-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hj4IrBiKyX61Py4SMt0g8A1dakFmcRrH2BdNls7KCQnuRKooFftROE0Y+zvZp7CQ UQNNf7AtR8n243nNQBympQ== /in/edgar/work/0000903423-00-000465/0000903423-00-000465.txt : 20001030 0000903423-00-000465.hdr.sgml : 20001030 ACCESSION NUMBER: 0000903423-00-000465 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001027 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OXFORD HEALTH PLANS INC CENTRAL INDEX KEY: 0000865084 STANDARD INDUSTRIAL CLASSIFICATION: [6324 ] IRS NUMBER: 061118515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42115 FILM NUMBER: 747833 BUSINESS ADDRESS: STREET 1: 48 MONROE TURNPIKE CITY: TRUMBULL STATE: CT ZIP: 06611 BUSINESS PHONE: 2034596000 MAIL ADDRESS: STREET 1: 48 MONROE TURNPIKE CITY: TRUMBULL STATE: CT ZIP: 06611 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TPG PARTNERS II LP CENTRAL INDEX KEY: 0001043167 STANDARD INDUSTRIAL CLASSIFICATION: [0000 ] IRS NUMBER: 752698246 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 201 MAIN ST STE 2420 CITY: FT WORTH STATE: TX ZIP: 76102 BUSINESS PHONE: 8178714000 MAIL ADDRESS: STREET 1: 201 MAIN ST STE 2420 CITY: FT WORTH STATE: TX ZIP: 76102 SC 13D/A 1 0001.txt SCHEDULE 13D/A OMB APPROVAL ---------------------------- OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden hours per form.........14.9 - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - -------------------------------------------------------------------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Oxford Health Plans, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 691471 10 6 - -------------------------------------------------------------------------------- (CUSIP Number) Paul J. Shim, Esq. Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, New York 10006 (212) 225-2000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 25, 2000 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. Seess. 240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). This Amendment No. 5 amends and supplements the Schedule 13D filed on March 5, 1998, as amended (the "Schedule"), by TPG Partners II, L.P. ("TPG"), TPG Oxford LLC, TPG Parallel II, L.P. ("TPG Parallel") and TPG Investors II, L.P. ("TPG Investors"), with respect to the common stock, par value $0.01 per share (the "Common Stock"), of Oxford Health Plans, Inc., a Delaware corporation (the "Company"). All capitalized terms used in this Amendment and not otherwise defined in this Amendment have the meanings ascribed to such terms in the Schedule. Item 4. Purpose of Transaction. Item 4 is hereby amended and supplemented by adding the following at the end thereof: Exchange and Repurchase Agreement The Exchange and Repurchase. TPG, TPG Parallel and TPG Investors (collectively, the "TPG Parties"), the Assignees (together with the TPG Parties, the "Holders") and the Company entered into an Exchange and Repurchase Agreement, dated as of October 25, 2000 (the "Repurchase Agreement"), pursuant to which the parties agreed that, at the Closing Date (as defined in the Repurchase Agreement), (i) the Company will declare and pay to the Holders in cash all dividends accumulated and unpaid on the Series D Preferred Stock and the Series E Preferred Stock through the Closing Date, (ii) the Company will purchase from the Holders 11,543,534.09972 Series A Warrants and 78,591.70585 shares of Series D Preferred Stock for an aggregate purchase price of $220,010,900.28 (the "Repurchase"), and (iii) the Holders will exchange 4,256,455 Series A Warrants, 6,730,000 Series B Warrants (such Series A Warrants and Series B Warrants together, the "Exchange Warrants"), 168,726.49373 Series D Preferred Stock, and 26,283.27600 Series E Preferred Stock (such Series D Preferred Stock and Series E Preferred Stock together, the "Exchange Preferred") for 10,986,455 shares of Common Stock (the "Warrant Shares") by exercising the Exchange Warrants and delivering to the Company the Exchange Preferred in payment of the exercise price of the Exchange Warrants (the "Exchange"). As a result of the Exchange and Repurchase, the Holders will no longer hold any Warrants, Series D Preferred Stock or Series E Preferred Stock. Resale Restrictions of Warrant Shares. Following receipt by the Holders of the Warrant Shares, each Holder will not offer or sell any Warrant Shares (other