" and together,
the "Companies"), serving in the capacities listed opposite the name of each
Company on Exhibit A hereto, hereby constitutes and appoints Charlotte A.
Sanford, Lawrence W. Drinkard, and John R. Day his true and lawful attorneys and
agents, each with full power to act without the others and each of said
attorneys having full power of substitution and resubstitution, to do any and
all acts and things and to execute in his name, place or stead in his capacity
as an officer or director or both of each of the Companies, any and all
instruments which they may deem necessary or advisable to enable each Company to
comply with the Securities Act of 1933, as amended, and the Trust Indenture Act
of 1939, as amended (collectively, the "Acts") and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing under the Acts of all such registration statements,
amendments, post-effective amendments or supplements thereto, and any new or
revised prospectuses, as may be necessary or desirable in connection with the
registration of $375,000,000 aggregate principal amount of 11 1/4% Senior
Subordinated Notes due 2004 of Charter Medical Corporation, and the guarantees
thereof by the Companies, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as an officer or director or both of each of the
Companies to all such registration statements, amendments, post-effective
amendments or supplements thereto, and any new or revised prospectuses; and the
undersigned hereby ratifies and approves the acts of said attorneys and each of
them.
IN WITNESS WHEREOF, the undersigned director or officer or both,
as the case may be, of each of the Companies listed on Exhibit A hereof, has
executed this instrument on this 18th day of May, 1994.
/s/ Jim R. Johnson
-------------------------------
Jim R. Johnson
EXHIBIT A
POWER OF ATTORNEY
JIM R. JOHNSON
Charter Behavioral Health System of Fort Worth, Inc........... President
Charter Plains Behavioral Health System, Inc.................. President
POWER OF ATTORNEY
The undersigned director or officer or both, as the case may be, of each of the
corporations listed on Exhibit A hereto (singularly, the "Company" and together,
the "Companies"), serving in the capacities listed opposite the name of each
Company on Exhibit A hereto, hereby constitutes and appoints Charlotte A.
Sanford, Lawrence W. Drinkard, and John R. Day his true and lawful attorneys and
agents, each with full power to act without the others and each of said
attorneys having full power of substitution and resubstitution, to do any and
all acts and things and to execute in his name, place or stead in his capacity
as an officer or director or both of each of the Companies, any and all
instruments which they may deem necessary or advisable to enable each Company to
comply with the Securities Act of 1933, as amended, and the Trust Indenture Act
of 1939, as amended (collectively, the "Acts") and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing under the Acts of all such registration statements,
amendments, post-effective amendments or supplements thereto, and any new or
revised prospectuses, as may be necessary or desirable in connection with the
registration of $375,000,000 aggregate principal amount of 11 1/4% Senior
Subordinated Notes due 2004 of Charter Medical Corporation, and the guarantees
thereof by the Companies, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as an officer or director or both of each of the
Companies to all such registration statements, amendments, post-effective
amendments or supplements thereto, and any new or revised prospectuses; and the
undersigned hereby ratifies and approves the acts of said attorneys and each of
them.
IN WITNESS WHEREOF, the undersigned director or officer or both,
as the case may be, of each of the Companies listed on Exhibit A hereof, has
executed this instrument on this 13th day of May, 1994.
/s/ William H. Freeman, Jr.
-------------------------------
William H. Freeman, Jr.
EXHIBIT A
POWER OF ATTORNEY
WILLIAM H. FREEMAN, JR.
Charter Medical - New York, Inc............................... President
Charter Medical of Orange County, Inc......................... President
Charter Psychiatric Hospitals, Inc............................ President
Mandarin Meadows, Inc......................................... President
POWER OF ATTORNEY
The undersigned director or officer or both, as the case may be, of each of the
corporations listed on Exhibit A hereto (singularly, the "Company" and together,
the "Companies"), serving in the capacities listed opposite the name of each
Company on Exhibit A hereto, hereby constitutes and appoints Charlotte A.
Sanford, Lawrence W. Drinkard, and John R. Day his true and lawful attorneys and
agents, each with full power to act without the others and each of said
attorneys having full power of substitution and resubstitution, to do any and
all acts and things and to execute in his name, place or stead in his capacity
as an officer or director or both of each of the Companies, any and all
instruments which they may deem necessary or advisable to enable each Company to
comply with the Securities Act of 1933, as amended, and the Trust Indenture Act
of 1939, as amended (collectively, the "Acts") and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing under the Acts of all such registration statements,
amendments, post-effective amendments or supplements thereto, and any new or
revised prospectuses, as may be necessary or desirable in connection with the
registration of $375,000,000 aggregate principal amount of 11 1/4% Senior
Subordinated Notes due 2004 of Charter Medical Corporation, and the guarantees
thereof by the Companies, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as an officer or director or both of each of the
Companies to all such registration statements, amendments, post-effective
amendments or supplements thereto, and any new or revised prospectuses; and the
undersigned hereby ratifies and approves the acts of said attorneys and each of
them.
IN WITNESS WHEREOF, the undersigned director or officer or both,
as the case may be, of each of the Companies listed on Exhibit A hereof, has
executed this instrument on this 18th day of May, 1994.
/s/ Joseph M. Cobern
-------------------------------
Joseph M. Cobern
EXHIBIT A
POWER OF ATTORNEY
JOSEPH M. COBERN
Ambulatory Resources, Inc..................................... Director
Atlanta MOB, Inc.............................................. Director
Beltway Community Hospital, Inc............................... Director
Charter of Alabama, Inc....................................... Director
C.A.C.O. Services, Inc........................................ Director
CCM, Inc...................................................... Director
Charter Augusta Behavioral Health System, Inc................. Director
Charter Beacon Behavioral Health System, Inc.................. Director
Charter Behavioral Health System of Athens, Inc............... Director
Charter Behavioral Health System of Austin, Inc............... Director
Charter Behavioral Health System of Central Georgia, Inc...... Director
Charter Behavioral Health System of Charleston, Inc........... Director
Charter Behavioral Health System of Charlottesville, Inc...... Director
Charter Behavioral Health System of Chicago, Inc.............. Director
Charter Behavioral Health System of Columbia, Inc............. Director
Charter Behavioral Health System of Corpus Christi, Inc....... Director
Charter Behavioral Health System of Dallas, Inc............... Director
Charter Behavioral Health System of Fort Worth, Inc........... Director
Charter Behavioral Health System of Jackson, Inc.............. Director
Charter Behavioral Health System of Jacksonville, Inc......... Director
Charter Behavioral Health System of Kansas City, Inc.......... Director
Charter Behavioral Health System of Lake Charles, Inc......... Director
Charter Behavioral Health System of Mobile, Inc............... Director
Charter Behavioral Health System of Nevada, Inc............... Director
Charter Behavioral Health System of New Mexico, Inc........... Director
Charter Behavioral Health System of Northern California, Inc.. Director
Charter Behavioral Health System of Northwest Arkansas, Inc... Director
Charter Behavioral Health System of Northwest Indiana, Inc.... Director
Charter Behavioral Health System of Paducah, Inc.............. Director
Charter Behavioral Health System of Savannah, Inc............. Director
Charter Behavioral Health System of Southern California, Inc.. Director
Charter Behavioral Health System of Tampa Bay, Inc............ Director
Charter Behavioral Health System of Toledo, Inc............... Director
Charter Behavioral Health System of the Inland Empire, Inc.... Director
Charter Behavioral Health System of Winston-Salem, Inc........ Director
Charter-By-The-Sea Behavioral Health System, Inc.............. Director
Charter Canyon Behavioral Health System, Inc.................. Director
Charter Colonial Institute, Inc............................... Director
Charter Community Hospital, Inc............................... Director
Charter Community Hospital of Des Moines, Inc................. Director
Charter Contract Services, Inc................................ Director
Charter Fairmount Behavioral Health System, Inc............... Director
Charter Financial Offices, Inc................................ Director
Charter Forest Behavioral Health System, Inc.................. Director
Charter Grapevine Behavioral Health System, Inc............... Director
Charter Greensboro Behavioral Health System, Inc.............. Director
Charter Health Management of Texas, Inc....................... Director
Charter Hospital of Columbus, Inc............................. Director
Charter Hospital of Denver, Inc............................... Director
Charter Hospital of Ft. Collins, Inc.......................... Director
Charter Hospital of Laredo, Inc............................... Director
Charter Hospital of Miami, Inc................................ Director
Charter Hospital of Mobile, Inc............................... Director
Charter Hospital of Northern New Jersey, Inc.................. Director
Charter Hospital of Santa Teresa, Inc......................... Director
Charter Hospital of St. Louis, Inc............................ Director
Charter Hospital of Torrance, Inc............................. Director
Charter Indianapolis Behavioral Health System, Inc............ Director
Charter Lafayette Behavioral Health System, Inc............... Director
Charter Lakeside Behavioral Health System, Inc................ Director
Charter Little Rock Behavioral Health System, Inc............. Director
Charter Louisville Behavioral Health System, Inc.............. Director
Charter Medical - California, Inc............................. Director
Charter Medical - Clayton County, Inc......................... Director
Charter Medical - Cleveland, Inc.............................. Director
Charter Medical - Dallas, Inc................................. Director
Charter Medical Executive Corporation......................... Director
Charter Medical Information Services, Inc..................... Director
Charter Medical International, S.A., Inc...................... Director
Charter Medical - Long Beach, Inc............................. Director
Charter Medical Management Company............................ Director
Charter Medical - New York, Inc............................... Director
Charter Medical of East Valley, Inc........................... Director
Charter Medical of North Phoenix, Inc......................... Director
Charter Medical of Orange County, Inc......................... Director
Charter Mental Health Options, Inc............................ Director
Charter Milwaukee Behavioral Health System, Inc............... Director
Charter Mission Viejo Behavioral Health System, Inc........... Director
Charter MOB of Charlottesville, Inc........................... Director
Charter North Behavioral Health System, Inc................... Director
Charter North Counseling Center, Inc.......................... Director
Charter Northridge Behavioral Health System, Inc.............. Director
Charter Northside Hospital, Inc............................... Director
Charter Oak Behavioral Health System, Inc..................... Director
Charter Palms Behavioral Health System, Inc................... Director
Charter Peachford Behavioral Health System, Inc............... Director
Charter Pines Behavioral Health System, Inc................... Director
Charter Plains Behavioral Health System, Inc.................. Director
Charter - Provo School, Inc................................... Director
Charter Psychiatric Hospitals, Inc............................ Director
Charter Real Behavioral Health System, Inc.................... Director
Charter Regional Medical Center, Inc.......................... Director
