1
Exhibit 10(nn)
conformed
AMENDMENT NUMBER 3 TO INVESTMENT AGREEMENT
Reference is hereby made to the Investment Agreement, dated as of
February 23, 1998 (the "Agreement"), between TPG Partners II, L.P. (the
"Investor") and Oxford Health Plans, Inc. (the "Company"), as such agreement has
been amended. Capitalized terms used but not defined herein shall have the
meaning ascribed to such terms in the Agreement.
The Investor and the Company, pursuant to, and in accordance with,
Section 11.07 and Section 6.01 (c)(iv) of the Agreement, hereby agree to amend
the Agreement by adding the following new subsection (e) to Section 6.01:
"(e) Nothing contained in this Section 6.01 shall prohibit any
individual who is an Affiliate of the Investor from acquiring Beneficial
Ownership of shares of Common Stock; provided, that the aggregate number of
shares of Common Stock acquired by all such individuals pursuant to this Section
6.01 (e) shall not exceed 2,000,000."
This Amendment may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which when so
executed and delivered shall be an original, but all of which constitute one and
the same instrument.
This Amendment shall become effective upon the receipt by the
Investor and the Company of all required approvals from state regulatory
agencies. The Company and the Investor shall use their best efforts to obtain
such approvals, and the Company shall promptly notify the Investor of the
receipt of such approvals.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as
of November 19, 1998.
TPG PARTNERS II, L.P.
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx
Title: Principal
OXFORD HEALTH PLANS, INC.
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: Executive Vice President,
General Counsel
