STOCK PURCHASE AGREEMENT

 

                           STOCK PURCHASE AGREEMENT

    STOCK PURCHASE AGREEMENT dated as of September 7, 1995 by and between Paul 
Ramsay Holdings Pty. Limited, an Australian corporation (the "Buyer"), and 
Ramsay Health Care, Inc., a Delaware corporation (the "Seller").

                             W I T N E S S E T H:

    WHEREAS, the Buyer desires to purchase 266,667 shares of common stock, $.01 
par value ("Common Stock"), of the Seller (the "Shares"), and the Seller desires
to issue and sell to the Buyer, for the consideration hereinafter provided, the 
Shares.

    NOW, THEREFORE, in consideration of the premises and the mutual covenants 
and agreements hereinafter set forth, the parties hereto hereby agree as 
follows:

                                   SECTION I

                        PURCHASE AND SALE OF THE SHARES

    A. Purchase and Sale of the Shares. Subject to the terms and conditions of 
this Agreement and on the basis of the representations, warranties, covenants 
and agreements herein contained, the Seller hereby agrees to sell, issue and 
convey to the Buyer on the Closing Date (as hereinafter defined), and the Buyer 
hereby agrees to purchase, acquire and accept from the Seller on the Closing 
Date, the Shares.

    B. Purchase Price. The Buyer hereby agrees, subject to an in accordance with
the terms and conditions hereof, to pay to the Seller on the Closing Date, upon 
receipt of the certificate referred to in paragraph C of this Section I, the sum
of $1,000,001.25, representing a purchase price of $3.75 per share of Common 
Stock (the "Purchase Price"), payable in cash by certified or official bank 
check or direct bank wire transfer of immediately available funds to a bank 
account or accounts to be designated by the Seller.

    C. Delivery of the Shares. Delivery of the Shares shall be made by the 
Seller to the Buyer on the Closing Date by delivering a certificate of the 
Seller representing 266,667 shares of Common Stock of the Seller registered in 
the name of the Buyer, such certificate to be

accompanied by any requisite documentary or stock transfer taxes.

    D. The Closing. The closing of the sale of the Shares to the Buyer shall 
occur on October 16, 1995 (the "Closing Date"), or on such other date as shall 
be mutually agreed to between the Seller and the Buyer.

                                  SECTION II

                        REPRESENTATIONS AND WARRANTIES
                                 OF THE SELLER

    The Seller hereby represents and warrants to the Buyer, as of the date 
hereof and as of the Closing Date, that:

    A. Organization; Good Standing. The Seller is a corporation duly organized, 
validly existing and in good standing under the laws of its jurisdiction of 
incorporation and has full corporate power and authority to own its properties 
and to conduct the businesses in which it is now engaged.

    B. Authority. The Seller has full corporate power and authority to execute 
and deliver this Agreement and to perform all of its obligations hereunder, and 
no consent or approval of any other person or governmental authority is required
therefor. The execution and delivery of this Agreement by the Seller, the 
performance by the Seller of its covenants and agreements hereunder and the 
consummation by the Seller of the transactions contemplated hereby have been 
duly authorized by all necessary corporate action. This Agreement constitutes a 
valid and legally binding obligation of the Seller, enforceable against the 
Seller in accordance with its terms, except as such enforceability may be 
limited by bankruptcy, insolvency or other similar laws of general application 
relating to or affecting the enforcement of creditors' rights or by general 
principles of equity.

    C. No Legal Bar; Conflicts. Neither the execution and delivery of this 
Agreement, nor the consummation of the transactions contemplated hereby, 
violates any provision of the Certificate of Incorporation or By-Laws of the 
Seller or any law, statute, ordinance, regulation, order, judgment or decree of 
any court or governmental agency, or conflicts with or results in any breach of 
any of the terms of or constitutes a default under or results in the termination
of or the creation of any lien

pursuant to the terms of any contract or agreement to which the Seller is a 
party or by which the Seller or any of its assets is bound.

    D. Authorization of Shares. The Shares being purchased by the Buyer 
hereunder have been duly and validly authorized and, upon delivery of the 
certificate representing ownership by the Buyer of the Shares as herein 
provided, for the consideration herein provided, such Shares will be duly and 
validly issued, fully paid and nonassessable.

