EXCHANGE AGREEMENT

 

                                                                   Exhibit 10.35

                               EXCHANGE AGREEMENT
                               ------------------

          Exchange Agreement (the "Agreement") dated September 10, 1996, by and
among Ramsay Managed Care, Inc., a Delaware corporation ("RMC"), Paul Ramsay
Hospitals Pty. Limited, an Australian corporation ("Ramsay Hospitals"), and Paul
J. Ramsay ("Ramsay").

                                R E C I T A L S:
                                - - - - - - - - 

          WHEREAS, the Board of Directors of RMC has authorized the exchange of
outstanding options (the "Options") to purchase 100,000 shares of common stock,
$.01 par value (the "Common Stock"), of RMC held by Ramsay for warrants (the
"Warrants") to purchase 100,000 shares of Common Stock; and

          WHEREAS, Ramsay has directed RMC to issue the Warrants to Ramsay
Hospitals.

          NOW, THEREFORE, in consideration of the foregoing, and the mutual
covenants and agreements contained herein, and for other good and valuable
consideration the receipt and adequacy of which are hereby acknowledged, the
parties hereto agree as follows:

                                   SECTION I

                              ISSUANCE OF WARRANTS
                              --------------------

          A.   In exchange for the Warrants, Ramsay hereby surrenders and
delivers the Options to RMC for cancellation and RMC hereby acknowledges receipt
of an option certificate dated October 25, 1994 representing the Options.
Ramsay hereby directs RMC to issue the Warrants to Ramsay Hospitals.  RMC hereby
issues and delivers to Ramsay Hospitals the Warrants and Ramsay Hospitals
acknowledges receipt of a certificate representing the Warrants in the form of
Exhibit A hereto.

                                   SECTION II

                     REPRESENTATIONS AND WARRANTIES OF RMC
                     -------------------------------------

          RMC hereby represents and warrants to each of Ramsay Hospitals and
Ramsay, as of the date hereof, that:

          A.  Organization; Good Standing.  RMC is a corporation duly organized,
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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.  RMC has the corporate power and authority to issue and
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deliver the Warrants in accordance with the terms hereof.  RMC has duly
authorized the execution and delivery of this Agreement and this Agreement
constitutes a valid and legally binding obligation of the Company enforceable 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.  The shares of Common Stock issuable upon the exercise of the Warrants,
when issued and paid for in accordance with the terms of the warrant certificate
evidencing the Warrants, will be validly issued, fully paid and nonassessable
shares of Common Stock.

          C.  No Legal Bar; Conflicts.  Neither the execution and delivery of
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this Agreement, nor the consummation of the transactions contemplated hereby,
violates any provision of the Certificate of Incorporation or By-Laws of RMC 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
RMC is a party or by which RMC or any of its assets is bound.

                                  SECTION III

               REPRESENTATIONS AND WARRANTIES OF RAMSAY HOSPITALS
               --------------------------------------------------

          Ramsay Hospitals hereby represents and warrants to each of RMC and
Ramsay, as of the date hereof, that:

          A.  Authority.  Ramsay Hospitals has the corporate power and authority
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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
Ramsay Hospitals, the performance by Ramsay Hospitals of its covenants and
agreements hereunder and the consummation by Ramsay

Hospitals of the transactions contemplated hereby have been duly authorized by
all necessary corporate action.  This Agreement constitutes a valid and legally
binding obligation of Ramsay Hospitals, enforceable against Ramsay Hospitals 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
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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 Ramsay Hospitals is a party or by which Ramsay Hospitals or
any of its assets is bound.

          C.  Investment in RMC.
              -----------------  

              (i)   Ramsay Hospitals understands that RMC proposes to issue and
deliver to Ramsay Hospitals the Warrants 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 RMC will rely upon the
representations and warranties of Ramsay Hospitals contained herein; and that
such non-compliance with registration is not permissible unless such
representations and warranties are correct.

             (ii)   Ramsay Hospitals understands that, under existing rules of
the Securities and Exchange Commission (the "SEC"), Ramsay Hospitals may be
unable to sell the Warrants or the underlying shares of Common Stock with
respect to which the Warrants are exercisable (the "RMC Shares") except to the
extent that the Warrants or the RMC Shares may be sold (i) pursuant to an
effective registration statement covering the Warrants or the RMC Shares
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)   Ramsay Hospitals is not relying on RMC respecting the
financial, tax and other economic

considerations of an investment in the Warrants and the Common Stock; Ramsay
Hospitals has relied on the advice of, or has consulted with, only its own
advisors.

