AMENDMENT NO. 1 TO STOCK AND WARRANT PURCHASE AGREEMENT
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THIS AMENDMENT NO. 1 TO STOCK AND WARRANT PURCHASE AGREEMENT (this
"Amendment") dated as of January 25, 1996, is executed, agreed to and adopted
for good and valuable consideration by MAGELLAN HEALTH SERVICES, INC. (f/k/a
Charter Medical Corporation), a Delaware corporation (the "Company") and
RAINWATER-MAGELLAN HOLDINGS, L.P., a limited partnership formed pursuant to the
provisions of the Texas Revised Limited Partnership Act ("Buyer");
W I T N E S S E T H:
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WHEREAS, the Company and Richard E. Rainwater (the "Initial Buyer") have
previously entered into that certain Stock and Warrant Purchase Agreement dated
as of December 22, 1995 (the "Purchase Agreement"); and
WHEREAS, in accordance with Section 10.3 of the Purchase Agreement and
pursuant to that certain Assignment and Assumption Agreement of even date
herewith (the "Assignment"), the Initial Buyer assigned its rights, interests
and obligations under the Purchase Agreement to Buyer, and Buyer assumed the
Initial Buyer's liabilities, covenants and obligations thereunder; and
WHEREAS, the Assignment provides that the Purchase Agreement shall be
amended to reflect the substitution of Buyer under the Purchase Agreement; and
WHEREAS, the parties hereto desire to further amend the Purchase
Agreement to make certain clarifications therein; and
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the adequacy and receipt of which are hereby
acknowledged, the parties hereby agree as follows:
1. Defined Terms. Capitalized terms used in this Amendment and not
defined herein shall have the respective meanings given to them in the Purchase
Agreement.
2. Amendments to the Purchase Agreement.
(a) Annex I to the Purchase Agreement shall be amended to replace the
Initial Buyer with Buyer under the column headed "Name of Buyer." The term
"Buyer" wherever referred to in the Purchase Agreement or in any Exhibit, Annex
or Schedule thereto is amended to refer to Rainwater-Magellan Holdings, L.P.,
and the term "party" or "parties" shall, in addition to referring to the
Company, refer to Rainwater-Magellan Holdings, L.P.
(b) Section 1.3 of the Purchase Agreement is hereby amended to read
in its entirety as follows:
"The parties hereto acknowledge that the allocation of the Purchase
Price between the Shares and the Warrants was made by them in arm's
length negotiation and agree that as of the date hereof the aggregate
Purchase Price for the Securities shall be allocated $2,000,000 for the
Warrants and $67,732,000 for the Shares."
(c) The first sentence of Section 5.4 of the Purchase Agreement is
amended by adding the following at the end:
"or the Company's Board of Directors will elect an Initial Designee
acceptable to the Company to fill a vacancy in the Board of Directors."
(d) Section 5.5 of the Purchase Agreement is hereby amended to (i)
correct the reference to "March 31, 1995" appearing in the thirteenth line of
such Section, to "March 31, 1996" and (ii) to delete the period at the end of
such section and insert the following proviso:
"; provided that, if Buyer shall have incurred only one HSR Act filing
fee as of the Closing, then the Company's obligation to reimburse
Rainwater, Inc. for a second HSR filing fee and related expenses
pursuant to clause (ii)(A) above, shall survive such Closing so that if
Buyer is required to make an additional filing for HSR Act approval in
connection with an exercise of the Warrants, the Company shall reimburse
Buyer or Rainwater, Inc. (as applicable) for such filing fee together
with all other fees and expenses (including fees and expenses of
counsel) incurred in connection with such filing."
(e) Section 10.2 of the Purchase Agreement is hereby amended to delete
the period at the end of such section and insert the following:
", including, but not limited to, that certain letter of intent (and
attached term sheet) by and between the Company and Rainwater, Inc.
dated December 15, 1995, and that certain Confidentiality Agreement by
and between the Company and Rainwater, Inc. dated as of November 20,
1995."
3. Effect of Amendment. Except as heretofore expressly set forth
in this Amendment, all terms and provisions of the Purchase Agreement shall
remain in full force and effect as originally executed.
4. Counterparts. This Amendment may be executed in any number of
counterparts, and each of such counterparts shall for all purposes be deemed to
be an original, and all such counterparts shall together constitute but one and
the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
MAGELLAN HEALTH SERVICES, INC.
By: /s/ Craig L. McKnight
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Craig L. McKnight, Executive Vice President
and Chief Financial Officer
RAINWATER-MAGELLAN HOLDINGS, L.P.
By: Rainwater, Inc., General Partner
By: /s/ Kenneth A. Hersh
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Kenneth A. Hersh, Vice President
40334 00002 CORP 106126
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