                                  SECTION III

                        REPRESENTATIONS AND WARRANTIES
                                 OF THE BUYER

    The Buyer hereby represents and warrants to the Seller, as of the date 
hereof and as of the Closing Date, that:

    A. Authority. The Buyer has full corporate power and authority to execute
and deliver this Agreement and to perform all of its obligations hereunder, and
no consent or approval of any other person or governmental authority is required
therefor. The execution and delivery of this Agreement by the Buyer, the
performance by the Buyer of its covenants and agreements hereunder and the
consummation by the Buyer of the transactions contemplated hereby have been duly
authorized by all necessary corporate action. This Agreement constitutes a valid
and legally binding obligation of the Buyer, enforceable against the Buyer in
accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency or other similar laws of general application relating to
or affecting the enforcement of creditors' rights or by general principles of
equity.

    B. No Legal Bar; Conflicts. Neither the execution and delivery of this 
Agreement, nor the consummation of the transactions contemplated hereby, 
violates any law, statute, ordinance, regulation, order, judgment or decree of 
any court or governmental agency, or conflicts with or results in any breach of 
any of the terms of or constitutes a default under or results in the termination
of or the creation of any lien pursuant to the terms of any contract or 
agreement to which the Buyer is a party or by which the Buyer or any of its 
assets is bound.

    C. Investment in the Seller.

       (i) The Buyer understands that the Seller proposes to issue and deliver 
to the Buyer the Shares pursuant to this Agreement without compliance with the 
registration requirements of the Securities Act of 1933, as amended (the 
"Securities Act"); that for such purpose the Seller will rely upon the 
representations and warranties of the Buyer contained herein; and that such 
non-compliance with registration is not permissible unless such representations
and warranties are correct.

       (ii) The Buyer understands that, under existing rules of the Securities
and Exchange Commission (the "SEC"), the Buyer may be unable to sell the Shares
except to the extent that the Shares may be sold (i) pursuant to an effective
registration statement covering such sale pursuant to the Securities Act and
applicable state securities laws or an applicable exemption therefrom or (ii) in
a bona fide private placement to a purchaser who shall be subject to the same
restrictions on any resale or (iii) subject to the restrictions contained in
Rule 144 under the Securities Act ("Rule 144").

       (iii) The Buyer is not relying on the Seller respecting the financial, 
tax and other economic considerations of an investment in the Common Stock, and 
the Buyer has relied on the advice of, or has consulted with, only its own 
advisors.

       (iv) The Buyer is familiar with the provisions of Rule 144 and the 
limitations upon the availability and applicability of such rule.

       (v) The Buyer is a sophisticated investor familiar with the type of risks
inherent in the acquisition of restricted securities such as the Shares and its 
financial position is such that it can afford to retain the Shares for an 
indefinite period of time without realizing any direct or indirect cash return 
on its investment.

       (vi) The Buyer has such knowledge and experience in financial, tax and 
business matters so as to enable the Buyer to utilize the information made 
available to the Buyer in connection with the issuance of the Shares to the 
Buyer and to evaluate the merits and risks of an investment in the Shares and to
make an informed investment decision with respect thereto.

       (vii) The Buyer is purchasing the Shares as an investment for its sole 
account, and without any present view towards the resale or other distribution 
thereof.

    D. Legend. Each certificate representing Shares shall contain upon its face 
or upon the reverse side thereof a legend to the following effect:

         "These securities have not been registered under the Securities Act of
         1933, as amended, or qualified under state securities laws and may not
         be sold, pledged, or otherwise transferred unless (a) covered by an
         effective registration statement under the Securities Act of 1933, as
         amended, and qualified under applicable state securities laws, or (b)
         the Corporation has been furnished with an opinion of counsel
         acceptable to the Corporation to the effect that no registration or
         qualification is legally required for such transfer."

