Exhibit 2
ASSIGNMENT
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This Assignment (the "Assignment") is made as of this 25th day of August,
1999, by TPG Magellan, LLC, a Delaware limited liability company (the
"Assignor"), to TPG Partners II, L.P. ("Partners II"), TPG Parallel II, L.P.
("Parallel II"), TPG Investors II, L.P. ("Investors II"), and TPG 1999 Equity
Partners, L.P. ("TPG 1999" and, together with Partners II, Parallel II and
Investors II, the "Assignees").
RECITALS
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WHEREAS, the Assignor and Magellan Health Services, Inc., ("Magellan") have
entered into an Investment Agreement dated as of July 19, 1999 (the "Investment
Agreement"), whereby the Assignor has agreed to purchase the Series A Preferred
Stock and Series B Preferred Stock (as defined therein) pursuant to the terms
and conditions set forth therein;
WHEREAS, the Assignor may, pursuant to Section 11.09 of the Investment
Agreement, assign all or any portion of its rights thereunder to any of its
affiliates;
WHEREAS, the Assignor and Magellan have entered into the Registration
Rights Agreement (the "Registration Rights Agreement") dated as of July 19,
1999, whereby the Assignor has been granted certain registration rights;
WHEREAS, the Assignor may, pursuant to Section 3.5 of the Registration
Rights Agreement, assign all or any portion of its rights thereunder to any of
its affiliates; and
WHEREAS, the Assignor desires to transfer (A)(i) to Partners II its rights
under the Investment Agreement to purchase 50,323 shares of the Series A
Preferred Stock and 13,941 shares of the Series B Preferred Stock on the terms
and conditions set forth therein, and its rights under the Registration Rights
Agreement with respect thereto, (ii) to Parallel II its rights under the
Investment Agreement to purchase 3,434 shares of the Series A Preferred Stock
and 951 shares of the Series B Preferred Stock on the terms and conditions set
forth therein, and its rights under the Registration Rights Agreement with
respect thereto, (iii) to Investors II its rights under the Investment Agreement
to purchase 5,249 shares of the Series A Preferred Stock and 1,454 shares of the
Series B Preferred Stock on the terms and conditions set forth therein, and its
rights under the Registration Rights Agreement with respect thereto and (iv) to
TPG 1999 its rights under the Investment Agreement to purchase 57 shares of the
Series A Preferred Stock and 16 shares of the Series B Preferred Stock on the
terms and conditions set forth therein, and its rights under the Registration
Rights Agreement with respect thereto, and (B) to each of the Assignees its
rights and obligations under the Investment Agreement and the Certificates of
Designation (such rights described in clauses (i) through (iv), together with
all rights and obligations of the Assignor under the Investment Agreement and
the Certificates of Designation, the "Assigned Rights").
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein and for other good and valuable consideration, the receipt, adequacy, and
sufficiency of which are hereby acknowledged, Assignor hereby agrees as follows:
ARTICLE I
ASSIGNMENT
The Assignor hereby assigns, sets over, transfers, and conveys to the
Assignees the Assigned Rights and the Assignees hereby assume all of the
Assigned Rights.
ARTICLE II
POWERS OF ASSIGNEE
The Assignor expressly intends to confer on the Assignees any and all
powers that the Assignees deem necessary or expedient to carry out the purposes
of this Assignment.
ARTICLE III
WAIVER AND MODIFICATION
No waiver, modification, release, or cancellation of this Assignment or any
portion of this Assignment shall be binding unless evidenced by a writing
executed by the Assignor and the Assignees.
ARTICLE IV
PERSONS BOUND BY ASSIGNMENT
This Assignment shall inure to and be binding on the successors and assigns
of the Assignor and the Assignees.
ARTICLE V
GOVERNING LAW
This Assignment shall be governed by, construed, and enforced in accordance
with the laws of the State of New York.
ARTICLE VI
EFFECTIVENESS
This Assignment shall become effective as of this 25th day of August, 1999.
IN WITNESS WHEREOF, the Assignor has caused this Assignment to be duly
executed as of this 25th day of August, 1999.
TPG MAGELLAN, LLC
By: TPG Advisors II, Inc., General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
TPG PARTNERS II, L.P.
By: TPG GenPar II, L.P., General Partner
By: TPG Advisors II, Inc., General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
TPG PARALLEL II, L.P.
By: TPG GenPar II, L.P., General Partner
By: TPG Advisors II, Inc., General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
TPG INVESTORS II, L.P.
By: TPG GenPar II, L.P., General Partner
By: TPG Advisors II, Inc., General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President
TPG 1999 EQUITY PARTNERS II, L.P.
By: TPG Advisors II, Inc., General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Vice President