than to the Company) prior to February 15, 2001, subject to certain exceptions. Closing Conditions. The obligations of each of the Holders and of the Company to consummate the Exchange and Repurchase are subject to certain conditions, including (i) the consummation by the Company of its Offer to Purchase and Consent Solicitation relating to the Company's 11% Senior Notes due 2005 (the "Notes") and the amendment of the Notes in a manner to permit the transactions contemplated by the Repurchase Agreement, (ii) each of the representations and warranties of the Company or the Holders, as the case may be, shall be true and correct, and (iii) the receipt by the Company of bank financing in an amount of up to $400 million (but not less than $300 million). Termination of Investment Agreement. Upon the consummation of the Exchange and the Repurchase, the Investment Agreement shall be terminated and be of no further force and effect, except that certain indemnification provisions of the Investment Agreement shall survive with respect to acts, omission or events that occur on or before the Closing Date. Termination. The Repurchase Agreement may be terminated (i) at any time prior to the Closing Date by the Company or a majority in interest of the Holders if the Exchange and Repurchase shall not have been consummated by the close of business on January 16, 2001 or (ii) at any time after the close of business on November 10, 2000 and prior to the close of business on November 30, 2000 if by the close of business on November 10, 2000 the Company shall not have received a commitment letter relating to the bank financing discussed above under "Closing Conditions." The Repurchase Agreement is filed as Exhibit 17 hereto and is incorporated by reference herein. The foregoing description of the Repurchase Agreement is qualified in its entirety by reference to such agreement. Item 6. Contracts, Arrangements, understandings or Relationship with Respect to Securities of the Issuer Item 6 is hereby amended and supplemented by the incorporation by reference of the disclosure set forth under Item 4 of this Amendment. Item 7. Material to be Filed as Exhibits Exhibit 17 Exchange and Repurchase Agreement, dated as of October 25, 2000, by and between TPG Partners II, L.P., TPG Parallel II, L.P., TPG Investors II, L.P., Chase Equity Associates, L.P., Oxford Acquisition Corp., the DLJ Entities and Oxford Health Plans, Inc. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to TPG Partners II, L.P. is true, complete and correct. Dated: October 27, 2000 TPG PARTNERS II, L.P. By: TPG GenPar II, L.P. its General Partner By: TPG Advisors II, Inc. its General Partner By: /s/ Richard A. Ekleberry -------------------------------- Name: Richard A. Ekleberry Title: Vice President SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to TPG Parallel II, L.P. is true, complete and correct. Dated: October 27, 2000 TPG PARALLEL II, L.P. By: TPG GenPar II, L.P. its General Partner By: TPG Advisors II, Inc. its General Partner By: /s/ Richard A. Ekleberry -------------------------------- Name: Richard A. Ekleberry Title: Vice President SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to TPG Investors II, L.P. is true, complete and correct. Dated: October 27, 2000 TPG INVESTORS II, L.P. By: TPG GenPar II, L.P. its General Partner By: TPG Advisors II, Inc. its General Partner By: /s/ Richard A. Ekleberry -------------------------------- Name: Richard A. Ekleberry Title: Vice President EXHIBIT INDEX Exhibit Page ------- ---- 1. Joint Filing Agreement, dated as of March 4, 1998 among TPG * Partners II, L.P., TPG Oxford LLC, TPG Parallel II, L.P. and TPG Investors II, L.P. 2. Investment Agreement, dated as of February 23, 1998 by and * between TPG Oxford LLC and Oxford Health Plans, Inc. 3. Certificate of Designations of Series A Cumulative Preferred * Stock (attached as Exhibit A to the Investment Agreement). 4. Form of Series A Warrant Certificate (attached as Exhibit B to * the Investment Agreement). 5. Certificate of Designations of Series B Cumulative Preferred * Stock (attached as Exhibit C to the Investment Agreement). 6. Form of Series B Warrant Certificate (attached as Exhibit D to * the Investment Agreement). 7. Certificate of Designations of Series C Participating Preferred * Stock (attached as Exhibit E to the Investment Agreement). 