Exhibit 2.2
FOURTH AMENDMENT TO RIGHTS AGREEMENT
FOURTH AMENDMENT TO RIGHTS AGREEMENT, dated as of April 8, 2003
("Amendment"), to the rights agreement, dated as of August 1, 1995 (as amended
through to the date hereof, the "Rights Agreement"), between Ramsay Youth
Services Inc. (the successor to Ramsay Health Care, Inc., the "Company") and
Wachovia Bank, N.A. (the successor to First Union National Bank of North
Carolina, the "Rights Agent"). All capitalized terms not otherwise defined
herein shall have the meaning assigned to such terms in the Rights Agreement.
WHEREAS, the Board of Directors of the Company believes it to be in the
best interest of the Company and its stockholders to enter into an Agreement and
Plan of Merger (the "Merger Agreement") among the Company, Psychiatric
Solutions, Inc., a Delaware corporation ("Purchaser"), and PSI Acquisition Sub,
Inc., a Delaware corporation (the "Merger Subsidiary"), which Merger Agreement
provides for the merger of the Merger Subsidiary with and into the Company;
WHEREAS, as a result of the foregoing, the Company desires that the
transactions contemplated by the Merger Agreement, and the parties thereto be
exempt from the provisions of the Rights Agreement;
WHEREAS, the Company and the Rights Agent have heretofore executed and
entered into the Rights Agreement;
WHEREAS, pursuant to Section 27 of the Rights Agreement, the Company
may supplement or amend any provision of the Rights Agreement in accordance with
the provisions of Section 27 thereof;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements set forth herein, the parties hereby agree as follows:
Section 1. AMENDMENTS TO SECTION 1 OF THE RIGHTS AGREEMENT.
(a) The definition of "Acquiring Person" in Section 1(a) of the Rights
Agreement is hereby amended to add the following paragraph at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, neither
Psychiatric Solutions, Inc. ("Purchaser") nor PSI Acquisition Sub, Inc. (the
"Merger Subsidiary"), nor any of their Affiliates or Associates, shall become an
Acquiring Person, either individually or collectively, by virtue of (A) the
announcement of the transactions contemplated by the Agreement and Plan of
Merger (the "Merger Agreement") among the Company, the Purchaser and the Merger
Subsidiary, (B) the acquisition of Common Shares of the Company pursuant to the
Merger Agreement, (C) the execution and delivery of the Merger Agreement or (D)
the consummation of the transactions contemplated by the Merger Agreement."
(b) The definition of "Distribution Date" in Section 1(g) of the Rights
Agreement is hereby amended to add the following paragraph at the end thereof:
"Notwithstanding anything in this Agreement to the contrary, neither
(A) the announcement of the transactions contemplated by the Merger Agreement,
(B) the acquisition of Common Shares of the Company pursuant to the Merger
Agreement, (C) the execution and delivery of the Merger Agreement, nor (D) the
consummation of the transactions contemplated by the Merger Agreement, shall be
deemed to cause a Distribution Date"
(c) The definition of "Share Acquisition Date" in Section 1(l) of the
Rights Agreement is hereby amended to add the following paragraph at the end
thereof:
"Notwithstanding anything in this Agreement to the contrary, neither
(A) the announcement of the transactions contemplated by the Merger Agreement,
(B) the acquisition of Common Shares of the Company pursuant to the Merger
Agreement, (C) the execution and delivery of the Merger Agreement, nor (D) the
consummation of the transactions contemplated by the Merger Agreement, shall be
deemed to cause a Share Acquisition Date."
Section 2. AMENDMENT TO SECTION 29 OF THE RIGHTS AGREEMENT. Section 29
of the Rights Agreement is hereby amended to add the following at the end
thereof:
"Nothing in this Agreement shall be construed to give any holder of
Rights or any other Person any legal or equitable rights, remedy or claim under
this Agreement in connection with any transactions contemplated by the Merger
Agreement."
Section 3. DEFINITION. The term "Agreement", as used in the Rights
Agreement, shall be deemed to refer to the Rights Agreement as amended hereby.
Section 4. FULL FORCE AND EFFECT. Except as expressly amended hereby,
the Rights Agreement shall continue in full force and effect in accordance with
the provisions thereof on the date hereof.
Section 5. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of Delaware applicable to
contracts to be made and performed entirely within such State.
Section 6. COUNTERPARTS. This Amendment may be executed in two
counterparts, each of which shall be deemed an original, but both of which
together shall constitute one and the same instrument.
Section 7. SEVERABILITY. If any term, provision, covenant or
restriction of this Amendment is held by a court of competent jurisdiction or
other authority to be invalid, illegal, or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Amendment, and of the
Rights Agreement, shall remain in full force and effect and shall in no way be
effected.
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to be duly executed as of the day and year first above written.
RAMSAY YOUTH SERVICES INC.
By:___________________________
Name:
Title:
WACHOVIA BANK, N.A.
By:___________________________
Name:
Title:
