EXHIBIT 4.3.1
FIRST AMENDMENT TO INDENTURE
This First Amendment ("Amendment") to the Indenture dated as of
October 15, 1996 (the "Original Indenture") by and between Youth Services
International, Inc. ("the Company") and The Chase Manhattan Bank, as Trustee
(the "Trustee"), is entered into as of this 31st day of March, 1999 by and among
the Company, the Trustee and Correctional Services Corporation, a Florida
corporation ("CSC").
WHEREAS, Section 7(n) of the Original Indenture provides that, in the
case of certain mergers of the Company, the person obligated to issue securities
upon conversion of the Securities (as defined in the Original Indenture) shall
execute and deliver to the Trustee an amendment addressing certain issues;
WHEREAS, the Company, CSC and Palm Merger Corporation, a Maryland
corporation and wholly-owned subsidiary of CSC ("Merger Sub"), have entered into
an Agreement and Plan of Merger, dated as of September 23, 1998, as amended,
(the "Merger Agreement"), pursuant to which Merger Sub will merge with and into
YSI (the "Merger") and each stockholder of YSI will receive .275 shares of the
Common Stock of CSC, $.01 par value per share (the "CSC Common Stock") in
exchange for each share of the Common Stock of YSI, $.01 par value per share,
owned by such YSI stockholder;
WHEREAS, the Section 7(n) of the Original Indenture is applicable to
the Merger; and
WHEREAS, the parties desire to amend the terms of the Original
Indenture as set forth below, in accordance with the requirements of Section
7(n) of the Original Indenture;
NOW THEREFORE, in consideration of the covenants and agreements
contained herein, the Original Indenture is hereby amended as set forth below.
1. Capitalized Terms. Capitalized terms not otherwise defined herein shall
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have the meanings set forth in the Original Indenture.
2. Conversion of Securities. Pursuant to the requirements of Section 7(n) of
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the Original Indenture, each Security outstanding as of the date hereof
shall automatically, without the consent of any holder, become convertible
only into the number of shares of CSC Common Stock which the holder would
have owned immediately after the Effective Time if the holder had converted
the Security at the conversion price in effect immediately before the
Effective Time, subject to adjustments as nearly equivalent as may be
practicable to the adjustments set forth in Section 7 of the Original
Indenture.
3. Counterparts. This Amendment may be executed in counterparts, each of
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which shall constitute one agreement, binding on the parties, and each
party hereby covenants and
agrees to execute all duplicates or replacement counterparts of this
Amendment as may be required.
4. Indenture. The terms and provisions of the Original Indenture, as amended
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hereby, shall remain in full force and effect. All references to the
Indenture contained therein shall refer to the Original Indenture as
amended hereby.
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered by
the duly authorized officers of the parties hereto as of the date first written
above.
YOUTH SERVICES INTERNATIONAL, INC.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Senior Vice President, Acting Chief
Financial Officer and General Counsel
THE CHASE MANHATTAN BANK
By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: Assistant Vice President
CORRECTIONAL SERVICES CORPORATION
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
Title: President and Chief Executive Officer
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