8. Registration Rights Agreement, dated as of February 23, 1998 by * and between Oxford Health Plans, Inc. and TPG Oxford LLC. 9. Assignment Agreement, dated as of April 23, 1998, by and among * TPG Oxford LLC and the DLJ Entities. 10. Assignment Agreement, dated as of April 28, 1998, by and * between TPG Oxford LLC and Oxford Acquisition Corp. 11. Assignment Agreement, dated as of April 28, 1998, by and * between TPG Oxford LLC and Chase Equity Associates, L.P. 12. Assignment Agreement, dated as of August 21, 1998 by and * between TPG Oxford LLC and TPG Partners II, L.P. 13. Amendment No. 3 to Investment Agreement, dated as of November * 19, 1998 14. Share Exchange Agreement, dated as of February 13, 1999 by and * between TPG Partners II, L.P., TPG Parallel II, L.P., TPG Investors II, L.P., Chase Equity Associates, L.P., Oxford Acquisition Corp., the DLJ Entities and Oxford Health Plans, Inc. 15. Certificate of Designations of Series D Cumulative Preferred * Stock 16. Certificate of Designations of Series E Cumulative Preferred * Stock 17. Exchange and Repurchase Agreement dated as of October 25, 2000, 9 by and between TPG Partners II, L.P., TPG Parallel II, L.P., TPG Investors II, L.P., Chase Equity Associates, L.P., Oxford Acquisition Corp., the DLJ Entities and Oxford Health Plans, Inc. * Previously filed EX-17 2 0002.txt EXECUTION COPY EXCHANGE AND REPURCHASE AGREEMENT EXCHANGE AND REPURCHASE AGREEMENT, dated as of October 25, 2000 (the "Agreement"), by and among TPG Partners II, L.P., a Delaware limited partnership ("TPG Partners"), TPG Parallel II, L.P., a Delaware limited partnership ("TPG Parallel"), TPG Investors II, L.P., a Delaware limited partnership ("TPG Investors", and together with TPG Partners and TPG Parallel, "TPG"), Chase Equity Associates, L.P., a Delaware limited partnership ("Chase"), Oxford Acquisition Corp., a Delaware corporation ("Acquisition"), the entities listed as "DLJ Entities" on the signature pages hereto (each, a "DLJ Entity," and together with TPG, Chase and Acquisition, the "Investors") and Oxford Health Plans, Inc., a Delaware corporation (the "Company"). WHEREAS, the Investors are the holders of 247,318.200 shares of the Company's Series D Cumulative Preferred Stock, par value $0.01 per share ("Series D Shares"), 26,283.276 shares of the Company's Series E Cumulative Preferred Stock, par value $0.01 per share ("Series E Shares"), 15,800,000 Series A Warrants of the Company ("Series A Warrants") to purchase shares of the Company's Common Stock, par value $0.01 per share ("Common Stock"), and 6,730,000 Series B Warrants of the Company ("Series B Warrants") to purchase shares of Common Stock (the Series A Warrants and the Series B Warrants being hereinafter collectively referred to as the "Warrants"); and WHEREAS, the Company desires to purchase from the Investors, and the Investors desire to sell to the Company, 78,591.70585 Series D Shares and 11,543,534.09972 Series A Warrants for an aggregate purchase price of $220,010,900.28, on the terms, and subject to the conditions, set forth below (the "Repurchase"); and WHEREAS, the Investors desire to exchange with the Company all remaining Series D Shares and all Series E Shares for shares of Common Stock by the exercise of all remaining Warrants, on the terms, and subject to the conditions, set forth below (the "Exchange"); and WHEREAS, the Company desires to terminate the Investment Agreement, dated as of February 23, 1998, between the Company and TPG Oxford LLC, as amended (the "Investment Agreement"), and the Investors are willing to terminate the Investment Agreement effective immediately upon consummation of the Exchange and Repurchase; NOW, THEREFORE, in consideration of the premises and the mutual agreements set forth herein, the parties hereto agree as follows: SECTION 1. The Exchange and Repurchase. Upon the terms and subject to the conditions set forth in this Agreement: (a) The Company shall declare and pay in cash on the Closing Date (as defined in Section 2) all accumulated and unpaid dividends on the Series D Shares and Series E Shares to the Closing Date. Each Investor shall, on the Closing Date, exchange the number of Series D Shares and Series E Shares set forth opposite such Investor's name on Schedule B hereto (such shares being hereinafter referred to as