                                  SECTION IV

                CONDITIONS TO THE SELLER'S OBLIGATION TO CLOSE

    The obligation of the Seller to sell the Shares and otherwise to consummate 
the transactions contemplated by this Agreement on the Closing Date is subject 
to the following conditions precedent, any or all of which may be waived by the 
Seller in the Seller's sole discretion, and each of which the Buyer hereby 
agrees to use its reasonable best efforts to satisfy at or prior to the Closing:

    A. Representations, Warranties and Covenants. The representations and 
warranties of the Buyer contained herein shall be true and correct at and as of 
the Closing Date with the same effect as though all such representations and 
warranties were made at and as of the Closing Date and the Buyer shall have 
complied with all of its covenants and agreements contained herein required to 
be complied with on or prior to the Closing Date.

    B. No Litigation. No action, suit, proceeding, writ, judgment, injunction, 
decree or similar order of any governmental entity, authority or agency or of 
any other third party restraining, enjoining or otherwise preventing the 
consummation of any of the transactions contemplated by this Agreement, or 
seeking to obtain any damages or any other relief as a result of this Agreement 
or any of the transactions contemplated hereby, shall be pending or threatened.

    C. Approvals.  All governmental, corporate and other third party filings, 
consents, authorizations and approvals (if any) that are required for the 
consummation of the transactions contemplated hereby shall have been duly made 
and obtained in form and substance reasonably satisfactory to the Seller.

                                   SECTION V

                 CONDITIONS TO THE BUYER'S OBLIGATION TO CLOSE

    The obligation of the Buyer to purchase the Shares and otherwise to 
consummate the transactions contemplated by this Agreement on the Closing Date 
is subject to the following conditions precedent, any or all of which may be 
waived by the Buyer in its sole discretion, and each of which the Seller hereby 
agrees to use its reasonable best efforts to satisfy at or prior to the Closing:

    A. Representations, Warranties and Covenants. The representations and 
warranties of the Seller contained herein shall be true and correct at and as of
the Closing Date with the same effect as though all such representations and 
warranties were made at and as of the Closing Date and the Seller shall have 
complied with all of its covenants and agreements contained herein required to 
be complied with on or prior to the Closing Date.

    B. No Litigation. No action, suit, proceeding, writ, judgment, injunction, 
decree or similar order of any governmental entity, authority or agency or of 
any other third party restraining, enjoining or otherwise preventing the 
consummation of any of the transactions contemplated by this Agreement, or 
seeking to obtain any damages or any other relief as a result of this Agreement 
or any of the transactions contemplated hereby, shall be pending or threatened.

    C. Approvals. All governmental, corporate and other third party filings, 
consents, authorizations and approvals (if any) that are required for the 
consummation of the transactions contemplated hereby will have been duly made 
and obtained in form and substance reasonably satisfactory to the Buyer.

    D. No Restrictions on Management Fees. All conditions and other restrictions
on the payment of Ramsay Management Fees (as defined below) by the Seller set 
forth in paragraph 2 under the caption "New and Amended Covenants"

in the Extension Request and Amendment - Proposed Terms and Conditions delivered
to the Seller by Societe Generale, New York Branch, under its cover letter of
June 28, 1995, shall have been withdrawn, by means of documentation in form and
substance satisfactory to the Buyer, and no other restriction or condition to
the payment of Ramsay Management Fees (as defined in the Credit Agreement dated
as of May 15, 1993 (the "Credit Agreement"), among the Seller, certain 
subsidiaries of the Seller, Societe Generale, New York Branch, First Union 
National Bank of North Carolina and Hibernia Bank) shall exist, including under 
the Credit Agreement (or any amendment, modification or supplement thereof) or 
under any other agreement or document to which the Seller is a party, other than
any restrictions in effect on the date hereof and set forth in the Credit 
Agreement, the Life Company Indenture (as defined in the Credit Agreement) and 
the Ramsay Management Fee Subordination Agreement (as defined in the Credit 
Agreement).

                                  SECTION VI

                                 MISCELLANEOUS

    A. Notices. All notices, requests or instructions hereunder shall be in 
writing and delivered personally, by telecopy or sent by registered or certified
mail, postage prepaid, as follows:

                    (1)  if to the Buyer:
  
                         154 Pacific Highway
                         Greenwich NSW 2065
                         Australia
                         Telecopy:  (011) 61-2-906-5205

                    (2)  if to the Seller:
  
                         One Poydras Plaza
                         639 Loyola Avenue
                         Suite 1700
                         New Orleans, Louisiana  70113
                         Attention: President
                         Telecopy No.:  (504) 585-0500

Any of the above addresses may be changed at any time by notice given as 
provided above; provided, however, that any such notice 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 delivered by telecopy, and five days after the
date of mailing, if mailed.

