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Exhibit 2(b)
APOGEE, INC.
0000 Xxxxx Xxxxxx
Xxxx xx Xxxxxxx, Xxxxxxxxxxxx 00000
April 3, 1998
VIA FACSIMILE AND FEDERAL EXPRESS
PsychPartners, L.L.C.
0000 Xxxxxxxxxxxxx Xxxx Xxxxx
Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xx. Xxxxx X. Xxxx
Ladies and Gentleman:
Reference is made to the Agreement of Purchase and Sale (the
"Purchase Agreement") dated as of December 26, 1997 by and among PsychPartners,
Inc., a Delaware corporation ("PsychPartners, Inc."), and the PsychPartners
MidAtlantic, Inc., a Delaware corporation ("MidAtlantic," and together with
PsychPartners, Inc., the "Purchasers"), PsychPartners, L.L.C., an Alabama
limited liability company ("PsychPartners"), Apogee, Inc., a Delaware
corporation ("Apogee"), and certain subsidiaries of Apogee (the subsidiaries
together with Apogee, the "Sellers"). Capitalized terms used herein and not
defined shall have the meanings set forth in the Purchase Agreement.
Pursuant to Section 9.1(b) of the Purchase Agreement, the Purchase
Agreement may be terminated at the election of either the Purchasers or the
Sellers if the Closing Date shall not have occurred on or before April 30, 1998
(the "Termination Date"), provided, that, no party shall be entitled to
terminate the Purchase Agreement pursuant to Section 9.1(b) if such party's
failure to fulfill any obligation under the Purchase Agreement has been the
primary cause of, or resulted in, the failure of the Closing to occur on or
before such date. In view of the fact that the review of Apogee's proxy
statement by the Securities and Exchange Commission has been in progress for a
period that is longer than was anticipated by the parties at the time the
Purchase Agreement was executed, we request and seek your agreement that the
Termination Date be extended until May 31, 1998 (the "Extension").
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If you agree to the Extension, kindly indicate such agreement by
countersigning below on behalf of PsychPartners and the Purchasers.
Very truly yours,
/s/ Xxxxxxxx X. Xxxxx
Xxxxxxxx X. Xxxxx
President
AGREED AND ACCEPTED
PSYCHPARTNERS, L.L.C.
for itself and on
behalf of the PURCHASERS
By /s/ Xxxxx X. Xxxx
-----------------------------------
Pres. PsychPartners
