EXHIBIT 2(c)
FIRST AMENDMENT TO SHARE PURCHASE AGREEMENT
THIS FIRST AMENDMENT (this "Amendment") is dated as of April ___, 1999,
by and among Charter Medical International, S.A., Inc., a Nevada corporation
("Seller"), Magellan Health Services, Inc., a Delaware corporation ("Magellan"),
CMEL Holding Limited, a company incorporated in England and Wales ("Buyer"), and
Investment AB Bure, a company incorporated in Sweden ("Bure").
WHEREAS, Seller, Magellan, Buyer and Bure have entered into a Share
Purchase Agreement dated April 2, 1999 (the "Share Purchase Agreement"); and
WHEREAS, each of the parties wishes to amend the Share Purchase
Agreement;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements contained herein, the parties agree as follows:
I. AMENDMENTS.
1. A new Clause 3.13 shall be added to the Share Purchase Agreement to
read in its entirety as follows: "3.13 The consideration referred to in clause
3.1.1 of this Agreement shall be adjusted after closing in accordance with the
procedures set forth in Schedule 5 to this Agreement."
2. The first sentence of Clause 7.1 of the Share Purchase Agreement is
hereby amended by deleting the words "3.7 (payment of Charter St. Louis
Deposit)" and replacing them with the words "3.11 (Management Period
liabilities)".
II. MISCELLANEOUS.
1. Except as expressly amended by this Amendment, all of the terms and
provisions of the Share Purchase Agreement shall remain unchanged and continue
in full force and effect, and the parties hereto shall be entitled to all of the
applicable benefits thereof and shall be responsible for all of their respective
obligations thereunder.
2. This Amendment may be executed in any number of counterparts, and
each such counterpart shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement. This Amendment shall
become effective when one or more counterparts have been signed by each of the
parties and delivered to the other parties, it being understood that the parties
need not sign the same counterpart.
3. All of the terms and provisions hereof and the rights and
obligations of the parties hereto shall be interpreted and enforced in
accordance with English law.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed and delivered by its respective duly authorized
officers, all as of the date first above written.
SELLER:
CHARTER MEDICAL INTERNATIONAL,
S.A., INC.
By:
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Name:
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Title:
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MAGELLAN:
MAGELLAN HEALTH SERVICES, INC.
By:
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Name:
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Title:
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BUYER:
CMEL HOLDING LIMITED
By:
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Name:
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Title:
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BURE:
INVESTMENT AB BURE
By:
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Name:
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Title:
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