HEALTH CARE CAPITAL PARTNERS L.P.
and
HEALTH CARE EXECUTIVE PARTNERS L.P.
The Mill
00 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
July 2, 1999
BY FACSIMILE
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America Service Group Inc.
000 Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Re: Issuance of Notes and Warrant Certificates
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Reference is made to the Amendment to Securities Purchase Agreement,
dated June 17, 1999 (the "Amendment"), among America Service Group Inc.
("ASG"), Health Care Capital Partners L.P. ("HCCP") and Health Care
Executive Partners L.P. ("HCEP," and together with HCCP, the "Purchasers").
Capitalized terms used herein and not otherwise defined shall have the
meanings assigned to them in the Amendment.
Section 1 of the Amendment provides that 1) ASG shall redeem $7.5
million aggregate principal amount of the Notes on July 2, 1999 by paying
the Redemption Price to the Purchasers; and 2) simultaneously with the
payment of the Redemption Price, ASG shall execute and deliver to the
Purchasers amended and restated Warrant Certificates reflecting the
amendments set forth in Exhibit A to the Amendment (the "Amended Warrant
Certificates"). By this letter, we are confirming that notwithstanding
Section 1 of the Amendment, ASG and the Purchasers have agreed that 1) ASG
shall pay the Redemption Price to the Purchasers on July 2, 1999; and 2) no
later than July 16, 1999, ASG shall issue and deliver to the Purchasers a)
the Amended Warrant Certificates, dated as of July 2, 1999 and b) amended
and restated Notes, dated as of July 2, 1999, reflecting the principal
amount redeemed. In addition, notwithstanding the later delivery of the
Amended Warrant Certificates, ASG and the Purchasers agree that the Amended
Warrant Certificates shall be effective as of July 2, 1999.
If you are in agreement with the foregoing, please execute this letter
in duplicate and return one signed original to the undersigned at the
address set forth above.
HEALTH CARE CAPITAL PARTNERS L.P.
By: XXXXXX XXXXXXX XXXXXXXX
& CO. LLC, its General Partner
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Member
HEALTH CARE EXECUTIVE PARTNERS L.P.
By: XXXXXX XXXXXXX XXXXXXXX
& CO. LLC, its General Partner
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Member
Accepted and Agreed to as of
July 2, 1999
AMERICA SERVICE GROUP INC.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: General Counsel