Charter Ridge Behavioral Health System, Inc................... Director
Charter Rivers Behavioral Health System, Inc.................. Director
Charter San Diego Behavioral Health System, Inc............... Director
Charter Sioux Falls Behavioral Health System, Inc............. Director
Charter South Bend Behavioral Health System, Inc.............. Director
Charter Springs Behavioral Health System, Inc................. Director
Charter Surburban Hospital of Mesquite, Inc................... Director
Charter Terre Haute Behavioral Health System, Inc............. Director
Charter Thousand Oaks Behavioral Health System, Inc........... Director
Charterton/LaGrange, Inc...................................... Director
Page 2
Charter Treatment Center of Michigan, Inc..................... Director
Charter Westbrook Behavioral Health System, Inc............... Director
Charter Wichita Behavioral Health System, Inc................. Director
Charter Woods Behavioral Health System, Inc................... Director
Charter Woods Hospital, Inc................................... Director
CMCI, Inc..................................................... Director
CMFC, Inc..................................................... Director
CMSF, Inc..................................................... Director
CPS Associates, Inc........................................... Director
Desert Springs Hospital, Inc.................................. Director
Employee Assistance Services, Inc............................. Director
Florida Health Facilities, Inc................................ Director
Gulf Coast EAP Services, Inc.................................. Director
Gwinnett Immediate Care Center, Inc........................... Director
HCS, Inc...................................................... Director
Holcomb Bridge Immediate Care Center, Inc..................... Director
Hospital Investors, Inc....................................... Director
Mandarin Meadows, Inc......................................... Director
Metropolitan Hospital, Inc.................................... Director
Middle Georgia Hospital, Inc.................................. Director
Pacific - Charter Medical, Inc................................ Director
Peachford Professional Network, Inc........................... Director
Rivoli, Inc................................................... Director
Shallowford Community Hospital, Inc........................... Director
Sistemas De Terapia Respiratoria S.A., Inc.................... Director
Stuart Circle Hospital Corporation............................ Director
Tampa Bay Behavioral Health Alliance, Inc..................... Director
Western Behavioral Systems, Inc............................... Director
Charter Medical of Puerto Rico, Inc........................... Director
Page 3
POWER OF ATTORNEY
The undersigned director or officer or both, as the case may be, of each of the
corporations listed on Exhibit A hereto (singularly, the "Company" and together,
the "Companies"), serving in the capacities listed opposite the name of each
Company on Exhibit A hereto, hereby constitutes and appoints Charlotte A.
Sanford, Lawrence W. Drinkard, and John R. Day his true and lawful attorneys and
agents, each with full power to act without the others and each of said
attorneys having full power of substitution and resubstitution, to do any and
all acts and things and to execute in his name, place or stead in his capacity
as an officer or director or both of each of the Companies, any and all
instruments which they may deem necessary or advisable to enable each Company to
comply with the Securities Act of 1933, as amended, and the Trust Indenture Act
of 1939, as amended (collectively, the "Acts") and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing under the Acts of all such registration statements,
amendments, post-effective amendments or supplements thereto, and any new or
revised prospectuses, as may be necessary or desirable in connection with the
registration of $375,000,000 aggregate principal amount of 11 1/4% Senior
Subordinated Notes due 2004 of Charter Medical Corporation, and the guarantees
thereof by the Companies, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as an officer or director or both of each of the
Companies to all such registration statements, amendments, post-effective
amendments or supplements thereto, and any new or revised prospectuses; and the
undersigned hereby ratifies and approves the acts of said attorneys and each of
them.
IN WITNESS WHEREOF, the undersigned director or officer or both,
as the case may be, of each of the Companies listed on Exhibit A hereof, has
executed this instrument on this 18th day of May, 1994.
/s/ Joan Kradlak
-------------------------------
Joan Kradlak
EXHIBIT A
POWER OF ATTORNEY
JOAN KRADLAK
CCM, Inc................................................ President
POWER OF ATTORNEY
The undersigned director or officer or both, as the case may be, of each of the
corporations listed on Exhibit A hereto (singularly, the "Company" and together,
the "Companies"), serving in the capacities listed opposite the name of each
Company on Exhibit A hereto, hereby constitutes and appoints Charlotte A.
Sanford, Lawrence W. Drinkard, and John R. Day his true and lawful attorneys and
agents, each with full power to act without the others and each of said
attorneys having full power of substitution and resubstitution, to do any and
all acts and things and to execute in his name, place or stead in his capacity
as an officer or director or both of each of the Companies, any and all
instruments which they may deem necessary or advisable to enable each Company to
comply with the Securities Act of 1933, as amended, and the Trust Indenture Act
of 1939, as amended (collectively, the "Acts") and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing under the Acts of all such registration statements,
amendments, post-effective amendments or supplements thereto, and any new or
revised prospectuses, as may be necessary or desirable in connection with the
registration of $375,000,000 aggregate principal amount of 11 1/4% Senior
Subordinated Notes due 2004 of Charter Medical Corporation, and the guarantees
thereof by the Companies, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as an officer or director or both of each of the
Companies to all such registration statements, amendments, post-effective
amendments or supplements thereto, and any new or revised prospectuses; and the
undersigned hereby ratifies and approves the acts of said attorneys and each of
them.
IN WITNESS WHEREOF, the undersigned director or officer or both,
as the case may be, of each of the Companies listed on Exhibit A hereof, has
executed this instrument on this 18th day of May, 1994.
/s/ James R. Bedenbaugh
--------------------------------
James R. Bedenbaugh
EXHIBIT A
POWER OF ATTORNEY
JAMES R. BEDENBAUGH
CMCI, Inc................................................President
CMFC, Inc................................................President
POWER OF ATTORNEY
The undersigned director or officer or both, as the case may be, of each of the
corporations listed on Exhibit A hereto (singularly, the "Company" and together,
the "Companies"), serving in the capacities listed opposite the name of each
Company on Exhibit A hereto, hereby constitutes and appoints Charlotte A.
Sanford, Lawrence W. Drinkard, and John R. Day his true and lawful attorneys and
agents, each with full power to act without the others and each of said
attorneys having full power of substitution and resubstitution, to do any and
all acts and things and to execute in his name, place or stead in his capacity
as an officer or director or both of each of the Companies, any and all
instruments which they may deem necessary or advisable to enable each Company to
comply with the Securities Act of 1933, as amended, and the Trust Indenture Act
of 1939, as amended (collectively, the "Acts") and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing under the Acts of all such registration statements,
amendments, post-effective amendments or supplements thereto, and any new or
revised prospectuses, as may be necessary or desirable in connection with the
registration of $375,000,000 aggregate principal amount of 11 1/4% Senior
Subordinated Notes due 2004 of Charter Medical Corporation, and the guarantees
thereof by the Companies, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as an officer or director or both of each of the
Companies to all such registration statements, amendments, post-effective
amendments or supplements thereto, and any new or revised prospectuses; and the
undersigned hereby ratifies and approves the acts of said attorneys and each of
them.
IN WITNESS WHEREOF, the undersigned director or officer or both,
as the case may be, of each of the Companies listed on Exhibit A hereof, has
executed this instrument on this 18th day of May, 1994.
/s/ James M. Filush
--------------------------------
James M. Filush
EXHIBIT A
POWER OF ATTORNEY
JAMES M. FILUSH
Charter Alvarado Behavioral Health System, Inc................ Director
Charter Appalachian Hall Behavioral Health System, Inc........ Director
Charter Arbor Indy Behavioral Health System, Inc.............. Director
Charter Bay Harbor Behavioral Health System, Inc.............. Director
Charter Behavioral Health Systems of Atlanta, Inc............. Director
Charter Behavioral Health System of Baywood, Inc.............. Director
Charter Behavioral Health System of Bradenton, Inc............ Director
Charter Behavioral Health System of Canoga Park, Inc.......... Director
Charter Behavioral Health System of Chula Vista, Inc.......... Director
Charter Behavioral Health System of Evansville, Inc........... Director
Charter Behavioral Health System at Fair Oaks, Inc............ Director
Charter Behavioral Health System at Hidden Brook, Inc......... Director
Charter Behavioral Health System of Jefferson, Inc............ Director
Charter Behavioral Health System of Lafayette, Inc............ Director
Charter Behavioral Health System of Lakewood, Inc............. Director
Charter Behavioral Health System at Los Altos, Inc............ Director
Charter Behavioral Health System of Michigan City, Inc........ Director
Charter Behavioral Health System of Nashua, Inc............... Director
Charter Behavioral Health System at Potomac Ridge, Inc........ Director
Charter Behavioral Health System of Rockford, Inc............. Director
Charter Behavioral Health System of San Jose, Inc............. Director
Charter Behavioral Health System of Texarkana, Inc............ Director
Charter Behavioral Health System of Tucson, Inc............... Director
Charter Behavioral Health System of Virginia Beach, Inc....... Director
Charter Behavioral Health System of Visalia, Inc.............. Director
Charter Behavioral Health System at Warwick Manor, Inc........ Director
Charter Behavioral Health System of Washington, D.C., Inc..... Director
Charter Behavioral Health System of Waverly, Inc.............. Director
Charter Behavioral Health System of Yorba Linda, Inc.......... Director
Charter Brawner Behavioral Health System, Inc................. Director
Charter Canyon Springs Behavioral Health System, Inc.......... Director
Charter Centennial Peaks Behavioral Health System, Inc........ Director
Charter Cove Forge Behavioral Health System, Inc.............. Director
Charter Crescent Pines Behavioral Health System, Inc.......... Director
Charter Fairbridge Behavioral Health System, Inc.............. Director
Charter Fenwick Hall Behavioral Health System, Inc............ Director
Charter Lakehurst Behavioral Health System, Inc............... Director
Charter Laurel Heights Behavioral Health System, Inc.......... Director
Charter Laurel Oaks Behavioral Health System, Inc............. Director
Charter Linden Oaks Behavioral Health System, Inc............. Director
Charter Meadows Behavioral Health System, Inc................. Director
Charter Medfield Behavioral Health System, Inc................ Director
Charter Mid-South Behavioral Health System, Inc............... Director
Charter Northbrooke Behavioral Health System, Inc............. Director
Charter Richmond Behavioral Health System, Inc................ Director
Charter Serenity Lodge Behavioral Health System, Inc.......... Director
Charter Springwood Behavioral Health System, Inc.............. Director
Charter Tidewater Behavioral Health System, Inc............... Director
Charter White Oak Behavioral Health System, Inc............... Director
Charter Medical of England Limited............................ Director
Page 2
POWER OF ATTORNEY
The undersigned director or officer or both, as the case may be, of each of the
corporations listed on Exhibit A hereto (singularly, the "Company" and together,
the "Companies"), serving in the capacities listed opposite the name of each
Company on Exhibit A hereto, hereby constitutes and appoints Charlotte A.