such Investor's "Exchange Preferred Shares") for that number of shares of Common Stock set forth opposite such Investor's name on Schedule B hereto ("Warrant Shares") by exercising the number of Series A Warrants and Series B Warrants set forth opposite such Investor's name on Schedule B hereto (such Warrants being hereinafter referred to as such Investor's "Exchange Warrants") and delivering to the Company, on the Closing Date, the Exchange Preferred Shares in payment of the exercise price of the Exchange Warrants. The Company and the Investors intend that the Exchange will be treated as a recapitalization within the meaning of Section 368(a)(1)(E) of the Internal Revenue Code of 1986, as amended, and agree not to take any position with any tax authority that is inconsistent with such treatment. (b) On the Closing Date, the Company shall purchase from each Investor, and each Investor shall sell to the Company, the number of Series A Warrants and Series D Shares set forth opposite such Investor's name on Schedule C hereto, for the aggregate purchase price set forth opposite such Investor's name on Schedule C hereto. SECTION 2. Closing. (a) The closing of the transactions contemplated in this Agreement shall occur as soon as practicable after the conditions set forth in Section 6 have been satisfied. The time at which the closing occurs is referred to as the "Closing Date". (b) On the Closing Date, as a part of a simultaneous transaction, each Investor shall deliver to the Company all Warrants, Series D Shares and Series E Shares owned by such Investor, and the Company shall pay to each Investor, by wire transfer to an account designated by such Investor, in immediately available funds the amounts payable by the Company to such Investor pursuant to Section 1 and deliver to each Investor such Investor's Warrant Shares. SECTION 3. Company's Representations and Warranties. The Company represents and warrants to, and agrees with, each Investor as follows: (a) The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement, and the consummation by the Company of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Company. (b) This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity. (c) Except for regulatory approvals, registrations, declarations and filings that would not prevent or materially delay the consummation of the transactions contemplated hereby, or impair the Company's ability to consummate the transactions contemplated hereby, no regulatory approval from, or registration, declaration or filing with, any governmental entity is required to be made or obtained by the Company or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. (d) The execution and delivery of this Agreement does not, and the performance of the obligations set forth herein and the consummation of the transactions contemplated hereby will not (i) violate any provision of the Company's Second Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), or the Bylaws of the Company or the comparable governing instruments of any of its subsidiaries; (ii) give rise to any rights of first refusal or other similar rights on behalf of any person under any applicable law or any provision of the Certificate of Incorporation or the Bylaws of the Company or any agreement or instrument applicable to the Company; (iii) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration or modification of any right or obligation under, or give rise to a right to put or to compel a tender offer for outstanding securities of the Company or any of its subsidiaries under, or require any consent, waiver or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, regulatory approval, contract or any other agreement, instrument or obligation to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any property of the Company or any of its subsidiaries is bound; or (iv) violate any law applicable to the Company or any of its subsidiaries; other than, in the case of clauses (ii) through (iv) above, such exceptions as would not prevent or materially delay the consummation of the transactions contemplated hereby, or impair the Company's ability to consummate the transactions contemplated hereby on the Closing Date, and would not have, individually or in the aggregate, a material adverse effect on the financial condition, results of operations, business