AMENDMENT TO STOCK PURCHASE AGREEMENT
This amendment (the "Amendment") to the Stock Purchase Agreement, dated as
of August 5, 1997 (the "Agreement") between AETNA INSURANCE COMPANY OF
CONNECTICUT ("Seller") and MAGELLAN HEALTH SERVICES, INC. ("Purchaser") is made
and entered into as of the 4th day of December, 1997.
WHEREAS, Seller and Purchaser desire to amend the Agreement in the manner
set forth in this Amendment;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereby agree as follows:
1. Amendment to Section 1.1.
The definition of "Closing Stockholder's Equity" in Section 1.1 of the
Agreement is amended to read, in its entirety, as follows:
"Closing Stockholder's Equity" means the consolidated stockholder's
equity of the Company and its consolidated Subsidiaries as of the close of
business on the day immediately preceding the Closing Date as set forth on
the Closing Balance Sheet less $4,000,000.
2. Miscellaneous.
a. All references in the Agreement to the "Agreement" and any other
references of similar import shall henceforth mean the Agreement as amended by
this Amendment. All capitalized terms used but not otherwise defined herein
shall have the meaning ascribed to them in the Agreement as amended by this
Amendment.
b. Except to the extent specifically amended by this Amendment, all of the
terms and conditions contained in the Agreement shall be and remain in full
force and effect.
c. This Amendment shall be binding upon and inure to the benefit of Seller
and Purchaser and their respective successors and assigns.
d. In the event of any inconsistency or conflict between this Amendment and
the Agreement, the terms, provisions and conditions of this Amendment shall
govern and control.
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IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the date first written above.
MAGELLAN HEALTH SERVICES, INC.
By: /s/ Xxxxx X. XxXxxxxx
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Name: Xxxxx X. XxXxxxxx
Title: Executive Vice President & CFO
AETNA INSURANCE COMPANY OF
CONNECTICUT
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Assistant Secretary
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