Sanford, Lawrence W. Drinkard, and John R. Day his true and lawful attorneys and
agents, each with full power to act without the others and each of said
attorneys having full power of substitution and resubstitution, to do any and
all acts and things and to execute in his name, place or stead in his capacity
as an officer or director or both of each of the Companies, any and all
instruments which they may deem necessary or advisable to enable each Company to
comply with the Securities Act of 1933, as amended, and the Trust Indenture Act
of 1939, as amended (collectively, the "Acts") and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing under the Acts of all such registration statements,
amendments, post-effective amendments or supplements thereto, and any new or
revised prospectuses, as may be necessary or desirable in connection with the
registration of $375,000,000 aggregate principal amount of 11 1/4% Senior
Subordinated Notes due 2004 of Charter Medical Corporation, and the guarantees
thereof by the Companies, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as an officer or director or both of each of the
Companies to all such registration statements, amendments, post-effective
amendments or supplements thereto, and any new or revised prospectuses; and the
undersigned hereby ratifies and approves the acts of said attorneys and each of
them.
IN WITNESS WHEREOF, the undersigned director or officer or both,
as the case may be, of each of the Companies listed on Exhibit A hereof, has
executed this instrument on this 18th day of May, 1994.
Jon C. O'Shaughnessy
-------------------------------
Jon C. O'Shaughnessy
EXHIBIT A
POWER OF ATTORNEY
JON C. O'SHAUGHNESSY
CMSF, Inc..................................................... President
CPS Associates, Inc........................................... President
Charter Behavioral Health System of Charlottesville, Inc...... President
Charter Behavioral Health System of Tampa Bay, Inc............ President
Charter Behavioral Health System of Winston-Salem, Inc........ President
Charter Fairmount Behavioral Health System, Inc............... President
Charter Greensboro Behavioral Health System, Inc.............. President
Charter Hospital of Miami, Inc................................ President
Charter Lakeside Behavioral Health System, Inc................ President
Charter MOB of Charlottesville, Inc........................... President
Charter Mental Health Options, Inc............................ President
Charter Northridge Behavioral Health System, Inc.............. President
Charter Peachford Behavioral Health System, Inc............... President
Charter Pines Behavioral Health System, Inc................... President
Charter Springs Behavioral Health System, Inc................. President
Charter Westbrook Behavioral Health System, Inc............... President
Florida Health Facilities, Inc................................ President
Peachford Professional Network, Inc........................... President
Tampa Bay Behavioral Health Alliance, Inc..................... President
POWER OF ATTORNEY
The undersigned director or officer or both, as the case may be, of each of the
corporations listed on Exhibit A hereto (singularly, the "Company" and together,
the "Companies"), serving in the capacities listed opposite the name of each
Company on Exhibit A hereto, hereby constitutes and appoints Charlotte A.
Sanford, Lawrence W. Drinkard, and John R. Day his true and lawful attorneys and
agents, each with full power to act without the others and each of said
attorneys having full power of substitution and resubstitution, to do any and
all acts and things and to execute in his name, place or stead in his capacity
as an officer or director or both of each of the Companies, any and all
instruments which they may deem necessary or advisable to enable each Company to
comply with the Securities Act of 1933, as amended, and the Trust Indenture Act
of 1939, as amended (collectively, the "Acts") and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing under the Acts of all such registration statements,
amendments, post-effective amendments or supplements thereto, and any new or
revised prospectuses, as may be necessary or desirable in connection with the
registration of $375,000,000 aggregate principal amount of 11 1/4% Senior
Subordinated Notes due 2004 of Charter Medical Corporation, and the guarantees
thereof by the Companies, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as an officer or director or both of each of the
Companies to all such registration statements, amendments, post-effective
amendments or supplements thereto, and any new or revised prospectuses; and the
undersigned hereby ratifies and approves the acts of said attorneys and each of
them.
IN WITNESS WHEREOF, the undersigned director or officer or both,
as the case may be, of each of the Companies listed on Exhibit A hereof, has
executed this instrument on this 18th day of May, 1994.
/s/ E. Mac Crawford
-------------------------------
E. Mac Crawford
EXHIBIT A
POWER OF ATTORNEY
E. MAC CRAWFORD
Charter Medical International, S.A., Inc...................... President
Charter Medical Management Company............................ President
POWER OF ATTORNEY
The undersigned director or officer or both, as the case may be, of each of the
corporations listed on Exhibit A hereto (singularly, the "Company" and together,
the "Companies"), serving in the capacities listed opposite the name of each
Company on Exhibit A hereto, hereby constitutes and appoints Charlotte A.
Sanford, Lawrence W. Drinkard, and John R. Day his true and lawful attorneys and
agents, each with full power to act without the others and each of said
attorneys having full power of substitution and resubstitution, to do any and
all acts and things and to execute in his name, place or stead in his capacity
as an officer or director or both of each of the Companies, any and all
instruments which they may deem necessary or advisable to enable each Company to
comply with the Securities Act of 1933, as amended, and the Trust Indenture Act
of 1939, as amended (collectively, the "Acts") and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing under the Acts of all such registration statements,
amendments, post-effective amendments or supplements thereto, and any new or
revised prospectuses, as may be necessary or desirable in connection with the
registration of $375,000,000 aggregate principal amount of 11 1/4% Senior
Subordinated Notes due 2004 of Charter Medical Corporation, and the guarantees
thereof by the Companies, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as an officer or director or both of each of the
Companies to all such registration statements, amendments, post-effective
amendments or supplements thereto, and any new or revised prospectuses; and the
undersigned hereby ratifies and approves the acts of said attorneys and each of
them.
IN WITNESS WHEREOF, the undersigned director or officer or both,
as the case may be, of each of the Companies listed on Exhibit A hereof, has
executed this instrument on this 18th day of May, 1994.
/s/ David A. Richardson
-------------------------------
David A. Richardson
EXHIBIT A
POWER OF ATTORNEY
DAVID A. RICHARDSON
Charter Behavioral Health System of Austin, Inc............... President
Charter Behavioral Health System of Corpus Christi, Inc....... President
Charter Behavioral Health System of Dallas, Inc............... President
Charter Behavioral Health System of Jackson, Inc.............. President
Charter Behavioral Health System of Lake Charles, Inc......... President
Charter Behavioral Health System of New Mexico, Inc........... President
Charter Forest Behavioral Health System, Inc.................. President
Charter Grapevine Behavioral Health System, Inc............... President
Charter Health Management of Texas, Inc....................... President
Charter Medical - California, Inc............................. President
Charter North Behavioral Health System, Inc................... President
Charter North Counseling Center, Inc.......................... President
Charter Palms Behavioral Health System, Inc................... President
Charter Real Behavioral Health System, Inc.................... President
Pacific - Charter Medical, Inc................................ President
Sistemas De Terapia Respiratoria S.A., Inc.................... President
POWER OF ATTORNEY
The undersigned director or officer or both, as the case may be, of each of the
corporations listed on Exhibit A hereto (singularly, the "Company" and together,
the "Companies"), serving in the capacities listed opposite the name of each
Company on Exhibit A hereto, hereby constitutes and appoints Charlotte A.
Sanford, Lawrence W. Drinkard, and John R. Day his true and lawful attorneys and
agents, each with full power to act without the others and each of said
attorneys having full power of substitution and resubstitution, to do any and
all acts and things and to execute in his name, place or stead in his capacity
as an officer or director or both of each of the Companies, any and all
instruments which they may deem necessary or advisable to enable each Company to
comply with the Securities Act of 1933, as amended, and the Trust Indenture Act
of 1939, as amended (collectively, the "Acts") and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing under the Acts of all such registration statements,
amendments, post-effective amendments or supplements thereto, and any new or
revised prospectuses, as may be necessary or desirable in connection with the
registration of $375,000,000 aggregate principal amount of 11 1/4% Senior
Subordinated Notes due 2004 of Charter Medical Corporation, and the guarantees
thereof by the Companies, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as an officer or director or both of each of the
Companies to all such registration statements, amendments, post-effective
amendments or supplements thereto, and any new or revised prospectuses; and the
undersigned hereby ratifies and approves the acts of said attorneys and each of
them.
IN WITNESS WHEREOF, the undersigned director or officer or both,
as the case may be, of each of the Companies listed on Exhibit A hereof, has
executed this instrument on this 13th day of May, 1994.
/s/ Donna Y. Wood
-------------------------------
Donna Y. Wood
EXHIBIT A
POWER OF ATTORNEY
DONNA Y. WOOD
Charter Colonial Institute, Inc............................... President
Charter Hospital of Northern New Jersey, Inc.................. President
Charter Medical - Clayton County, Inc......................... President
HCS, Inc...................................................... President
Hospital Investors, Inc....................................... President
POWER OF ATTORNEY
The undersigned director or officer or both, as the case may be, of each of the
corporations listed on Exhibit A hereto (singularly, the "Company" and together,
the "Companies"), serving in the capacities listed opposite the name of each
Company on Exhibit A hereto, hereby constitutes and appoints Charlotte A.
Sanford, Lawrence W. Drinkard, and John R. Day his true and lawful attorneys and
agents, each with full power to act without the others and each of said
attorneys having full power of substitution and resubstitution, to do any and
all acts and things and to execute in his name, place or stead in his capacity
as an officer or director or both of each of the Companies, any and all
instruments which they may deem necessary or advisable to enable each Company to
comply with the Securities Act of 1933, as amended, and the Trust Indenture Act
of 1939, as amended (collectively, the "Acts") and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing under the Acts of all such registration statements,
amendments, post-effective amendments or supplements thereto, and any new or
revised prospectuses, as may be necessary or desirable in connection with the
registration of $375,000,000 aggregate principal amount of 11 1/4% Senior
Subordinated Notes due 2004 of Charter Medical Corporation, and the guarantees
thereof by the Companies, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as an officer or director or both of each of the
Companies to all such registration statements, amendments, post-effective
amendments or supplements thereto, and any new or revised prospectuses; and the
undersigned hereby ratifies and approves the acts of said attorneys and each of
them.
IN WITNESS WHEREOF, the undersigned director or officer or both,
as the case may be, of each of the Companies listed on Exhibit A hereof, has
executed this instrument on this 18th day of May, 1994.
/s/ C. Clark Wingfield
-------------------------------
C. Clark Wingfield
EXHIBIT A
POWER OF ATTORNEY
C. CLARK WINGFIELD
Charter Medical Executive Corporation......................... President
Charter Medical Information Services, Inc..................... President
POWER OF ATTORNEY
The undersigned director or officer or both, as the case may be, of each of the
corporations listed on Exhibit A hereto (singularly, the "Company" and together,
the "Companies"), serving in the capacities listed opposite the name of each
Company on Exhibit A hereto, hereby constitutes and appoints Charlotte A.
Sanford, Lawrence W. Drinkard, and John R. Day his true and lawful attorneys and
agents, each with full power to act without the others and each of said
attorneys having full power of substitution and resubstitution, to do any and
all acts and things and to execute in his name, place or stead in his capacity
as an officer or director or both of each of the Companies, any and all
instruments which they may deem necessary or advisable to enable each Company to
comply with the Securities Act of 1933, as amended, and the Trust Indenture Act
of 1939, as amended (collectively, the "Acts") and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing under the Acts of all such registration statements,
amendments, post-effective amendments or supplements thereto, and any new or
revised prospectuses, as may be necessary or desirable in connection with the
registration of $375,000,000 aggregate principal amount of 11 1/4% Senior
Subordinated Notes due 2004 of Charter Medical Corporation, and the guarantees
thereof by the Companies, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as an officer or director or both of each of the
Companies to all such registration statements, amendments, post-effective
amendments or supplements thereto, and any new or revised prospectuses; and the
undersigned hereby ratifies and approves the acts of said attorneys and each of
them.
IN WITNESS WHEREOF, the undersigned director or officer or both,
as the case may be, of each of the Companies listed on Exhibit A hereof, has
executed this instrument on this 18th day of May, 1994.
/s/ Charlotte A. Sanford
-------------------------------
Charlotte A. Sanford
EXHIBIT A
POWER OF ATTORNEY
CHARLOTTE A. SANFORD
Ambulatory Resources, Inc......................................... Treasurer
Atlanta MOB, Inc.................................................. Treasurer
Beltway Community Hospital, Inc................................... Treasurer
CCM, Inc.......................................................... Treasurer
Charter Alvarado Behavioral Health System, Inc.................... Treasurer
Charter Appalachian Hall Behavioral Health System, Inc............ Treasurer
Charter Arbor Indy Behavioral Health System, Inc.................. Treasurer
Charter Augusta Behavioral Health System, Inc..................... Treasurer
Charter Bay Harbor Behavioral Health System, Inc.................. Treasurer
Charter Beacon Behavioral Health System, Inc...................... Treasurer
Charter Behavioral Health System at Fair Oaks, Inc................ Treasurer
Charter Behavioral Health System at Hidden Brook, Inc............. Treasurer
Charter Behavioral Health System at Los Altos, Inc................ Treasurer
Charter Behavioral Health System at Potomac Ridge, Inc............ Treasurer
Charter Behavioral Health System at Warwick Manor, Inc............ Treasurer
Charter Behavioral Health System of Athens, Inc................... Treasurer
Charter Behavioral Health System of Austin, Inc................... Treasurer
Charter Behavioral Health System of Baywood, Inc.................. Treasurer
Charter Behavioral Health System of Bradenton, Inc................ Treasurer
Charter Behavioral Health System of Canoga Park, Inc.............. Treasurer
Charter Behavioral Health System of Central Georgia, Inc.......... Treasurer
Charter Behavioral Health System of Charleston, Inc............... Treasurer
Charter Behavioral Health System of Charlottesville, Inc.......... Treasurer
Charter Behavioral Health System of Chicago, Inc.................. Treasurer
Charter Behavioral Health System of Chula Vista, Inc.............. Treasurer
Charter Behavioral Health System of Columbia, Inc................. Treasurer
Charter Behavioral Health System of Corpus Christi, Inc........... Treasurer
Charter Behavioral Health System of Dallas, Inc................... Treasurer
Charter Behavioral Health System of Evansville, Inc............... Treasurer
Charter Behavioral Health System of Fort Worth, Inc............... Treasurer
Charter Behavioral Health System of Jackson, Inc.................. Treasurer
Charter Behavioral Health System of Jacksonville, Inc............. Treasurer
Charter Behavioral Health System of Jefferson, Inc................ Treasurer
Charter Behavioral Health System of Kansas City, Inc.............. Treasurer
Charter Behavioral Health System of Lafayette, Inc................ Treasurer
Charter Behavioral Health System of Lake Charles, Inc............. Treasurer
Charter Behavioral Health System of Lakewood, Inc................. Treasurer
Charter Behavioral Health System of Michigan City, Inc............ Treasurer
Charter Behavioral Health System of Mobile, Inc................... Treasurer
Charter Behavioral Health System of Nashua, Inc................... Treasurer
Charter Behavioral Health System of Nevada, Inc................... Treasurer
Charter Behavioral Health System of New Mexico, Inc............... Treasurer
Charter Behavioral Health System of Northern California, Inc...... Treasurer
Charter Behavioral Health System of Northwest Arkansas, Inc....... Treasurer
Charter Behavioral Health System of Northwest Indiana, Inc........ Treasurer
Charter Behavioral Health System of Paducah, Inc.................. Treasurer
Charter Behavioral Health System of Rockford, Inc................. Treasurer
Charter Behavioral Health System of San Jose, Inc................. Treasurer
Charter Behavioral Health System of Southern California, Inc...... Treasurer
Charter Behavioral Health System of Tampa Bay, Inc................ Treasurer
Charter Behavioral Health System of Texarkana, Inc................ Treasurer
Charter Behavioral Health System of the Inland Empire, Inc........ Treasurer
Charter Behavioral Health System of Toledo, Inc................... Treasurer
Charter Behavioral Health System of Tucson, Inc................... Treasurer
Charter Behavioral Health System of Virginia Beach, Inc........... Treasurer
Charter Behavioral Health System of Visalia, Inc.................. Treasurer
Charter Behavioral Health System of Washington, D.C., Inc......... Treasurer
Charter Behavioral Health System of Waverly, Inc.................. Treasurer
Charter Behavioral Health System of Winston-Salem, Inc............ Treasurer
Charter Behavioral Health System of Yorba Linda, Inc.............. Treasurer
Charter Behavioral Health Systems of Atlanta, Inc................. Treasurer
Charter Brawner Behavioral Health System, Inc..................... Treasurer
Charter Canyon Behavioral Health System, Inc...................... Treasurer
Charter Canyon Springs Behavioral Health System, Inc.............. Treasurer
Charter Centennial Peaks Behavioral Health System, Inc............ Treasurer
Charter Colonial Institute, Inc................................... Treasurer
Charter Community Hospital, Inc................................... Treasurer
Charter Community Hospital of Des Moines, Inc..................... Treasurer
Charter Contract Services, Inc.................................... Treasurer
Charter Cove Forge Behavioral Health System, Inc.................. Treasurer
Charter Crescent Pines Behavioral Health System, Inc.............. Treasurer
Charter Fairbridge Behavioral Health System, Inc.................. Treasurer
Charter Fairmount Behavioral Health System, Inc................... Treasurer
Charter Fenwick Hall Behavioral Health System, Inc................ Treasurer
Charter Financial Offices, Inc.................................... Treasurer
Charter Forest Behavioral Health System, Inc...................... Treasurer
Charter Grapevine Behavioral Health System, Inc................... Treasurer
Charter Greensboro Behavioral Health System, Inc.................. Treasurer
Charter Health Management of Texas, Inc........................... Treasurer
Charter Hospital of Columbus, Inc................................. Treasurer
Charter Hospital of Denver, Inc................................... Treasurer
Charter Hospital of Ft. Collins, Inc.............................. Treasurer