or regulatory condition of the Company and its subsidiaries taken as a whole. SECTION 4. Investors' Representations and Warranties. Each Investor, severally and not jointly, represents and warrants to, and agrees with, the Company as follows: (a) Such Investor has all requisite power and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery and performance of this Agreement, and the consummation by such Investor of the transactions contemplated hereby, have been duly authorized by all other necessary action on the part of such Investor. (b) Such Investor owns the number of Series D Shares, Series E Shares, Series A Warrants and Series B Warrants set forth opposite such Investor's name on Schedule A hereto, free and clear of all liens, encumbrances, claims and security interests. (c) This Agreement has been duly executed and delivered by such Investor, and this Agreement constitutes a legal, valid and binding obligation of such Investor, enforceable against such Investor in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general principles of equity. (d) Except for regulatory approvals, registrations, declarations and filings that would not prevent or materially delay the consummation of the transactions contemplated hereby, or impair such Investor's ability to consummate the transactions contemplated hereby, no regulatory approval from, or registration, declaration or filing with, any governmental entity is required to be made or obtained by such Investor in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby. (e) The execution and delivery of this Agreement does not, and the performance of the obligations set forth herein and the consummation of the transactions contemplated hereby will not, (i) violate any provision of the organizational documents of such Investor; (ii) conflict with, contravene or result in a breach or violation of any of the terms or provisions of, or constitute a default (with or without notice or the passage of time) under, or result in or give rise to a right of termination, cancellation, acceleration or modification of any right or obligation under, or require any consent, waiver or approval under, any note, bond, debt instrument, indenture, mortgage, deed of trust, lease, loan agreement, joint venture agreement, regulatory approval, contract or any other agreement, instrument or obligation to which such Investor is a party or by which such Investor or any of its property is bound; or (iii) violate any law applicable to the Investor; other than, in the case of clauses (ii) and (iii) above, such exceptions as would not prevent or materially delay the consummation of the transactions contemplated hereby, or impair such Investor's ability to consummate the transactions contemplated hereby on the Closing Date. (f) Such Investor acknowledges that neither the Company nor any of its advisers has made any representation or warranty, or provided any advice, to such Investor regarding any federal, state or local tax consequences to such Investor in connection with or arising from any of the transactions contemplated by this Agreement, and such Investor has consulted its own tax adviser regarding such matters. (g) Such Investor acknowledges that the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and may be sold or disposed of only pursuant to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirements of the Securities Act. SECTION 5. Restriction on Resale of Warrant Shares. Each Investor agrees not to offer or sell any Warrant Shares (other than to the Company) prior to February 15, 2001; provided, however, that any Investor may at any time transfer any or all of its Warrant Shares to one or more of its Permitted Transferees, provided, that each such Permitted Transferee agrees to be bound by the transfer restrictions set forth in this Section. For purposes hereof, the term "Permitted Transferee" shall mean (i) any general or limited partner of any Investor (an "Investor Partner"), and any corporation, partnership or other entity that is an affiliate (as defined in Rule 144 under the Securities Act) of any Investor Partner or Investor (collectively, the "Investor Affiliate"), (ii) any managing director, general partner, director, limited partner or employee of an Investor Affiliate or the heirs, executors, administrators, testamentary trustees, legatees or beneficiaries of any of such persons referred to in this clause (collectively, the "Investor Associates"), and (iii) any trust, the beneficiaries of which, or any corporation, limited liability company or partnership, the stockholders, members or general or limited partners of which include only such Investor, Investor Affiliates, Investor Associates, their spouses or their lineal descendants. SECTION 6. Closing Conditions. The respective obligations of the Company and the Investors to consummate the transactions contemplated in this Agreement are subject to the satisfaction or waiver on or prior to the Closing Date of each of the conditions set forth below: (a) Concurrently with or prior to the consummation of the transactions contemplated by this Agreement, the Company shall consummate its Offer to Purchase and Consent Solicitation (the "Offer") relating to the Company's 11% Senior Notes due 2005 (the "Notes"), and the Company and the trustee for the Notes shall have amended the indenture, dated May 13, 1998 (the "Note Indenture"), in a manner that will permit the transactions contemplated by this Agreement, and such amendment shall have become effective in accordance with its terms, as contemplated by the Offer to Purchase and Consent Solicitation Statement relating to the Offer. (b) Each of the representations and warranties of the Company or the Investors, as the case may be, shall be true and correct as if made on the Closing Date. (c) The Company shall have received bank financing in the amount of up to $400 million (but not less than $300 million) on terms reasonably acceptable to it. SECTION 7. Best Efforts. The Company agrees to use its best efforts to (i) obtain the requisite consents of holders of Notes to the amendment of the Note Indenture specified in Section 6(a), (ii) consummate the Offer (which Offer shall be reasonably designed to procure such amendment of the Note Indenture), and (iii) procure the bank financing as specified in Section 6(c). SECTION 8. Termination of the Investment Agreement. Immediately upon consummation of the Exchange and Repurchase on the Closing Date, the Investment Agreement shall be terminated and shall become null and void and of no further force and effect, and each party to the Investment Agreement shall be fully and unconditionally discharged and released from any and all obligations, liabilities and claims based upon, or arising from or under, or relating to, the Investment Agreement; provided, however, that the indemnification provisions of clause (ii) of Section 11.05(a) (and, solely insofar as they relate to clause (ii) of Section 11.05(a), Sections 11.05(c), 11.06 (except that the address of the Company in paragraph (a) thereof shall be amended to read "Oxford Health Plans, Inc., 48 Monroe Turnpike, Trumbull, CT 06611, Attention: General Counsel"), 11.09 and 11.10(a)) of the Investment Agreement shall remain in full force and effect in respect of any litigation, claims, suits, proceedings, penalties, costs, liabilities, damages and expenses as a result of, relating to or arising out of acts, omissions or events that occur on or before the Closing Date. Notwithstanding such termination of the Investment Agreement, the Registration Rights Agreement, dated as of February 23, 1998, between the Company and TPG Oxford LLC, shall remain in full force and effect. SECTION 9. Custody Agreement. Upon the request of the Company, not more than 14 days prior to the anticipated Closing Date, each Investor shall deposit the Series D Shares, Series E Shares and Warrants owned by such Investor with a custodian pursuant to a custody agreement in form and substance reasonably satisfactory to the parties hereto. SECTION 10. Termination. This Agreement may be terminated by notice in writing (i) at any time prior to the Closing Date by the Company or a majority in interest of the Investors if the Exchange and Repurchase shall not have been consummated by the close of business on January 16, 2001, or (ii) at any time after the close of business on November 10, 2000 and prior to the close of business on November 30, 2000, by a majority in interest of the Investors if the Company shall not have received by the close of business on November 10, 2000, a commitment letter on customary terms, subject to syndication, relating to the bank financing