MAGELLAN HEALTH SERVICES, INC. $250,000,000 93/8% Senior Notes due 2007 EXCHANGE AND REGISTRATION RIGHTS AGREEMENTMagellan Health Services Inc • August 1st, 2001 • Services-hospitals • New York
Magellan Health Services, Inc., a Delaware corporation (the "Company"), proposes to issue and sell to J.P. Morgan Securities Inc. ("JPMorgan"), Credit Suisse First Boston ("CSFB") and UBS Warburg LLC (together with JPMorgan and CSFB, the "Initial Purchasers"), upon the terms and subject to the conditions set forth in a purchase agreement dated May 23, 2001, (the "Purchase Agreement"), $250,000,000 aggregate principal amount of its 93/8% Senior Notes due 2007 (the "Securities"). Capitalized terms used but not defined herein shall have the meanings given to such terms in the Purchase Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • August 1st, 2001 • Magellan Health Services Inc • Services-hospitals • Maryland
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into by and between Daniel Messina, an individual ("Officer"), and Magellan Health Services, Inc., a Delaware corporation ("Employer").
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • August 1st, 2001 • Magellan Health Services Inc • Services-hospitals • New York
Magellan Health Services, Inc., (the "Company"), proposes to make an offer (the "Exchange Offer") to exchange up to $250,000,000 aggregate principal amount of its 93/8% Senior Notes due 2007 (the "Exchange Notes") for a like principal amount of its outstanding 93/8% Senior Notes due 2007 (the "Initial Notes"). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus (the "Prospectus" included in the Company's registration statement on Form S-4 (File No. ) as amended (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC"), and proposed to be distributed to all record holders of the Initial Notes. The Initial Notes and the Exchange Notes are collectively referred to herein as the "Notes" or the "Securities." Capitalized terms used herein and not defined shall have the respective meanings ascribed to them in the Prospectus or the accompanying Letter of Transmittal.
EMPLOYMENT AGREEMENTEmployment Agreement • August 1st, 2001 • Magellan Health Services Inc • Services-hospitals • Maryland
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered into by and between Henry T. Harbin, M.D., an individual ("Officer"), and Magellan Health Services, Inc., a Delaware corporation ("Employer").