Charter Hospital of Laredo, Inc................................... Treasurer
Charter Hospital of Miami, Inc.................................... Treasurer
Charter Hospital of Mobile, Inc................................... Treasurer
Charter Hospital of Northern New Jersey, Inc...................... Treasurer
Charter Hospital of Santa Teresa, Inc............................. Treasurer
Charter Behavioral Health System of Savannah, Inc................. Treasurer
Charter Hospital of St. Louis, Inc................................ Treasurer
Charter Hospital of Torrance, Inc................................. Treasurer
Charter Indianapolis Behavioral Health System, Inc................ Treasurer
Charter Lafayette Behavioral Health System, Inc................... Treasurer
Charter Lakehurst Behavioral Health System, Inc................... Treasurer
Charter Lakeside Behavioral Health System, Inc.................... Treasurer
Charter Laurel Heights Behavioral Health System, Inc.............. Treasurer
Charter Laurel Oaks Behavioral Health System, Inc................. Treasurer
Charter Linden Oaks Behavioral Health System, Inc................. Treasurer
Charter Little Rock Behavioral Health System, Inc................. Treasurer
Charter Louisville Behavioral Health System, Inc.................. Treasurer
Charter Meadows Behavioral Health System, Inc..................... Treasurer
Charter Medfield Behavioral Health System, Inc.................... Treasurer
Charter Medical Executive Corporation............................. Treasurer
Page 2
Charter Medical Information Services, Inc......................... Treasurer
Charter Medical International, S.A., Inc.......................... Treasurer
Charter Medical Management Company................................ Treasurer
Charter Medical of East Valley, Inc............................... Treasurer
Charter Medical of North Phoenix, Inc............................. Treasurer
Charter Medical of Orange County, Inc............................. Treasurer
Charter Medical - California, Inc................................. Treasurer
Charter Medical - Clayton County, Inc............................. Treasurer
Charter Medical - Cleveland, Inc.................................. Treasurer
Charter Medical - Dallas, Inc..................................... Treasurer
Charter Medical - Long Beach, Inc................................. Treasurer
Charter Medical - New York, Inc................................... Treasurer
Charter Mental Health Options, Inc................................ Treasurer
Charter Mid-South Behavioral Health System, Inc................... Treasurer
Charter Milwaukee Behavioral Health System, Inc................... Treasurer
Charter Mission Viejo Behavioral Health System, Inc............... Treasurer
Charter MOB of Charlottesville, Inc............................... Treasurer
Charter North Behavioral Health System, Inc....................... Treasurer
Charter North Counseling Center, Inc.............................. Treasurer
Charter Northbrooke Behavioral Health System, Inc................. Treasurer
Charter Northridge Behavioral Health System, Inc.................. Treasurer
Charter Northside Hospital, Inc................................... Treasurer
Charter Oak Behavioral Health System, Inc......................... Treasurer
Charter of Alabama, Inc........................................... Treasurer
Charter Palms Behavioral Health System, Inc....................... Treasurer
Charter Peachford Behavioral Health System, Inc................... Treasurer
Charter Pines Behavioral Health System, Inc....................... Treasurer
Charter Plains Behavioral Health System, Inc...................... Treasurer
Charter Psychiatric Hospitals, Inc................................ Treasurer
Charter Real Behavioral Health System, Inc........................ Treasurer
Charter Regional Medical Center, Inc.............................. Treasurer
Charter Richmond Behavioral Health System, Inc.................... Treasurer
Charter Ridge Behavioral Health System, Inc....................... Treasurer
Charter Rivers Behavioral Health System, Inc...................... Treasurer
Charter San Diego Behavioral Health System, Inc................... Treasurer
Charter Serenity Lodge Behavioral Health System, Inc.............. Treasurer
Charter Sioux Falls Behavioral Health System, Inc................. Treasurer
Charter South Bend Behavioral Health System, Inc.................. Treasurer
Charter Springs Behavioral Health System, Inc..................... Treasurer
Charter Springwood Behavioral Health System, Inc.................. Treasurer
Charter Surburban Hospital of Mesquite, Inc....................... Treasurer
Charter Terre Haute Behavioral Health System, Inc................. Treasurer
Charter Thousand Oaks Behavioral Health System, Inc............... Treasurer
Charter Tidewater Behavioral Health System, Inc................... Treasurer
Charter Treatment Center of Michigan, Inc......................... Treasurer
Charter Westbrook Behavioral Health System, Inc................... Treasurer
Charter White Oak Behavioral Health System, Inc................... Treasurer
Charter Wichita Behavioral Health System, Inc..................... Treasurer
Charter Woods Behavioral Health System, Inc....................... Treasurer
Charter Woods Hospital, Inc....................................... Treasurer
Charter - Provo School, Inc....................................... Treasurer
Charterton/LaGrange, Inc.......................................... Treasurer
Charter-By-The-Sea Behavioral Health System, Inc.................. Treasurer
Page 3
CMCI, Inc......................................................... Treasurer
CMFC, Inc......................................................... Treasurer
CMSF, Inc......................................................... Treasurer
CPS Associates, Inc............................................... Treasurer
C.A.C.O. Services, Inc............................................ Treasurer
Desert Springs Hospital, Inc...................................... Treasurer
Employee Assistance Services, Inc................................. Treasurer
Florida Health Facilities, Inc.................................... Treasurer
Gulf Coast EAP Services, Inc...................................... Treasurer
Gwinnett Immediate Care Center, Inc............................... Treasurer
HCS, Inc.......................................................... Treasurer
Holcomb Bridge Immediate Care Center, Inc......................... Treasurer
Hospital Investors, Inc........................................... Treasurer
Mandarin Meadows, Inc............................................. Treasurer
Metropolitan Hospital, Inc........................................ Treasurer
Middle Georgia Hospital, Inc...................................... Treasurer
Pacific - Charter Medical, Inc.................................... Treasurer
Peachford Professional Network, Inc............................... Treasurer
Rivoli, Inc....................................................... Treasurer
Shallowford Community Hospital, Inc............................... Treasurer
Sistemas De Terapia Respiratoria S.A., Inc........................ Treasurer
Stuart Circle Hospital Corporation................................ Treasurer
Tampa Bay Behavioral Health Alliance, Inc......................... Treasurer
Western Behavioral Systems, Inc................................... Treasurer
Carter Medical (Cayman Islands) Ltd............................... Treasurer
Charter Medical International, Inc................................ Treasurer
Charter Medical of England Limited................................ Director
Charter Medical of Puerto Rico, Inc............................... Treasurer
Page 4
POWER OF ATTORNEY
The undersigned director or officer or both, as the case may be, of each of the
corporations listed on Exhibit A hereto (singularly, the "Company" and together,
the "Companies"), serving in the capacities listed opposite the name of each
Company on Exhibit A hereto, hereby constitutes and appoints Charlotte A.
Sanford, Lawrence W. Drinkard, and John R. Day his true and lawful attorneys and
agents, each with full power to act without the others and each of said
attorneys having full power of substitution and resubstitution, to do any and
all acts and things and to execute in his name, place or stead in his capacity
as an officer or director or both of each of the Companies, any and all
instruments which they may deem necessary or advisable to enable each Company to
comply with the Securities Act of 1933, as amended, and the Trust Indenture Act
of 1939, as amended (collectively, the "Acts") and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing under the Acts of all such registration statements,
amendments, post-effective amendments or supplements thereto, and any new or
revised prospectuses, as may be necessary or desirable in connection with the
registration of $375,000,000 aggregate principal amount of 11 1/4% Senior
Subordinated Notes due 2004 of Charter Medical Corporation, and the guarantees
thereof by the Companies, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as an officer or director or both of each of the
Companies to all such registration statements, amendments, post-effective
amendments or supplements thereto, and any new or revised prospectuses; and the
undersigned hereby ratifies and approves the acts of said attorneys and each of
them.
IN WITNESS WHEREOF, the undersigned director or officer or both,
as the case may be, of each of the Companies listed on Exhibit A hereof, has
executed this instrument on this 18th day of May, 1994.
/s/ Elbert T. McQueen
-------------------------------
Elbert T. McQueen
EXHIBIT A
POWER OF ATTORNEY
ELBERT T. McQUEEN
Charter Augusta Behavioral Health System, Inc................. President
Charter Behavioral Health System of Athens, Inc............... President
Charter Behavioral Health System of Central Georgia, Inc...... President
Charter Behavioral Health System of Charleston, Inc........... President
Charter Behavioral Health System of Jacksonville, Inc......... President
Charter Behavioral Health System of Mobile, Inc............... President
Charter Behavioral Health System of Savannah, Inc............. President
Charter-By-The-Sea Behavioral Health System, Inc.............. President
Charter Hospital of Mobile, Inc............................... President
Charter of Alabama, Inc....................................... President
Charter Rivers Behavioral Health System, Inc.................. President
Charter Woods Behavioral Health System, Inc................... President
Charter Woods Hospital, Inc................................... President
Employee Assistance Services, Inc............................. President
POWER OF ATTORNEY
The undersigned director or officer or both, as the case may be, of each of the
corporations listed on Exhibit A hereto (singularly, the "Company" and together,
the "Companies"), serving in the capacities listed opposite the name of each
Company on Exhibit A hereto, hereby constitutes and appoints Charlotte A.
