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EXHIBIT 2.1
SECOND AMENDMENT
TO AGREEMENT AND PLAN OF MERGER
This Second Amendment ("Amendment") to the Agreement and Plan of Merger
dated as of September 23, 1998 by and among Youth Services International, Inc.,
Correctional Services Corporation and Palm Merger Corp., as amended by the First
Amendment thereto dated as of January 12, 1999 (as so amended, the "Merger
Agreement"), is entered into as of this 2nd day of March, 1999.
WHEREAS, the parties desire to amend the Merger Agreement to address
certain issues;
NOW, THEREFORE, in consideration of the covenants and agreements
contained herein, the Merger Agreement is hereby amended as set forth below.
1. SECTION 3.1.(a). The reference to ".375 shares" in Section 3.1.(a)
shall be deleted and replaced with a reference to ".275 shares."
2. SECTION 7.4. A new Section 7.4. shall be added as follows:
"7.4. Limitation on Conditions to Each Party's Obligation to
Effect the Merger.
(a) Notwithstanding the provisions of SECTION 7.1. and
SECTION 7.2., no event or circumstance of which either Parent or
Merger Subsidiary had actual knowledge at the time of execution
of the Second Amendment to the Agreement and Plan of Merger,
dated as of March 2, 1999, by and among the Company, Parent and
Merger Subsidiary (the "Second Amendment") shall constitute a
permissible basis to relieve Parent or Merger Subsidiary from
their obligations to effect the Merger pursuant to any condition
set forth in SECTION 7.1. or SECTION 7.2., including but not
limited to the condition set forth in SECTION 7.1.(g) (if an
event or circumstance of which either Parent or Merger Subsidiary
had actual knowledge at the time of execution of the Second
Amendment forms the basis for a failure of X.X. Xxxxxxxx to
render a fairness opinion to Parent), provided that the
limitation in this SECTION 7.4.(a) shall not apply to the
condition to Parent's and Merger Subsidiary's obligation to
effect the Merger set forth in SECTION 7.1.(a) (relating to a
failure by the holders of Shares or the holders of Parent Common
Stock to approve the Merger).
(b) Notwithstanding the provisions of SECTION 7.1. and
SECTION 7.3., no event or circumstance of which the Company had
actual knowledge at the time of execution of the Second Amendment
shall constitute a permissible basis to relieve the Company from
its obligation to effect the Merger pursuant to any condition set
forth in SECTION 7.1. or SECTION 7.3., including but not limited
to the condition set forth in SECTION 7.1.(f) (if an event or
circumstance of which the Company had actual knowledge at the
time of execution of the Second Amendment forms the basis for a
failure of SunTrust Equitable Securities to render a fairness
opinion to the Company), provided that the limitation in this
SECTION 7.4.(b) shall not apply to the condition to the Company's
obligation to
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effect the Merger set forth in SECTION 7.1.(a)(relating to a
failure by the holders of Shares or the holders of Parent Common
Stock to approve the Merger)."
3. SECTION 8.1.(d). The reference to "March 31, 1999" in Section 8.1.(d)
shall be deleted and replaced with a reference to "April 30, 1999."
4. SECTION 8.1.(e). Section 8.1.(e) is hereby amended and restated to
read in its entirety as follows:
"(e) By Parent after April 30, 1999, if any of the
conditions set forth in ARTICLE VII hereof, to which the Parent
and the Merger Subsidiary's obligations are subject, have not
been fulfilled or waived, unless such fulfillment has been
frustrated or made impossible by any act or failure to act of
Parent or the Merger Subsidiary;"
5. COUNTERPARTS. This Amendment may be executed in counterparts, each of
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.
6. MERGER AGREEMENT. The terms and provisions of the Merger Agreement, as
amended hereby, shall remain in full force and effect. All references to the
Merger Agreement contained therein shall refer to the Merger Agreement 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: Sr. Vice President
CORRECTIONAL SERVICES CORPORATION
By: /s/ Xxx Xxxxxx
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Name: Xxx Xxxxxx
Title: Chief Financial Officer
PALM MERGER CORP.
By: /s/ Xxx Xxxxxx
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Name: Xxx Xxxxxx
Title: Treasurer
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