referred to in Section 6(c). SECTION 11. Entire Agreement; Amendment. This Agreement sets forth the entire agreement among the parties hereto with respect to the transactions contemplated by this Agreement and supersedes any other agreement or understanding (whether written or oral) with respect thereto. Any provision of this Agreement may be amended, modified or supplemented in whole or in part at any time by an agreement in writing among the parties hereto executed in the same manner as this Agreement; provided, however, that in the case of the Company, any such amendment, modification or supplement must be approved by a majority of the directors of the Company other than the Investor Nominees (as defined in the Investment Agreement) and any other directors who are employed by or serve as a director of any Investor or any affiliate of an Investor (other than the Company or any subsidiary of the Company). SECTION 12. Further Assurances. Each Investor agrees that it will provide such further assurances, and execute and deliver such certificates or other documents, as the Company may reasonably request regarding such Investor's rights, title and interests in the Series D Shares, Series E Shares and Warrants to be exchanged, exercised or sold by such Investor pursuant to this Agreement or may otherwise reasonably request to the extent necessary or desirable in order to effect the transactions contemplated by this Agreement in accordance with its terms. SECTION 13. Effectiveness; Counterparts. This Agreement shall become effective when executed by each of the parties hereto. This Agreement may be executed in any number of separate counterparts, each of which shall, collectively and separately, constitute one agreement. SECTION 14. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the principles thereof regarding conflicts of law. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers or partners thereunto duly authorized, as of the date first above written. OXFORD HEALTH PLANS, INC. By:/s/ Norman C. Payson M.D. -------------------------------- Name: Norman C. Payson M.D. Title: Chairman & CEO TPG PARTNERS II, L.P. By: TPG GenPar II, L.P. General Partner By: TPG Advisors II, Inc. General Partner By:/s/ Richard A. Ekleberry -------------------------------- Name: Richard A. Ekleberry 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/ Richard A. Ekleberry -------------------------------- Name: Richard A. Ekleberry 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/ Richard A. Ekleberry -------------------------------- Name: Richard A. Ekleberry Title: Vice President CHASE EQUITY ASSOCIATES, L.P. By: Chase Capital Partners General Partner By:/s/ Chris Behrens -------------------------------- Name: Chris Behrens Title: General Partner OXFORD ACQUISITION CORP. By:/s/ John D. Howard -------------------------------- Name: John D. Howard Title: Executive Vice President DLJ ENTITIES: DLJMB FUNDING II, INC. /s/ Ivy B. Dodes ----------------------------- Name: Ivy B. Dodes Title: Principal DLJ MERCHANT BANKING PARTNERS II, L.P. By: DLJ Merchant Banking II, Inc. Managing General Partner /s/ Ivy B. Dodes ----------------------------- Name: Ivy B. Dodes Title: Principal DLJ MERCHANT BANKING PARTNERS II-A, L.P. By: DLJ Merchant Banking II, Inc. Managing General Partner /s/ Ivy B. Dodes ----------------------------- Name: Ivy B. Dodes Title: Principal DLJ OFFSHORE PARTNERS II, C.V. By: DLJ Merchant Banking II, Inc. Managing General Partner /s/ Ivy B. Dodes ----------------------------- Name: Ivy B. Dodes Title: Principal DLJ DIVERSIFIED PARTNERS, L.P. By: DLJ Diversified Partners, L.P. Managing General Partner /s/ Ivy B. Dodes ----------------------------- Name: Ivy B. Dodes Title: Principal DLJ DIVERSIFIED PARTNERS-A, L.P. By: DLJ Diversified Partners, L.P. Managing General Partner /s/ Ivy B. Dodes ----------------------------- Name: Ivy B. Dodes Title: Principal DLJ MILLENNIUM PARTNERS, L.P. By: DLJ Merchant Banking II, Inc. Managing General Partner /s/ Ivy B. Dodes ----------------------------- Name: Ivy B. Dodes Title: Principal DLJ MILLENNIUM PARTNERS-A, L.P. By: DLJ Merchant Banking II, Inc. Managing General Partner /s/ Ivy B. Dodes ----------------------------- Name: Ivy B. Dodes Title: Principal UK INVESTMENT PLAN 1997 PARTNERS By: UK Investment Plan 1997 Partners, Inc. Managing