Sanford, Lawrence W. Drinkard, and John R. Day his true and lawful attorneys and
agents, each with full power to act without the others and each of said
attorneys having full power of substitution and resubstitution, to do any and
all acts and things and to execute in his name, place or stead in his capacity
as an officer or director or both of each of the Companies, any and all
instruments which they may deem necessary or advisable to enable each Company to
comply with the Securities Act of 1933, as amended, and the Trust Indenture Act
of 1939, as amended (collectively, the "Acts") and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing under the Acts of all such registration statements,
amendments, post-effective amendments or supplements thereto, and any new or
revised prospectuses, as may be necessary or desirable in connection with the
registration of $375,000,000 aggregate principal amount of 11 1/4% Senior
Subordinated Notes due 2004 of Charter Medical Corporation, and the guarantees
thereof by the Companies, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as an officer or director or both of each of the
Companies to all such registration statements, amendments, post-effective
amendments or supplements thereto, and any new or revised prospectuses; and the
undersigned hereby ratifies and approves the acts of said attorneys and each of
them.
IN WITNESS WHEREOF, the undersigned director or officer or both,
as the case may be, of each of the Companies listed on Exhibit A hereof, has
executed this instrument on this 18th day of May, 1994.
/s/ Glenn A. McRae
-------------------------------
Glenn A. McRae
EXHIBIT A
POWER OF ATTORNEY
GLENN A. McRAE
Ambulatory Resources, Inc..................................... Director
Atlanta MOB, Inc.............................................. Director
Beltway Community Hospital, Inc............................... Director
Charter of Alabama, Inc....................................... Director
C.A.C.O. Services, Inc........................................ Director
CCM, Inc...................................................... Director
Charter Augusta Behavioral Health System, Inc................. Director
Charter Beacon Behavioral Health System, Inc.................. Director
Charter Behavioral Health System of Athens, Inc............... Director
Charter Behavioral Health System of Austin, Inc............... Director
Charter Behavioral Health System of Central Georgia, Inc...... Director
Charter Behavioral Health System of Charleston, Inc........... Director
Charter Behavioral Health System of Charlottesville, Inc...... Director
Charter Behavioral Health System of Chicago, Inc.............. Director
Charter Behavioral Health System of Columbia, Inc............. Director
Charter Behavioral Health System of Corpus Christi, Inc....... Director
Charter Behavioral Health System of Dallas, Inc............... Director
Charter Behavioral Health System of Fort Worth, Inc........... Director
Charter Behavioral Health System of Jackson, Inc.............. Director
Charter Behavioral Health System of Jacksonville, Inc......... Director
Charter Behavioral Health System of Kansas City, Inc.......... Director
Charter Behavioral Health System of Lake Charles, Inc......... Director
Charter Behavioral Health System of Mobile, Inc............... Director
Charter Behavioral Health System of Nevada, Inc............... Director
Charter Behavioral Health System of New Mexico, Inc........... Director
Charter Behavioral Health System of Northern California, Inc.. Director
Charter Behavioral Health System of Northwest Arkansas, Inc... Director
Charter Behavioral Health System of Northwest Indiana, Inc.... Director
Charter Behavioral Health System of Paducah, Inc.............. Director
Charter Behavioral Health System of Savannah, Inc............. Director
Charter Behavioral Health System of Southern California, Inc.. Director
Charter Behavioral Health System of Tampa Bay, Inc............ Director
Charter Behavioral Health System of Toledo, Inc............... Director
Charter Behavioral Health System of the Inland Empire, Inc.... Director
Charter Behavioral Health System of Winston-Salem, Inc........ Director
Charter-By-The-Sea Behavioral Health System, Inc.............. Director
Charter Canyon Behavioral Health System, Inc.................. Director
Charter Colonial Institute, Inc............................... Director
Charter Community Hospital, Inc............................... Director
Charter Community Hospital of Des Moines, Inc................. Director
Charter Contract Services, Inc................................ Director
Charter Fairmount Behavioral Health System, Inc............... Director
Charter Financial Offices, Inc................................ Director
Charter Forest Behavioral Health System, Inc.................. Director
Charter Grapevine Behavioral Health System, Inc............... Director
Charter Greensboro Behavioral Health System, Inc.............. Director
Charter Health Management of Texas, Inc....................... Director
Charter Hospital of Columbus, Inc............................. Director
Charter Hospital of Denver, Inc............................... Director
Charter Hospital of Ft. Collins, Inc.......................... Director
Charter Hospital of Laredo, Inc............................... Director
Charter Hospital of Miami, Inc................................ Director
Charter Hospital of Mobile, Inc............................... Director
Charter Hospital of Northern New Jersey, Inc.................. Director
Charter Hospital of Santa Teresa, Inc......................... Director
Charter Hospital of St. Louis, Inc............................ Director
Charter Hospital of Torrance, Inc............................. Director
Charter Indianapolis Behavioral Health System, Inc............ Director
Charter Lafayette Behavioral Health System, Inc............... Director
Charter Lakeside Behavioral Health System, Inc................ Director
Charter Little Rock Behavioral Health System, Inc............. Director
Charter Louisville Behavioral Health System, Inc.............. Director
Charter Medical - California, Inc............................. Director
Charter Medical - Clayton County, Inc......................... Director
Charter Medical - Cleveland, Inc.............................. Director
Charter Medical - Dallas, Inc................................. Director
Charter Medical Executive Corporation......................... Director
Charter Medical Information Services, Inc..................... Director
Charter Medical International, S.A., Inc...................... Director
Charter Medical - Long Beach, Inc............................. Director
Charter Medical Management Company............................ Director
Charter Medical - New York, Inc............................... Director
Charter Medical of East Valley, Inc........................... Director
Charter Medical of North Phoenix, Inc......................... Director
Charter Medical of Orange County, Inc......................... Director
Charter Mental Health Options, Inc............................ Director
Charter Milwaukee Behavioral Health System, Inc............... Director
Charter Mission Viejo Behavioral Health System, Inc........... Director
Charter MOB of Charlottesville, Inc........................... Director
Charter North Behavioral Health System, Inc................... Director
Charter North Counseling Center, Inc.......................... Director
Charter Northridge Behavioral Health System, Inc.............. Director
Charter Northside Hospital, Inc............................... Director
Charter Oak Behavioral Health System, Inc..................... Director
Charter Palms Behavioral Health System, Inc................... Director
Charter Peachford Behavioral Health System, Inc............... Director
Charter Pines Behavioral Health System, Inc................... Director
Charter Plains Behavioral Health System, Inc.................. Director
Charter - Provo School, Inc................................... Director
Charter Psychiatric Hospitals, Inc............................ Director
Charter Real Behavioral Health System, Inc.................... Director
Charter Regional Medical Center, Inc.......................... Director
Charter Ridge Behavioral Health System, Inc................... Director
Charter Rivers Behavioral Health System, Inc.................. Director
Charter San Diego Behavioral Health System, Inc............... Director
Charter Sioux Falls Behavioral Health System, Inc............. Director
Charter South Bend Behavioral Health System, Inc.............. Director
Charter Springs Behavioral Health System, Inc................. Director
Charter Surburban Hospital of Mesquite, Inc................... Director
Charter Terre Haute Behavioral Health System, Inc............. Director
Charter Thousand Oaks Behavioral Health System, Inc........... Director
Charterton/LaGrange, Inc...................................... Director
Page 2
Charter Treatment Center of Michigan, Inc..................... Director
Charter Westbrook Behavioral Health System, Inc............... Director
Charter Wichita Behavioral Health System, Inc................. Director
Charter Woods Behavioral Health System, Inc................... Director
Charter Woods Hospital, Inc................................... Director
CMCI, Inc..................................................... Director
CMFC, Inc..................................................... Director
CMSF, Inc..................................................... Director
CPS Associates, Inc........................................... Director
Desert Springs Hospital, Inc.................................. Director
Employee Assistance Services, Inc............................. Director
Florida Health Facilities, Inc................................ Director
Gulf Coast EAP Services, Inc.................................. Director
Gwinnett Immediate Care Center, Inc........................... Director
HCS, Inc...................................................... Director
Holcomb Bridge Immediate Care Center, Inc..................... Director
Hospital Investors, Inc....................................... Director
Mandarin Meadows, Inc......................................... Director
Metropolitan Hospital, Inc.................................... Director
Middle Georgia Hospital, Inc.................................. Director
Pacific - Charter Medical, Inc................................ Director
Peachford Professional Network, Inc........................... Director
Rivoli, Inc................................................... Director
Shallowford Community Hospital, Inc........................... Director
Sistemas De Terapia Respiratoria S.A., Inc.................... Director
Stuart Circle Hospital Corporation............................ Director
Tampa Bay Behavioral Health Alliance, Inc..................... Director
Western Behavioral Systems, Inc............................... Director
Charter Medical (Cayman Islands) Ltd.......................... Director
Charter Medical of International, Inc......................... Director
Charter Medical of Puerto Rico, Inc........................... Director
Page 3
POWER OF ATTORNEY
The undersigned director or officer or both, as the case may be, of each of the
corporations listed on Exhibit A hereto (singularly, the "Company" and together,
the "Companies"), serving in the capacities listed opposite the name of each
Company on Exhibit A hereto, hereby constitutes and appoints Charlotte A.
Sanford, Lawrence W. Drinkard, and John R. Day his true and lawful attorneys and
agents, each with full power to act without the others and each of said
attorneys having full power of substitution and resubstitution, to do any and
all acts and things and to execute in his name, place or stead in his capacity
as an officer or director or both of each of the Companies, any and all
instruments which they may deem necessary or advisable to enable each Company to
comply with the Securities Act of 1933, as amended, and the Trust Indenture Act
of 1939, as amended (collectively, the "Acts") and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing under the Acts of all such registration statements,
amendments, post-effective amendments or supplements thereto, and any new or
revised prospectuses, as may be necessary or desirable in connection with the
registration of $375,000,000 aggregate principal amount of 11 1/4% Senior
Subordinated Notes due 2004 of Charter Medical Corporation, and the guarantees
thereof by the Companies, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as an officer or director or both of each of the
Companies to all such registration statements, amendments, post-effective
amendments or supplements thereto, and any new or revised prospectuses; and the
undersigned hereby ratifies and approves the acts of said attorneys and each of
them.
IN WITNESS WHEREOF, the undersigned director or officer or both,
as the case may be, of each of the Companies listed on Exhibit A hereof, has
executed this instrument on this 18th day of May, 1994.
/s/ Howard A. McLure
-------------------------------
Howard A. McLure
EXHIBIT A
POWER OF ATTORNEY
HOWARD A. MCLURE
Charter Alvarado Behavioral Health System, Inc................ Director
Charter Appalachian Hall Behavioral Health System, Inc........ Director
Charter Arbor Indy Behavioral Health System, Inc.............. Director
Charter Bay Harbor Behavioral Health System, Inc.............. Director
Charter Behavioral Health Systems of Atlanta, Inc............. Director
Charter Behavioral Health System of Baywood, Inc.............. Director
Charter Behavioral Health System of Bradenton, Inc............ Director
Charter Behavioral Health System of Canoga Park, Inc.......... Director
Charter Behavioral Health System of Chula Vista, Inc.......... Director
Charter Behavioral Health System of Evansville, Inc........... Director
Charter Behavioral Health System at Fair Oaks, Inc............ Director
Charter Behavioral Health System at Hidden Brook, Inc......... Director
Charter Behavioral Health System of Jefferson, Inc............ Director
Charter Behavioral Health System of Lafayette, Inc............ Director
Charter Behavioral Health System of Lakewood, Inc............. Director
Charter Behavioral Health System at Los Altos, Inc............ Director
Charter Behavioral Health System of Michigan City, Inc........ Director
Charter Behavioral Health System of Nashua, Inc............... Director
Charter Behavioral Health System at Potomac Ridge, Inc........ Director
Charter Behavioral Health System of Rockford, Inc............. Director
Charter Behavioral Health System of San Jose, Inc............. Director
Charter Behavioral Health System of Texarkana, Inc............ Director
Charter Behavioral Health System of Tucson, Inc............... Director
Charter Behavioral Health System of Virginia Beach, Inc....... Director
Charter Behavioral Health System of Visalia, Inc.............. Director
Charter Behavioral Health System at Warwick Manor, Inc........ Director
Charter Behavioral Health System of Washington, D.C., Inc..... Director
Charter Behavioral Health System of Waverly, Inc.............. Director
Charter Behavioral Health System of Yorba Linda, Inc.......... Director
Charter Brawner Behavioral Health System, Inc................. Director
Charter Canyon Springs Behavioral Health System, Inc.......... Director
Charter Centennial Peaks Behavioral Health System, Inc........ Director
Charter Cove Forge Behavioral Health System, Inc.............. Director
Charter Crescent Pines Behavioral Health System, Inc.......... Director
Charter Fairbridge Behavioral Health System, Inc.............. Director
Charter Fenwick Hall Behavioral Health System, Inc............ Director
Charter Lakehurst Behavioral Health System, Inc............... Director
Charter Laurel Heights Behavioral Health System, Inc.......... Director
Charter Laurel Oaks Behavioral Health System, Inc............. Director
Charter Linden Oaks Behavioral Health System, Inc............. Director
Charter Meadows Behavioral Health System, Inc................. Director
Charter Medfield Behavioral Health System, Inc................ Director
Charter Mid-South Behavioral Health System, Inc............... Director
Charter Northbrooke Behavioral Health System, Inc............. Director
Charter Richmond Behavioral Health System, Inc................ Director
Charter Serenity Lodge Behavioral Health System, Inc.......... Director
Charter Springwood Behavioral Health System, Inc.............. Director
Charter Tidewater Behavioral Health System, Inc............... Director
Charter White Oak Behavioral Health System, Inc............... Director
Charter Medical of England Limited............................ Director
Page 2
POWER OF ATTORNEY
The undersigned director or officer or both, as the case may be, of each of the
corporations listed on Exhibit A hereto (singularly, the "Company" and together,
the "Companies"), serving in the capacities listed opposite the name of each
Company on Exhibit A hereto, hereby constitutes and appoints Charlotte A.
Sanford, Lawrence W. Drinkard, and John R. Day his true and lawful attorneys and
agents, each with full power to act without the others and each of said
attorneys having full power of substitution and resubstitution, to do any and
all acts and things and to execute in his name, place or stead in his capacity
as an officer or director or both of each of the Companies, any and all
instruments which they may deem necessary or advisable to enable each Company to
comply with the Securities Act of 1933, as amended, and the Trust Indenture Act
of 1939, as amended (collectively, the "Acts") and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing under the Acts of all such registration statements,
amendments, post-effective amendments or supplements thereto, and any new or
revised prospectuses, as may be necessary or desirable in connection with the
registration of $375,000,000 aggregate principal amount of 11 1/4% Senior
Subordinated Notes due 2004 of Charter Medical Corporation, and the guarantees
thereof by the Companies, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as an officer or director or both of each of the
Companies to all such registration statements, amendments, post-effective
amendments or supplements thereto, and any new or revised prospectuses; and the
undersigned hereby ratifies and approves the acts of said attorneys and each of
them.
IN WITNESS WHEREOF, the undersigned director or officer or both,
as the case may be, of each of the Companies listed on Exhibit A hereof, has
executed this instrument on this 18th day of May, 1994.
/s/ John C. McCauley
-------------------------------
John C. McCauley
EXHIBIT A
POWER OF ATTORNEY
JOHN C. McCAULEY
Ambulatory Resources, Inc..................................... Director and Vice President
Atlanta MOB, Inc.............................................. Director and Vice President
Beltway Community Hospital, Inc............................... Director and Vice President
Charter of Alabama, Inc....................................... Director and Vice President
C.A.C.O. Services, Inc........................................ Director and Vice President
CCM, Inc...................................................... Director and Vice President
Charter Augusta Behavioral Health System, Inc................. Director and Vice President
Charter Beacon Behavioral Health System, Inc.................. Director and Vice President
Charter Behavioral Health System of Athens, Inc............... Director and Vice President
Charter Behavioral Health System of Austin, Inc............... Director and Vice President
Charter Behavioral Health System of Central Georgia, Inc...... Director and Vice President
Charter Behavioral Health System of Charleston, Inc........... Director and Vice President
Charter Behavioral Health System of Charlottesville, Inc...... Director and Vice President
Charter Behavioral Health System of Chicago, Inc.............. Director and Vice President
Charter Behavioral Health System of Columbia, Inc............. Director and Vice President
Charter Behavioral Health System of Corpus Christi, Inc....... Director and Vice President
Charter Behavioral Health System of Dallas, Inc............... Director and Vice President
Charter Behavioral Health System of Fort Worth, Inc........... Director and Vice President
Charter Behavioral Health System of Jackson, Inc.............. Director and Vice President
Charter Behavioral Health System of Jacksonville, Inc......... Director and Vice President
Charter Behavioral Health System of Kansas City, Inc.......... Director and Vice President
Charter Behavioral Health System of Lake Charles, Inc......... Director and Vice President
Charter Behavioral Health System of Mobile, Inc............... Director and Vice President
Charter Behavioral Health System of Nevada, Inc............... Director and Vice President
Charter Behavioral Health System of New Mexico, Inc........... Director and Vice President
Charter Behavioral Health System of Northern California, Inc.. Director and Vice President
Charter Behavioral Health System of Northwest Arkansas, Inc... Director and Vice President
Charter Behavioral Health System of Northwest Indiana, Inc.... Director and Vice President
Charter Behavioral Health System of Paducah, Inc.............. Director and Vice President
Charter Behavioral Health System of Savannah, Inc............. Director and Vice President
Charter Behavioral Health System of Southern California, Inc.. Director and Vice President
Charter Behavioral Health System of Tampa Bay, Inc............ Director and Vice President
Charter Behavioral Health System of Toledo, Inc............... Director and Vice President
Charter Behavioral Health System of the Inland Empire, Inc.... Director and Vice President
Charter Behavioral Health System of Winston-Salem, Inc........ Director and Vice President
Charter-By-The-Sea Behavioral Health System, Inc.............. Director and Vice President
Charter Canyon Behavioral Health System, Inc.................. Director and Vice President
Charter Colonial Institute, Inc............................... Director and Vice President
Charter Community Hospital, Inc............................... Director and Vice President
Charter Community Hospital of Des Moines, Inc................. Director and Vice President
Charter Contract Services, Inc................................ Director and Vice President
Charter Fairmount Behavioral Health System, Inc............... Director and Vice President
Charter Financial Offices, Inc................................ Director and Vice President
Charter Forest Behavioral Health System, Inc.................. Director and Vice President
Charter Grapevine Behavioral Health System, Inc............... Director and Vice President
Charter Greensboro Behavioral Health System, Inc.............. Director and Vice President
Charter Health Management of Texas, Inc....................... Director and Vice President
Charter Hospital of Columbus, Inc............................. Director and Vice President
Charter Hospital of Denver, Inc............................... Director and Vice President
Charter Hospital of Ft. Collins, Inc.......................... Director and Vice President
Charter Hospital of Laredo, Inc............................... Director and Vice President
Charter Hospital of Miami, Inc................................ Director and Vice President
Charter Hospital of Mobile, Inc............................... Director and Vice President
Charter Hospital of Northern New Jersey, Inc.................. Director and Vice President
Charter Hospital of Santa Teresa, Inc......................... Director and Vice President
Charter Hospital of St. Louis, Inc............................ Director and Vice President
Charter Hospital of Torrance, Inc............................. Director and Vice President
Charter Indianapolis Behavioral Health System, Inc........... Director and Vice President
Charter Lafayette Behavioral Health System, Inc............... Director and Vice President
Charter Lakeside Behavioral Health System, Inc................ Director and Vice President
Charter Little Rock Behavioral Health System, Inc............. Director and Vice President
Charter Louisville Behavioral Health System, Inc.............. Director and Vice President
Charter Medical - California, Inc............................. Director and Vice President
Charter Medical - Clayton County, Inc......................... Director and Vice President
Charter Medical - Cleveland, Inc.............................. Director and Vice President
Charter Medical - Dallas, Inc................................. Director and Vice President
Charter Medical Executive Corporation......................... Director and Vice President
