1
Exhibit 10(mm)
conformed
AMENDMENT NO. 2 TO INVESTMENT AGREEMENT
Reference is hereby made to the Investment Agreement, dated as of February
23, 1998, as amended on May 13, 1998 (the "Agreement"), between TPG Partners II,
L.P. (the "Investor") and Oxford Health Plans, Inc. (the "Company"). Capitalized
terms used but not defined herein shall have the meanings ascribed to such terms
in the Agreement.
The Investor and Company, pursuant to and in accordance with Section 11.07
of the Agreement, hereby agree to amend the Agreement as follows:
1. Section 8.13(a) of the Agreement is hereby amended by replacing the
words "July 31, 1998" with the words "September 15, 1998".
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 together
constitutes one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Amendment as of
August 27, 1998.
TPG PARTNERS II, L.P.
By: TPG GenPar II, L.P.
its General Partner
By: TPG Advisors II, Inc.
its General Partner
By: /s/ Xxxxx X'Xxxxx
----------------------------
Name: Xxxxx X'Xxxxx
Title: Vice President
OXFORD HEALTH PLANS, INC.
By: /s/ Xxxxxxx X. Xxxx
-----------------------------
Name: Xxxxxxx X. Xxxx
Title: Executive Vice President
and General Counsel
