Exhibit 10.33
PROMISSORY NOTE
$1,600,000 June 28, 1996
FOR VALUE RECEIVED, the undersigned, RAMSAY MANAGED CARE, INC. (the
"Maker"), hereby promises to pay to order of PAUL RAMSAY HOSPITALS PTY. LIMITED
(the "Lender") the principal sum of One Million Six Hundred Thousand Dollars
($1,600,000) with interest at the rate of 12% per annum until the principal has
been paid in full. Principal and interest shall be payable on demand.
Payments hereunder shall be made in money of the United States of
America which at the time of payment is legal tender for the payment of public
and private debts, at the offices of the Lender, 7th Floor, 154 Pacific Highway,
Greenwich, NSW 2065
Australia (or at such other office as the Lender may from time to time designate
by notice to the Maker).
Section 1. Prepayment.
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1.1 Optional. This Promissory Note may be prepaid in full or in
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part, at any time and from time to time and without notice, at the option of the
Maker, without charge, premium or penalty therefor. Any prepayment shall be
applied first to accrued and unpaid interest and thereafter to principal.
Section 2. Events of Default, Etc.
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2.1 Events of Default. If any one or more of the following events
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("Events of Default") shall happen:
(a) default shall be made by the Maker in the payment of principal or
interest under this Promissory Note when and as the same shall become due and
payable; or
(b) a breach shall be made by the Maker with respect to any
obligation, representation, warranty or covenant under this Promissory Note,
other than a default under Section 2.1 (a) hereof; or
(c) (i) the Maker shall commence any case, proceeding or other action
under any existing or future law of any jurisdiction, domestic or foreign,
relating to bankruptcy, insolvency, reorganization, conservatorship or relief of
debtors, seeking to have an order for relief entered with respect to it, or
seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding-up, liquidation,
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dissolution, composition or other relief with respect to it or its debts, or
seeking appointment of a receiver, trustee, custodian, conservator or other
similar official for it or for all or any substantial part of its assets, or the
Maker shall make a general assignment for the benefit of its creditors; or (ii)
there shall be commenced against the Maker any case, proceeding or other action
of a nature referred to in clause (i) above which results in the entry of an
order for relief or any such adjudication or appointment or which remains
undismissed, undischarged or unbonded for a period of thirty (30) days; or (iii)
there shall be commenced against the Maker any case, proceeding or other action
seeking issuance of a warrant of attachment, execution, distraint or similar
process against all or any substantial part of its assets which results in the
entry of an order for any such relief which shall not have been vacated,
discharged, or stayed or bonded pending appeal within thirty (30) days from the
entry thereof; or (iv) the Maker shall take any action in furtherance of, or
indicating its consent to, approval of, or acquiescence in, any of the acts set
forth in clause (i), (ii) or (iii) above; or (v) the Maker shall generally not,
or shall be unable to, or shall admit in writing its inability to, pay its debts
as they become due;
then in each and every case the unpaid principal of this Promissory Note
together with all accrued and unpaid interest shall become immediately due and
payable without presentation, protest or further demand or notice of any kind,
all of which are hereby expressly waived.
2.2 Collection Costs. The Maker covenants that if default be made
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under this Promissory Note, the Maker will pay to the Lender such further
amount, to the extent lawful, as shall be sufficient to cover the cost and
expense of collection, including reasonable compensation to counsel to the
Lender for all services rendered in that connection.
Section 3. Miscellaneous.
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3.1 Taxes. Any and all payments by the Maker hereunder shall be made
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free and clear of and without deduction for any and all current or future taxes,
levies, imposts, deductions, charges or withholdings, and all liabilities with
respect thereto, excluding taxes imposed on or measured by net income or overall
gross receipts of the Lender and franchise taxes imposed on the Lender by the
United States or the jurisdiction under the laws of which the Lender is
organized or any political subdivision thereof (all such nonexcluded taxes,
levies, imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes"). If the Maker shall be required by law to
deduct any Taxes from or in respect of any sum payable hereunder to the Lender
(i) the sum
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payable shall be increased by the amount necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section) the Lender shall receive an amount equal to the sum it would
have received had no such deductions been made, (ii) the Maker shall make such
deductions and (iii) the Maker shall pay the full amount deducted to the
relevant taxing authority or other governmental authority in accordance with
applicable law. In addition, the Maker agrees to pay any current or future
stamp or documentary taxes or any other excise or property taxes, charges,
assessments or similar levies that arise from any payment hereunder or from the
execution, delivery or registration of, or otherwise with respect to, this
Promissory Note (hereinafter referred to as "Other Taxes"). Within thirty (30)
days after the date of any payment of Taxes or Other Taxes withheld by the Maker
in respect of any payment to the Lender, the Maker will furnish to the Lender
the original or a certified copy of a receipt evidencing payment thereof.
3.2 No Waiver. No waiver by the Lender of any breach hereof or
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default hereunder shall be deemed a waiver of any preceding or succeeding breach
or default and no failure of the Lender to exercise any right or privilege
hereunder shall be deemed a waiver of the Lender's rights to exercise the same
or any other right or privilege at any subsequent time or times.
3.3 Notices. All notices, requests or instructions hereunder shall
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be in writing and delivered personally, by recognized overnight courier or by
registered or certified mail, postage prepaid, return receipt requested, as
follows:
(1) If to the Maker:
Ramsay Managed Care, Inc.
One Poydras Plaza
639 Loyola Avenue
Suite 1725
New Orleans, Louisiana 70113
Attention: President
(2) If to the Lender:
Paul Ramsay Hospitals Pty. Limited
7th Floor
154 Pacific Highway
Greenwich, NSW 2065
Australia
Attention: President
Any of the above addresses may be changed at any time by notice given as
provided above; provided, however, that any such notice
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of change of address shall be effective only upon receipt. All notices,
requests or instructions given in accordance herewith shall be deemed received
on the date of delivery, if hand delivered or sent by recognized overnight
courier, and three business days after the date of mailing, if mailed.
3.4 Waiver of Presentment and Notice of Dishonor. The Maker and all
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endorsers, guarantors and any other parties that may be liable under this
Promissory Note hereby waive presentment, notice of dishonor, protest and all
other demands and notices in connection with the delivery, acceptance,
performance or enforcement of this Promissory Note.
3.5 Binding Effect; Assignment. This Promissory Note shall be
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binding upon the Maker and its successors and assigns and shall inure to the
benefit of the Lender and its successors and assigns.
3.6 Governing Law. This Promissory Note shall be construed and
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enforced in accordance with the laws of the State of New York without regard to
the principles of conflicts of law thereof.
3.7 Cumulative Powers. All powers and remedies given hereunder to
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the Lender shall, to the extent permitted by law, be deemed cumulative and shall
not be exclusive of any other powers and remedies available to the Lender
hereunder, by judicial proceedings or otherwise, to enforce the performance or
observance of the covenants and agreements contained in this Promissory Note,
and every power and remedy given hereunder or by law to the Lender may be
exercised from time to time, and as often as shall be deemed expedient by the
Lender.
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IN WITNESS WHEREOF, the Maker has caused this Promissory Note to be duly
executed and delivered as of the date first above written.
RAMSAY MANAGED CARE, INC.
By:_______________________________
Warwick D. Syphers
Executive Vice President