Charter Medical Information Services, Inc..................... Director and Vice President
Charter Medical International, S.A., Inc...................... Director and Vice President
Charter Medical - Long Beach, Inc............................. Director and Vice President
Charter Medical Management Company............................ Director and Vice President
Charter Medical - New York, Inc............................... Director and Vice President
Charter Medical of East Valley, Inc........................... Director and Vice President
Charter Medical of North Phoenix, Inc......................... Director and Vice President
Charter Medical of Orange County, Inc......................... Director and Vice President
Charter Mental Health Options, Inc............................ Director and Vice President
Charter Milwaukee Behavioral Health System, Inc............... Director and Vice President
Charter Mission Viejo Behavioral Health System, Inc........... Director and Vice President
Charter MOB of Charlottesville, Inc........................... Director and Vice President
Charter North Behavioral Health System, Inc................... Director and Vice President
Charter North Counseling Center, Inc.......................... Director and Vice President
Charter Northridge Behavioral Health System, Inc.............. Director and Vice President
Charter Northside Hospital, Inc............................... Director and Vice President
Charter Oak Behavioral Health System, Inc..................... Director and Vice President
Charter Palms Behavioral Health System, Inc................... Director and Vice President
Charter Peachford Behavioral Health System, Inc............... Director and Vice President
Charter Pines Behavioral Health System, Inc................... Director and Vice President
Charter Plains Behavioral Health System, Inc.................. Director and Vice President
Charter - Provo School, Inc................................... Director and Vice President
Charter Psychiatric Hospitals, Inc............................ Director and Vice President
Charter Real Behavioral Health System, Inc.................... Director and Vice President
Charter Regional Medical Center, Inc.......................... Director and Vice President
Charter Ridge Behavioral Health System, Inc................... Director and Vice President
Charter Rivers Behavioral Health System, Inc.................. Director and Vice President
Charter San Diego Behavioral Health System, Inc............... Director and Vice President
Charter Sioux Falls Behavioral Health System, Inc............. Director and Vice President
Charter South Bend Behavioral Health System, Inc.............. Director and Vice President
Charter Springs Behavioral Health System, Inc................. Director and Vice President
Charter Surburban Hospital of Mesquite, Inc................... Director and Vice President
Charter Terre Haute Behavioral Health System, Inc............. Director and Vice President
Charter Thousand Oaks Behavioral Health System, Inc........... Director and Vice President
Charterton/LaGrange, Inc...................................... Director and Vice President
Page 2
Charter Treatment Center of Michigan, Inc..................... Director and Vice President
Charter Westbrook Behavioral Health System, Inc............... Director and Vice President
Charter Wichita Behavioral Health System, Inc................. Director and Vice President
Charter Woods Behavioral Health System, Inc................... Director and Vice President
Charter Woods Hospital, Inc................................... Director and Vice President
CMCI, Inc..................................................... Director and Vice President
CMFC, Inc..................................................... Director and Vice President
CMSF, Inc..................................................... Director and Vice President
CPS Associates, Inc........................................... Director and Vice President
Desert Springs Hospital, Inc.................................. Director and Vice President
Employee Assistance Services, Inc............................. Director and Vice President
Florida Health Facilities, Inc................................ Director and Vice President
Gulf Coast EAP Services, Inc.................................. Director and Vice President
Gwinnett Immediate Care Center, Inc........................... Director and Vice President
HCS, Inc...................................................... Director and Vice President
Holcomb Bridge Immediate Care Center, Inc..................... Director and Vice President
Hospital Investors, Inc....................................... Director and Vice President
Mandarin Meadows, Inc......................................... Director and Vice President
Metropolitan Hospital, Inc.................................... Director and Vice President
Middle Georgia Hospital, Inc.................................. Director and Vice President
Pacific - Charter Medical, Inc................................ Director and Vice President
Peachford Professional Network, Inc........................... Director and Vice President
Rivoli, Inc................................................... Director and Vice President
Shallowford Community Hospital, Inc........................... Director and Vice President
Sistemas De Terapia Respiratoria S.A., Inc.................... Director and Vice President
Stuart Circle Hospital Corporation............................ Director and Vice President
Tampa Bay Behavioral Health Alliance, Inc..................... Director and Vice President
Western Behavioral Systems, Inc............................... Director and Vice President
Charter Medical (Cayman Islands) Ltd.......................... Director and Vice President
Charter Medical of Puerto Rico, Inc........................... Director and Vice President
Charter Medical International, Inc............................ Director and Vice President
Page 3
POWER OF ATTORNEY
The undersigned director or officer or both, as the case may be, of each of the
corporations listed on Exhibit A hereto (singularly, the "Company" and together,
the "Companies"), serving in the capacities listed opposite the name of each
Company on Exhibit A hereto, hereby constitutes and appoints Charlotte A.
Sanford, Lawrence W. Drinkard, and John R. Day his true and lawful attorneys and
agents, each with full power to act without the others and each of said
attorneys having full power of substitution and resubstitution, to do any and
all acts and things and to execute in his name, place or stead in his capacity
as an officer or director or both of each of the Companies, any and all
instruments which they may deem necessary or advisable to enable each Company to
comply with the Securities Act of 1933, as amended, and the Trust Indenture Act
of 1939, as amended (collectively, the "Acts") and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing under the Acts of all such registration statements,
amendments, post-effective amendments or supplements thereto, and any new or
revised prospectuses, as may be necessary or desirable in connection with the
registration of $375,000,000 aggregate principal amount of 11 1/4% Senior
Subordinated Notes due 2004 of Charter Medical Corporation, and the guarantees
thereof by the Companies, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as an officer or director or both of each of the
Companies to all such registration statements, amendments, post-effective
amendments or supplements thereto, and any new or revised prospectuses; and the
undersigned hereby ratifies and approves the acts of said attorneys and each of
them.
IN WITNESS WHEREOF, the undersigned director or officer or both,
as the case may be, of each of the Companies listed on Exhibit A hereof, has
executed this instrument on this 18th day of May, 1994.
/s/ William E. Hale
-------------------------------
William E. Hale
EXHIBIT A
POWER OF ATTORNEY
WILLIAM E. HALE
Charter Behavioral Health System of Nevada, Inc............... President
Charter Behavioral Health System of Northern California, Inc.. President
Charter Behavioral Health System of the Inland Empire, Inc.... President
Charter Canyon Behavioral Health System, Inc.................. President
Charter Community Hospital, Inc............................... President
Charter Medical - Long Beach, Inc............................. President
Charter Medical of East Valley, Inc........................... President
Charter Medical of North Phoenix, Inc......................... President
Charter Mission Viejo Behavioral Health System, Inc........... President
Charter Oak Behavioral Health System, Inc..................... President
Charter San Diego Behavioral Health System, Inc............... President
Charter Thousand Oaks Behavioral Health System, Inc........... President
Charter - Provo School, Inc................................... President
Gulf Coast EAP Services, Inc.................................. President
POWER OF ATTORNEY
The undersigned director or officer or both, as the case may be, of each of the
corporations listed on Exhibit A hereto (singularly, the "Company" and together,
the "Companies"), serving in the capacities listed opposite the name of each
Company on Exhibit A hereto, hereby constitutes and appoints Charlotte A.
Sanford, Lawrence W. Drinkard, and John R. Day his true and lawful attorneys and
agents, each with full power to act without the others and each of said
attorneys having full power of substitution and resubstitution, to do any and
all acts and things and to execute in his name, place or stead in his capacity
as an officer or director or both of each of the Companies, any and all
instruments which they may deem necessary or advisable to enable each Company to
comply with the Securities Act of 1933, as amended, and the Trust Indenture Act
of 1939, as amended (collectively, the "Acts") and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the filing under the Acts of all such registration statements,
amendments, post-effective amendments or supplements thereto, and any new or
revised prospectuses, as may be necessary or desirable in connection with the
registration of $375,000,000 aggregate principal amount of 11 1/4% Senior
Subordinated Notes due 2004 of Charter Medical Corporation, and the guarantees
thereof by the Companies, including specifically, but without limiting the
generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as an officer or director or both of each of the
Companies to all such registration statements, amendments, post-effective
amendments or supplements thereto, and any new or revised prospectuses; and the
undersigned hereby ratifies and approves the acts of said attorneys and each of
them.
IN WITNESS WHEREOF, the undersigned director or officer or both,
as the case may be, of each of the Companies listed on Exhibit A hereof, has
executed this instrument on this 13th day of May, 1994.
/s/ Joseph C. Little
-------------------------------
Joseph C. Little
EXHIBIT A
POWER OF ATTORNEY
JOSEPH C. LITTLE
Beltway Community Hospital, Inc............................... President
Charter Behavioral Health System of Southern California, Inc.. President
Charter Hospital of Columbus, Inc............................. President
Charter Hospital of Denver, Inc............................... President
Charter Hospital of Ft. Collins, Inc.......................... President
Charter Hospital of Laredo, Inc............................... President
Charter Hospital of Santa Teresa, Inc......................... President
Charter Hospital of Torrance, Inc............................. President
Charter Medical - Dallas, Inc................................. President
Charter Surburban Hospital of Mesquite, Inc................... President
Charter Treatment Center of Michigan, Inc..................... President
C.A.C.O. Services, Inc........................................ President
Western Behavioral Systems, Inc............................... President