EXHIBIT 10.27
SECOND AMENDED AND RESTATED TERM NOTE C
U.S. $179,797.68 Dated: June 30, 2003
FOR VALUE RECEIVED, the undersigned, PSYCHIATRIC SOLUTIONS, INC., a
Delaware corporation, PSYCHIATRIC SOLUTIONS OF ALABAMA, INC., a Tennessee
corporation, PSYCHIATRIC SOLUTIONS OF FLORIDA, INC., a Tennessee corporation,
PSYCHIATRIC SOLUTIONS OF TENNESSEE, INC., a Tennessee corporation, SOLUTIONS
CENTER OF LITTLE ROCK, INC., a Tennessee corporation, PSYCHIATRIC SOLUTIONS OF
NORTH CAROLINA, INC., a Tennessee corporation, PSI COMMUNITY MENTAL HEALTH
AGENCY MANAGEMENT, INC., a Tennessee corporation, PSI-EAP, INC., a Delaware
corporation, SUNSTONE BEHAVIORAL HEALTH, INC., a Tennessee corporation, THE
COUNSELING CENTER OF MIDDLE TENNESSEE, INC., a Tennessee corporation, PSI
HOSPITALS, INC., a Delaware corporation, PSI TEXAS HOSPITALS, LLC, a Texas
limited liability company, PSYCHIATRIC PRACTICE MANAGEMENT OF ARKANSAS, INC., a
Tennessee corporation, TEXAS CYPRESS CREEK HOSPITAL, L.P., a Texas limited
partnership, TEXAS WEST OAKS HOSPITAL, L.P., a Texas limited partnership, NEURO
INSTITUTE OF AUSTIN, L.P., a Texas limited partnership, AERIES HEALTHCARE
CORPORATION, a Delaware corporation, AERIES HEALTHCARE OF ILLINOIS, INC., an
Illinois corporation, INFOSCRIBER CORPORATION, a Delaware corporation,
COLLABORATIVE CARE CORPORATION, a Tennessee corporation, PSYCHIATRIC SOLUTIONS
HOSPITALS, INC., a Delaware corporation, PSYCHIATRIC MANAGEMENT RESOURCES, INC.,
a California corporation, PSI CEDAR SPRINGS HOSPITAL, INC., a Delaware
corporation, PSYCHIATRIC SOLUTIONS OF OKLAHOMA, INC., a Delaware corporation,
TEXAS LAUREL RIDGE HOSPITAL, L.P., a Texas limited partnership, TEXAS OAKS
PSYCHIATRIC HOSPITAL, L.P., a Texas limited partnership, TEXAS SAN MARCOS
TREATMENT CENTER, L.P., a Texas limited partnership, THERAPEUTIC SCHOOL
SERVICES, LLC, an Oklahoma limited liability company, PSYCHIATRIC SOLUTIONS OF
CORAL GABLES, INC., a Delaware corporation, BOUNTIFUL PSYCHIATRIC HOSPITAL,
INC., a Utah corporation, EAST CAROLINA PSYCHIATRIC SERVICES CORPORATION, a
North Carolina corporation, GREAT PLAINS HOSPITAL, INC., a Missouri corporation,
GULF COAST TREATMENT CENTER, INC., a Florida corporation, HAVENWYCK HOSPITAL
INC., a Michigan corporation, H.C. CORPORATION, an Alabama corporation, H.C.
