Onex Corporation Canada Trust Tower 161 Bay Street - 49th Floor Toronto, Ontario M5J 2S1 Canada Fax No. (416) 362-5765 June 25, 2003 (July 3rd, 2003)
The undersigned (the Investor) previously entered into a Funding Commitment dated as of May 27, 2003 (the Commitment Letter) with Magellan Health Services, Inc., (together with all direct and indirect subsidiaries, Magellan, and such companies as reorganized in chapter 11 reorganization cases (the Chapter 11 Cases), Reorganized Magellan) pursuant to a chapter 11 plan of reorganization (the Modified Plan) that shall be in form and substance materially consistent with the Plan of Reorganization filed by Magellan on May 26, 2003 (with such changes as required to incorporate the terms of this Amended Commitment Letter and the Amended Term Sheet (the Plan Terms), which Modified Plan Magellan will seek to confirm as expeditiously as possible in such Chapter 11 Cases.
Onex Corporation Canada Trust Tower (May 29th, 2003)
The undersigned (the Investor) is pleased to provide, on the terms set forth herein and in the term sheet attached hereto as Exhibit A (the Term Sheet), a commitment to invest up to $200 million (the Investment) to purchase common stock of reorganized Magellan Health Services, Inc. (together with all direct and indirect subsidiaries, Magellan, and as reorganized pursuant to the chapter 11 filing of such companies on March 11, 2003 (the Chapter 11 Cases), Reorganized Magellan, and together with all direct and indirect subsidiaries, the Reorganized Companies) having the characteristics set forth in the Term Sheet, the proceeds of which investment are to be used by the Reorganized Companies as set forth in the Term Sheet. The Investors commitment for the Investment is subject solely to the conditions set forth in the Term Sheet. Capitalized terms used in this commitment without definition shall have the meanings given to them in the Term Sheet.