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

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

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

            (vii)   Ramsay Hospitals is acquiring the Warrants and the RMC
Shares as an investment for its sole account, and without any present view
towards the sale or other distribution thereof.

           (viii)   Ramsay Hospitals is an "accredited investor" as that term is
defined in Rule 501 of Regulation D promulgated under the Securities Act.

                                   SECTION IV

                REPRESENTATIONS AND WARRANTIES OF PAUL J. RAMSAY
                ------------------------------------------------

          Ramsay hereby represents and warrants to each of RMC and Ramsay
Hospitals, as of the date hereof, that:

          A.   Ramsay has good and valid title to the Options, free and clear of
all liens, charges, encumbrances, security interests or adverse claims
whatsoever and has the right to transfer the Options to RMC, and upon the
transfer of the Options to RMC hereunder, RMC will acquire good and marketable
title to the Options, free and clear of any lien, encumbrance, charge, security
interest or claim whatsoever.

          B.   Ramsay has duly executed and delivered this Agreement, and this
Agreement constitutes a valid and legal binding obligation of Ramsay,
enforceable against him in accordance with its terms.

                                   SECTION V

                                 MISCELLANEOUS
                                 -------------

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

              (1)   if to RMC:

                    Entergy Corporation Building
                    639 Loyola Avenue, Suite 1725
                    New Orleans, Louisiana  70113
                    Attention:  President
                    Telecopier: (504) 585-0506
                    Telephone:  (504) 585-0515

              (2)   if to Ramsay Hospitals:

                    c/o Ramsay Health Care Pty. Limited
                    Suite 103
                    1st Floor, 156 Pacific Highway
                    Greenwich NSW 2065
                    Australia
                    Attention:  Paul J. Ramsay
                    Telecopier: 011-61-2-906-5205
                    Telephone:  011-61-2-906-3444

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, two days after the date of mailing, if mailed or on the day
of transmission, if sent via facsimile provided telephonic confirmation of
receipt is obtained promptly after completion of transmission.

          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 RMC,
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Ramsay Hospitals or Ramsay except pursuant to a writing executed by each of the
parties hereto; provided, however, that Ramsay Hospitals may assign this
Agreement and the Warrants to any corporation or other entity directly or
indirectly controlled by Ramsay.

          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.  Each of the parties hereto shall bear such party's own
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expenses in connection with this Agreement and the transactions contemplated
hereby.

          G.   Headings; Gender.  The headings of this Agreement are for
               ----------------                                         
convenience of reference only and are not part of the substance of this
Agreement.  In this Agreement references to a particular gender shall include
the other genders as the context requires.

          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.

                            *          *          *

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

                                            RAMSAY MANAGED CARE, INC.
                       
                       
                       
                                            By:
                                               --------------------------------
                                               Name:  Remberto Cibran
                                               Title: President
                       
                       
                                            PAUL RAMSAY HOSPITALS PTY. LIMITED
                       
                       
                                            By:
                                               --------------------------------
                                               Name:  Peter J. Evans
                                               Title: Director
                       
                       
                       
                                            -----------------------------------
                                                          Paul J. Ramsay 

Basic Info X:

Name: EXCHANGE AGREEMENT
Type: Exchange Agreement
Date: Sept. 30, 1996
Company: RAMSAY MANAGED CARE INC
State: Delaware

Other info:

Date:

  • September 10 , 1996
  • October 25 , 1994

Organization:

  • Ramsay Managed Care , Inc.
  • Paul Ramsay Hospitals Pty
  • Board of Directors of RMC
  • Ramsay Hospitals the Warrants
  • Securities and Exchange Commission
  • vi Ramsay Hospitals
  • viii Ramsay Hospitals
  • Ramsay Hospitals : co Ramsay Health Care Pty
  • Pacific Highway Greenwich NSW
  • C. Entire Agreement
  • the State of Delaware

Location:

  • Delaware
  • Ramsay
  • Loyola Avenue
  • New Orleans
  • Louisiana
  • Australia
  • Etc

Money:

  • $ .01

Person:

  • A. Ramsay
  • B. Ramsay
  • PAUL RAMSAY
  • Peter J. Evans
  • Paul J. Ramsay