PARTNERSHIP, an Alabama general partnership, HSA HILL CREST CORPORATION, an
Alabama corporation, HSA OF OKLAHOMA, INC., an Oklahoma corporation, MICHIGAN
PSYCHIATRIC SERVICES, INC., a Michigan corporation, RAMSAY MANAGED CARE, INC., a
Delaware corporation, RAMSAY TREATMENT SERVICES, INC., a Delaware corporation,
RAMSAY YOUTH SERVICES OF ALABAMA, INC., a Delaware corporation, RAMSAY YOUTH
SERVICES OF FLORIDA, INC., a Delaware corporation, RAMSAY YOUTH SERVICES OF
GEORGIA, INC., a Delaware corporation, RAMSAY YOUTH SERVICES OF SOUTH CAROLINA,
INC., a Delaware corporation, RHCI SAN ANTONIO, INC., a Delaware corporation,
TRANSITIONAL CARE VENTURES, INC., a Delaware corporation, and TRANSITIONAL CARE
VENTURES (TEXAS), INC., a Delaware corporation (individually and collectively,
"Borrower"), hereby JOINTLY AND SEVERALLY promise to pay to
CAPITALSOURCE FINANCE LLC ("Lender") the unpaid principal amount at any time
outstanding, which shall not exceed ONE HUNDRED SEVENTY-NINE THOUSAND SEVEN
HUNDRED NINTY-SEVEN AND 68/100 DOLLARS ($179,797.68) (the "Term Loan"), with
interest thereon and all other Obligations under the Second Amended and Restated
Revolving Credit and Term Loan Agreement, dated as of the date hereof, among
Borrower, Agent and Lenders (as those terms are defined therein) (as heretofore
and may hereafter be amended, supplemented or otherwise modified from time to
time, the "Loan Agreement"), on the Term Loan Maturity Date or otherwise at the
times and in the manner set forth in the Loan Agreement. Capitalized terms used
but not defined herein shall have the meanings given them in the Loan Agreement.
1. INTEREST PAYMENTS. (a) Borrower promises to pay interest on
the outstanding principal amount of the Term Loan from the date of funding of
the Term Loan until such principal amount is irrevocably paid in full in cash
pursuant to and as required by the Loan Agreement. Interest on the outstanding
principal amount of the Term Loan shall be due and payable at the rates and
times as set forth in the Loan Agreement.
(b) Advances under the Revolving Facility shall be made
automatically for the payment of interest on the Term Loan and other Obligations
on the date when due to the extent available and as provided for in the Loan
Agreement. Any payments of principal or interest or other amounts on or payments
under this Second Amended and Restated Term Note C (this "Term Note") not paid
automatically through Advances under the Revolving Facility as provided in the
Loan Agreement shall be paid to Lender only by wire transfer on the date when
due, without offset or counterclaim, in dollars in immediately available funds
as required in the Loan Agreement. Notwithstanding and without limiting or being
limited by any other provision of this Term Note, any payments or prepayments
received upon termination or otherwise under this Term Note shall be credited
and applied in such manner and order as Lender shall decide in its sole
discretion.
2. PRINCIPAL PAYMENT AND MATURITY. Unless earlier due and payable
or accelerated under the Loan Agreement, this Term Note shall mature, and the
outstanding principal balance hereunder and other Obligations relating to the
Term Loan, shall become due and payable in full on the Term Loan Maturity Date.
Borrower shall make payments on the principal outstanding hereunder as required
pursuant to the Loan Agreement. Such payments are to be applied to the Term Loan
and Obligations in such manner and order as provided in the Loan Agreement.
3. LATE FEE; DEFAULT RATE. Notwithstanding any other provision of
this Term Note the default rate set forth in the Loan Agreement shall apply to
this Term Note.
4. LOAN AGREEMENT AND SECURITY AGREEMENT. (a) This Term Note is
referred to in, made pursuant to, and entitled to the benefits of, the Loan
Agreement. The Loan Agreement, among other things, (i) provides for the making
of the Term Loan by Lender to Borrower in the dollar amount first mentioned
above, (ii) contains provisions for acceleration of the maturity hereof upon the
happening of certain stated events upon the terms and conditions therein
specified, and (iii) contains provisions defining an Event of Default and the
rights and remedies of Lender upon the occurrence of an Event of Default.
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(b) This Term Note is a secured note, entitled to the
benefits of and security interests granted in, among other things, that certain
Second Amended and Restated Security Agreement dated as of even date herewith,
between Borrower and Agent, and the other Security Documents (as such Security
Agreement and other Security Documents have been heretofore and may hereafter be
amended, supplemented or otherwise modified from time to time).
5. PREPAYMENTS. This Term Note may be prepaid in whole or in part
upon notice to Lender and shall be prepaid in whole, in each case as provided or
required in the Loan Agreement and upon payment of all fees and other
Obligations set forth therein. No payment or prepayment of any amount shall
entitle any Person to be subrogated to the rights of Lender hereunder or under
the Loan Agreement unless and until the Obligations have been performed in full
and paid irrevocably in full in cash and the Loan Agreement has been terminated.
6. PAYMENTS DUE ON A DAY OTHER THAN A BUSINESS DAY. If any
payment to be made on or under this Term Note is stated to be due or becomes due
and payable on a day other than a Business Day, the due date thereof shall be
extended to, and such payment shall be made on, the next succeeding Business
Day, and such extension of time in such case shall be included in the
computation of payment of any interest (at the interest rate then in effect
during such extension) and/or fees, as the case may be.
7. WAIVERS. Borrower hereby waives set-off, counterclaim, demand,
presentment, protest, notice of dishonor or non-payment, as well as all defenses
with respect to this Term Note, the Loan Agreement and/or any Obligation, notice
of acceptance hereof, notice of loans or Advances made, credit extended,
collateral received or delivered, or any other action taken in reliance hereon,
and all other demands and notices of any description, except such as are
expressly provided for herein. The pleading of any statute of limitations as a
defense to any demand against Borrower hereunder is expressly waived by
Borrower. No cause of action or dealing, renewal or extension of this Term Note
or any Loan Document or any rights hereunder or thereunder, release of Borrower
or any Guarantor, or delay, failure or omission on Lender's part in enforcing
this Term Note or any other Loan Document or in exercising or enforcing any
right, remedy, option or power hereunder or under any other Loan Document shall
affect the liability of Borrower or any Guarantor or operate as a waiver of such
or any other right, remedy, power or option or of any default, nor shall any
single or partial exercise of any right, remedy, option or power hereunder or
under any other Loan Document affect the liability of Borrower or any Guarantor
or preclude any other or further exercise of such or any other right, remedy,
power or option. No waiver of any one or more defaults in the performance of any
of the provisions of this Term Note shall operate or be construed as a waiver of
any future default or defaults, whether of a like or different nature.
8. EXERCISE OF RIGHTS. (a) Lender shall have the right in its
sole discretion to determine which rights, powers, Liens, security interests or
remedies Lender may at any time pursue, relinquish, subordinate or modify or to
take any other action with respect thereto, and such determination will not in
any way modify or affect any of Lender's rights, powers, Liens, security
interests or remedies hereunder or under any of the Loan Documents, under
applicable law or at equity.
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(b) The enumeration of the foregoing rights and remedies
is not intended to be exhaustive. The rights and remedies of Lender described
herein are cumulative and are not alternative to or exclusive of any other
rights or remedies which Lender otherwise may have by contract or at law or in
equity, and the partial or complete exercise of any right or remedy shall not
preclude any other further exercise of such or any other right or remedy.
9. LAWFUL LIMITS. This Term Note is expressly limited so that in
no contingency or event whatsoever, whether by reason of acceleration or
otherwise, shall the interest and other charges paid or agreed to be paid to
Lender for the use, forbearance or detention of money hereunder exceed the
maximum rate permissible under applicable law which a court of competent
jurisdiction shall, in a final determination, deem applicable hereto. If, due to
any circumstance whatsoever, fulfillment of any provision hereof, at the time
performance of such provision shall be due, shall exceed any such limit, then
the obligation to be so fulfilled shall be reduced to such lawful limit, and, if
Lender shall have received interest or any other charges of any kind which might
be deemed to be interest under applicable law in excess of the maximum lawful
rate, then such excess shall be applied first to any unpaid fees and charges
hereunder, then to unpaid principal balance owed by Borrower hereunder, and if
the then remaining excess interest is greater than the previously unpaid
principal balance hereunder, Lender shall promptly refund such excess amount to
Borrower and the provisions hereof shall be deemed amended to provide for such
permissible rate. The terms and provisions of this Section 9 shall control to
the extent any other provision of this Term Note or any Loan Document is
inconsistent herewith.
10. GOVERNING LAW. This Term Note shall be governed by and
construed in accordance with the internal laws of the State of Maryland without
giving effect to its choice of laws provisions.
11. AMENDMENT, RESTATEMENT, RENEWAL AND EXTENSION. THIS AMENDED
AND RESTATED TERM NOTE C IS GIVEN IN AMENDMENT, RESTATEMENT, RENEWAL AND
EXTENSION (BUT NOT IN NOVATION) OF THAT CERTAIN TERM NOTE F, DATED AS OF APRIL
1, 2003, BY BORROWER IN FAVOR OF LENDER, IN THE ORIGINAL PRINCIPAL AMOUNT OF
$20,000,000.00 (AS HERETOFORE AMENDED AND OTHERWISE MODIFIED FROM TIME TO TIME,
THE "ORIGINAL TERM NOTE"). BORROWER HEREBY AGREES THAT, WITH RESPECT TO MATTERS
RELATING TO THE PERIOD PRIOR TO THE DATE HEREOF, ALL PROVISIONS OF THE ORIGINAL
TERM NOTE ARE HEREBY RATIFIED AND CONFIRMED AND SHALL REMAIN IN FULL FORCE AND
EFFECT.