    B. Survival of Representations. Each representation, warranty, covenant and 
agreement of the parties hereto herein contained shall survive the execution of 
this Agreement, notwithstanding any investigation at any time made by or on 
behalf of any party hereto.

    C. Entire Agreement. This Agreement and the documents referred to herein 
contain the entire agreement between the parties hereto with respect to the 
transactions contemplated hereby, and no modification hereof shall be effective 
unless in writing and signed by the party against which it is sought to be 
enforced.

    D. Assignment. This Agreement shall not be assignable by the Seller or the 
Buyer except pursuant to a writing executed by each of the parties hereto; 
provided that the Buyer may assign any of its rights hereunder to any affiliate 
of the Buyer which agrees to be bound by all of the obligations of the Buyer 
hereunder or to any lender in connection with any financing transaction entered 
into by the Buyer or any of its affiliates.

    E. Invalidity, Etc. If any provision of this Agreement, or the application 
of any such provision to any person or circumstance, shall be held invalid by a 
court of competent jurisdiction, the remainder of this Agreement, or the 
application of such provision to persons or circumstances other than those as to
which it is held invalid, shall not be affected thereby.

    F. Expenses. Except as expressly set forth herein, each of the parties 
hereto shall bear such party's own expenses in connection with this Agreement 
and the transactions contemplated hereby.

    G. Headings. The headings of this Agreement are for convenience of reference
only and are not part of the substance of this Agreement.

    H. Binding Effect. This Agreement shall be binding upon and inure to the 
benefit of the parties hereto and their respective successors and assigns.

    I. Governing Law. This Agreement shall be governed by and construed in 
accordance with the laws of the State of Delaware applicable in the case of 
agreements made and to be performed entirely within such State.

    J. Counterparts. This Agreement may be executed in counterparts, each of 
which shall be deemed an original, but all of which taken together shall 
constitute one and the same instrument.

    K. Third Party Beneficiary. This Agreement shall not create any rights in 
favor of any person not a party hereto.

    IN WITNESS WHEREOF, this Agreement has been duly executed by the parties 
hereto as of the date first above written.

                                     PAUL RAMSAY HOLDINGS PTY. LIMITED

                                     By:  /s/ [Signature appears here]
                                        -----------------------------------
                                        Name:
                                        Title: Director

                                     RAMSAY HEALTH CARE, INC.

                                     By:  /s/ [Signature appears here]
                                        -----------------------------------
                                        Name:
                                        Title: President

    IN WITNESS WHEREOF, this Agreement has been duly executed by the parties 
hereto as of the date first above written.

                                     PAUL RAMSAY HOLDINGS PTY. LIMITED

                                     By:  
                                        -----------------------------------
                                        Name:
                                        Title: 

                                     RAMSAY HEALTH CARE, INC.

                                     By:  /s/ [Signature appears here]
                                        -----------------------------------
                                        Name:
                                        Title: President 

Basic Info X:

Name: STOCK PURCHASE AGREEMENT
Type: Stock Purchase Agreement
Date: Sept. 28, 1995
Company: RAMSAY YOUTH SERVICES INC
State: Delaware

Other info:

Date:

  • September 7 , 1995
  • October 16 , 1995
  • June 28 , 1995
  • May 15 , 1993

Organization:

  • Paul Ramsay Holdings Pty
  • Ramsay Health Care , Inc.
  • D. Authorization of Shares
  • Securities and Exchange Commission
  • No Restrictions on Management Fees
  • Ramsay Management Fees
  • First Union National Bank of North Carolina
  • Ramsay Management Fee Subordination Agreement
  • Pacific Highway Greenwich NSW 2065 Australia Telecopy
  • the State of Delaware
  • K. Third Party Beneficiary

Location:

  • Delaware
  • New York Branch
  • New Orleans
  • Louisiana
  • Etc

Money:

  • $ .01
  • $ 1,000,001.25
  • $ 3.75

Person:

  • RAMSAY