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Exhibit 2(c)
AMENDMENT TO
AGREEMENT OF PURCHASE AND SALE
This AMENDMENT TO THE AGREEMENT OF PURCHASE AND SALE (this
"Amendment") is made as of May 14, 1998, by and among PsychPartners, L.L.C., an
Alabama limited liability company, for itself and on behalf of its direct and
indirect wholly-owned subsidiaries that are parties to the Purchase Agreement
(as defined below)(collectively, the "Purchasers"), and Apogee, Inc., a Delaware
corporation, for itself and on behalf of certain of its direct and indirect
subsidiaries that are parties to the Purchase Agreement (collectively, the
"Sellers").
RECITALS:
WHEREAS, the parties hereto entered into that certain Agreement of
Purchase and Sale, dated as of December 26, 1997 (the "Purchase Agreement"),
which provides for the purchase by Purchasers of certain of the assets and stock
of Sellers; and
WHEREAS, the parties hereto amended the Purchase Agreement, by
letter dated April 3, 1998, to extend the Termination Date (as defined in the
Purchase Agreement) to May 30, 1998; and
WHEREAS, the parties hereto desire to further amend and supplement
certain provisions of the Purchase Agreement as set forth below.
NOW, THEREFORE, on consideration of the mutual covenants and
agreements contained herein and in the Purchase Agreement, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Terms. Capitalized terms used herein and not defined herein shall
have the meaning set forth in the Asset Purchase Agreement.
2. Amendment to Purchase Agreement.
(a) The cover page of the Purchase Agreement is hereby amended by
adding, immediately following "PsychPartners, Inc ", the following parties:
PsychPartners MPG, Inc.
PsychPartners North Florida, Inc.
PsychPartners of Florida, Inc.
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(b) The first paragraph of the Purchase Agreement is hereby amended
by adding, immediately following the words, "PsychPartners Mid-Atlantic, Inc., a
Delaware corporation", the following:
"PsychPartners MPG, Inc., a Delaware corporation, PsychPartners
North Florida, Inc., a Delaware corporation, and PsychPartners of
Florida, Inc., a Delaware corporation"
(c) All references in the Purchase Agreement to "Purchasers" shall
include PsychPartners of Florida, Inc., a Delaware corporation, PsychPartners
MPG, Inc., a Delaware corporation and PsychPartners North Florida, Inc., a
Delaware corporation.
(d) The cover page of the Purchase Agreement is hereby further
amended by deleting "AGP Acquisition, Inc." in its entirety and substituting
therefor, "AGP Acquisition Corp."
(e) All references to "AGP Acquisition, Inc." in the Purchase
Agreement shall be deleted in their entirety and "AGP Acquisition Corp." shall
be substituted therefor.
(f) All references to the phrase "November 30" in Section 1.7(a) of
the Purchase Agreement shall be deleted in their entirety and "December 31"
shall be substituted therefor.
(g) All references to the word "November" in Section 1.7(a) of the
Purchase Agreement, other than references to "November 30", shall be deleted in
their entirety and the word "December" shall be substituted therefor.
4. Acknowledgement by Additional Purchasers. By signing the
agreement below where indicated, PsychPartners North Florida, Inc.,
PsychPartners MPG, Inc. and PsychPartners of Florida, Inc. agree to be bound by
all terms and conditions of the Purchase Agreement, as heretofore and hereby
amended.
5 Effect on Purchase Agreement. Except as expressly modified hereby
or as necessary to conform to the express terms hereof, all terms and conditions
of the Purchase Agreement, as heretofore amended, shall remain in full force and
effect.
6. Counterparts. This Agreement may be executed in several
counterparts, and by the parties on separate counterparts, and all such
counterparts, which so executed and delivered, shall constitute but one and the
same agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
APOGEE, INC.
/s/ Xxxxxxxx X. Xxxxxx
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By: Xxxxxxxx X. Xxxxxx
Its: President
PSYCHPARTNERS, L.L.C.
/s/ Xxxxxx X. XxXxxx
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By: Xxxxxx X. XxXxxx
Its: Senior Vice President
Acknowledged and Agreed To By:
PSYCHPARTNERS NORTH
FLORIDA, INC.
/s/ Xxxxxx X. XxXxxx
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By: Xxxxxx X. XxXxxx
Its: Secretary
PSYCHPARTNERS OF FLORIDA, INC.
/s/ Xxxxxx X. XxXxxx
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By: Xxxxxx X. XxXxxx
Its: Secretary
PSYCHPARTNERS MPG, INC.
/s/ Xxxxxx X. XxXxxx
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By: Xxxxxx X. XxXxxx
Its: Secretary
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