[REMAINDER OF PAGE INTENTIONALLY BLANK; SIGNATURE PAGES FOLLOW]
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Executed as of the date first written above.
PSYCHIATRIC SOLUTIONS, INC.
AERIES HEALTHCARE CORPORATION
AERIES HEALTHCARE OF ILLINOIS, INC.
BOUNTIFUL PSYCHIATRIC HOSPITAL, INC.
COLLABORATIVE CARE CORPORATION
EAST CAROLINA PSYCHIATRIC SERVICES CORPORATION
GREAT PLAINS HOSPITAL, INC.
GULF COAST TREATMENT CENTER, INC.
HAVENWYCK HOSPITAL INC.
H.C. CORPORATION
HSA HILL CREST CORPORATION
HSA OF OKLAHOMA, INC.
INFOSCRIBER CORPORATION
MICHIGAN PSYCHIATRIC SERVICES, INC.
PSI CEDAR SPRINGS HOSPITAL, INC.
PSI COMMUNITY MENTAL HEALTH AGENCY MANAGEMENT, INC.
PSI-EAP, INC.
PSI HOSPITALS, INC.
PSI TEXAS HOSPITALS, LLC
PSYCHIATRIC MANAGEMENT RESOURCES, INC.
PSYCHIATRIC PRACTICE MANAGEMENT OF ARKANSAS, INC.
PSYCHIATRIC SOLUTIONS HOSPITALS, INC.
PSYCHIATRIC SOLUTIONS OF ALABAMA, INC.
PSYCHIATRIC SOLUTIONS OF CORAL GABLES, INC.
PSYCHIATRIC SOLUTIONS OF FLORIDA, INC.
PSYCHIATRIC SOLUTIONS OF NORTH CAROLINA, INC.
PSYCHIATRIC SOLUTIONS OF OKLAHOMA, INC.
PSYCHIATRIC SOLUTIONS OF TENNESSEE, INC.
RAMSAY MANAGED CARE, INC.
RAMSAY TREATMENT SERVICES, INC.
RAMSAY YOUTH SERVICES OF ALABAMA, INC.
RAMSAY YOUTH SERVICES OF FLORIDA, INC.
RAMSAY YOUTH SERVICES OF GEORGIA, INC.
RAMSAY YOUTH SERVICES OF SOUTH CAROLINA, INC.
RHCI SAN ANTONIO, INC.
SOLUTIONS CENTER OF LITTLE ROCK, INC.
SUNSTONE BEHAVIORAL HEALTH, INC.
THE COUNSELING CENTER OF MIDDLE TENNESSEE, INC.
THERAPEUTIC SCHOOL SERVICES, LLC
TRANSITIONAL CARE VENTURES (TEXAS), INC.
TRANSITIONAL CARE VENTURES, INC.
By: /s/ Steven T. Davidson
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Steven T. Davidson
Vice President
H.C. PARTNERSHIP
By: H.C. Corporation, its general partner
HSA Hill Crest Corporation, its general partner
By: /s/ Steven T. Davidson
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Steven T. Davidson
Vice President
NEURO INSTITUTE OF AUSTIN, L.P.
TEXAS CYPRESS CREEK HOSPITAL, L.P.
TEXAS LAUREL RIDGE HOSPITAL, L.P.
TEXAS OAKS PSYCHIATRIC HOSPITAL, L.P.
TEXAS SAN MARCOS TREATMENT CENTER, L.P.
TEXAS WEST OAKS HOSPITAL, L.P.
By: PSI Texas Hospitals, LLC, its general partner
By: /s/ Steven T. Davidson
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Steven T. Davidson
Vice President
113 Seaboard Lane, Suite C-100
Franklin, Tennessee 37067
Attention: President and Chief Executive Officer
Telephone: (615) 312-5700
FAX: (615) 312-5711