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EXHIBIT 2.19
SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO ASSET PURCHASE AGREEMENT (this "AMENDMENT") is
made and entered into as of the 18th day of July, 2000, by and among CHARTER
BEHAVIORAL HEALTH SYSTEMS, LLC, a limited liability company duly organized under
the laws of the State of Delaware ("CHARTER"), CHARTER BEHAVIORAL HEALTH SYSTEM
OF MANATEE PALMS, LP and CHARTER BEHAVIORAL HEALTH SYSTEM AT MANATEE ADOLESCENT
TREATMENT SERVICES, LP ("CHARTER SUBS"), CHARTER ADVANTAGE, LLC, a wholly-owned
subsidiary of Charter and a limited liability company duly organized under the
laws of the State of Delaware ("CHARTER ADVANTAGE"), and CHARTER MANAGED CARE
SERVICES, LLC, a wholly-owned subsidiary of Charter and a limited liability
company duly organized under the State of Delaware ("CHARTER MANAGED CARE")
(with Charter, Charter Subs, Charter Advantage, and Charter Managed Care being
collectively referred to as "THE CHARTER ENTITIES"), and RAMSAY YOUTH SERVICES,
INC., a corporation duly incorporated under the laws of the State of Delaware
("BUYER") (with The Charter Entities and Buyer referred to individually as a
"PARTY" and collectively as the "PARTIES").
W I T N E S S E T H:
WHEREAS, the Parties have entered into that certain Asset Purchase
Agreement dated May 19, 2000 (the "PURCHASE Agreement"), as amended by that
certain First Amendment to Asset Purchase Agreement dated June 28, 2000 (as
amended by the First Amendment, the "AMENDED PURCHASE AGREEMENT"), pursuant to
which Buyer is obligated to purchase and the Charter Entities are obligated to
sell the Purchased Assets related to operation of the Facilities known as
Manatee Palms, Manatee Adolescent Treatment Services and the Xxxxxxxx Center;
WHEREAS, the Parties desire to amend the Amended Purchase Agreement to
change the outside Closing Date;
NOW, THEREFORE, for and in consideration of the premises, the mutual
promises and covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. CAPITALIZED TERMS. Capitalized Terms contained in this Amendment which
are not defined herein shall have those meanings assigned to them in the Amended
Purchase Agreement.
2. AMENDMENT OF PURCHASE AGREEMENT. The Amended Purchase Agreement is
hereby amended as follows:
A. The last two sentences of Section 3.1 shall be removed, and shall be
replaced in their entirety with the following:
"Notwithstanding the previous sentence, the Closing Date must
occur on or before August 4, 2000. If the Closing does not
occur by August 4, 2000, then this Agreement shall terminate
automatically in accordance with Section 8.1, unless Buyer and
the Charter Entities mutually agree in writing to extend the
Closing Date."
B. Section 8.1(g) shall be removed in its entirety, and shall be
replaced with the following:
"(g) this Agreement shall automatically terminate if the
conditions in Section 6.3 hereof are not satisfied by August
4, 2000, or such other date as the Buyer an d the Charter
Entities mutually agree in writing; and"
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C. Section 8.1(h) shall be removed in its entirety, and shall be
replaced with the following:
(h) "this Agreement shall automatically terminate in the event
that the Closing does not occur by August 4, 2000, for any
reason other than those state in (a) through (g) above, unless
Buyer and the Charter Entities mutually agree in writing to
extend the Closing Date."
3. PURCHASE AGREEMENT IN FULL FORCE AND EFFECT. The Parties acknowledge
and agree that the Purchase Agreement, as amended by this Amendment, is in full
force and effect.
4. MISCELLANEOUS.
A. INTERPRETATION. This Amendment shall not be construed more strictly
against either party hereto regardless of which party is responsible for its
preparation, it being agreed that this Amendment was fully negotiated by both
parties.
B. HEADINGS. The titles, captions and headings contained in this
Amendment are inserted for convenience of reference only and are not intended to
be a part of or to affect in any way the meaning or interpretation of this
Amendment.
C. BINDING EFFECT. This Amendment shall be binding upon and shall
inure to the benefit of the parties and their respective heirs, representatives,
successors and permitted assigns.
D. GOVERNING LAW. This Amendment shall be governed by and construed in
accordance with the laws of Delaware, without regard to the principles of
conflicts of laws.
E. COUNTERPARTS; FAX SIGNATURES. This Amendment may be executed in one
or more counterparts, each of which shall be deemed to be an original, but all
of which together shall constitute the same agreement. Any signature page of any
such counterpart, or any electronic facsimile thereof, may be attached or
appended to any other counterpart to complete a fully executed counterpart of
this Amendment, and any telecopy or other facsimile transmission of any
signature shall be deemed an original and shall bind such party.
F. ENTIRE AGREEMENT. This Amendment, and the Amended Purchase
Agreement, together with all Exhibits, Appendices and Schedules to the Amended
Purchase Agreement contain the entire agreement and understanding concerning the
subject matter hereof between the parties and specifically supersedes any other
agreement or understanding among the parties related to the subject matter
hereof.
G. TIME IS OF THE ESSENCE. Time is of the essence for this Amendment.
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IN WITNESS WHEREOF, the undersigned have caused their respective duly
authorized representatives to execute this Amendment as of the day and year
first above written.
CHARTER BEHAVIORAL HEALTH
SYSTEMS, LLC
By:
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Name:
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Title:
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CHARTER BEHAVIORAL HEALTH SYSTEM
OF MANATEE PALMS, LP
By:
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Name:
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Title:
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CHARTER BEHAVIORAL HEALTH SYSTEM AT
MANATEE ADOLESCENT TREATMENT SERVICES, LP
By:
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Name:
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Title:
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CHARTER ADVANTAGE, LLC
By:
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Name:
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Title:
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CHARTER MANAGED CARE SERVICES, LLC
By:
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Name:
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Title:
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RAMSAY YOUTH SERVICES, INC.
By:
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Name:
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Title:
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