General Partner /s/ Ivy B. Dodes ----------------------------- Name: Ivy B. Dodes Title: Principal DLJ EAB PARTNERS, L.P. By: DLJ LBO Plans Management Corporation General Partner /s/ Ivy B. Dodes ----------------------------- Name: Ivy B. Dodes Title: Principal DLJ FIRST ESC L.P. By: DLJ LBO Plans Management Corporation General Partner /s/ Ivy B. Dodes ----------------------------- Name: Ivy B. Dodes Title: Principal DLJ ESC II L.P. By: DLJ LBO Plans Management Corporation Manager /s/ Ivy B. Dodes ----------------------------- Name: Ivy B. Dodes Title: Principal DLJ CAPITAL CORPORATION /s/ Ivy B. Dodes ----------------------------- Name: Ivy B. Dodes Title: Principal THE SPROUT CEO FUND, L.P. By: DLJ Capital Corporation Managing General Partner /s/ Ivy B. Dodes ----------------------------- Name: Ivy B. Dodes Title: Principal SPROUT GROWTH II, L.P. By: DLJ Capital Corporation General Partner /s/ Ivy B. Dodes ----------------------------- Name: Ivy B. Dodes Title: Principal SPROUT CAPITAL VIII, L.P. By: DLJ Capital Corporation Managing General Partner /s/ Ivy B. Dodes ----------------------------- Name: Ivy B. Dodes Title: Principal SPROUT VENTURE CAPITAL, L.P. By: DLJ Capital Corporation General Partner /s/ Ivy B. Dodes ----------------------------- Name: Ivy B. Dodes Title: Principal SCHEDULE A Series A Series B Series D Series E Name of Investor Warrants Warrants Shares Shares TPG Partners II, L.P. 10,779,898 4,591,691 168,738.2821995 17,932.34330113 TPG Parallel II, L.P. 735,648 313,349 11,515.1353916 1,223.74936667 TPG Investors II, L.P. 1,124,455 478,961 17,601.1416706 1,870.52819843 Chase Equity Associates, L.P. 677,142 288,428 10,599.3513528 1,126.42611783 Oxford Acquisition Corp. 225,714 96,142 3,533.1172021 375.47537261 DLJMB Funding II, Inc. 201,951 86,022 3,161.6351669 335.92533977 DLJ Merchant Banking Partners II, L.P. 1,137,465 484,503 17,804.8914885 1,892.14555286 DLJ Merchant Banking Partners II-A, L.P. 45,299 19,295 708.6423868 75.34536456 DLJ Offshore Partners II, C.V. 55,935 23,825 875.2035655 93.11788539 DLJ Diversified Partners, L.P. 66,501 28,326 1,040.7552457 110.64011620 DLJ Diversified Partners-A, L.P. 24,696 10,519 386.6240066 41.05194836 DLJ Millenium Partners L.P. 18,392 7,834 287.6966966 30.53862741 DLJ Millenium Partners-A, L.P. 3,587 1,528 56.5298915 6.00757441 DLJ EAB Partners, L.P. 5,107 2,175 79.7475879 8.51073771 UK Investment Plan 1997 Partners 30,095 12,819 471.4188438 50.06335379 DLJ First ESC L.P. 2,189 932 34.3216836 3.75478879 DLJ ESC II L.P. 214,497 91,365 3,357.470790 356.70160 DLJ ESC II L.P. 32,696 13,927 511.797270 54.56910 DLJ Capital Corporation 5,998 2,555 93.8800707 10.01265322 The Sprout CEO Fund, L.P. 4,579 1,950 71.6718629 7.75986761 Sprout Growth II, L.P. 276,790 117,899 4,332.6111640 460.58310036 Sprout Capital VIII, L.P. 123,885 52,769 1,939.1765176 205.76049718 Sprout Venture Capital, L.P. 7,481 3,186 117.0975237 12.26552650 Total 15,800,000 6,730,000 247,318.200 26.283.276
SCHEDULE B Series A Series B Series D Series E Warrant Name of Investor Warrants Warrants Shares Shares Shares -------- -------- ------ ------ ------ TPG Partners II, L.P. 2,904,067 4,591,691 115,117.36201 17,932.34330 7,495,758 TPG Parallel II, L.P. 198,181 313,349 7,855.90556 1,223.74937 511,530 TPG Investors II, L.P. 302,924 478,961 12,007.92714 1,870.52820 781,885 Chase Equity Associates, L.P. 182,419 288,428 7,231.13541 1,126.42612 470,847 Oxford Acquisition Corp. 60,806 96,142 2,410.37853 375.47537 156,948 DLJ Merchant Banking Partners II, L.P. 306,429 484,503 12,146.93022 1,892.14555 790,932 DLJ Merchant Banking Partners II-A, L.P. 12,203 19,295 483.45308 75.34536 31,498 DLJ Offshore Partners II, C.V. 15,068 23,825 597.08517 93.11789 38,893 DLJ Diversified Partners, L.P. 17,915 28,326 710.02855 110.64012 46,241 DLJ Diversified Partners-A, L.P. 6,653 10,519 263.76431 41.05195 17,172 DLJMB Funding II, Inc. 54,404 86,022 2,156.94444 335.92534 140,426 DLJ Millenium Partners, L.P. 4,954 7,834 196.27369 30.53863 12,788 DLJ Millenium Partners-A, L.P. 966 1,528 38.56607 6.00757 2,494 DLJ EAB Partners, L.P. 1,375 2,175 54.40575 8.51074 3,550 UK Investment Plan 1997 Partners 8,107 12,819 321.61341 50.06335 20,926 DLJ ESC II L.P. 57,784 91,365 2,290.54827 356.70160 149,149 DLJ ESC II L.P. 8,808 13,927 349.16055 54.56910 22,735 DLJ First ESC L.P. 589 932 23.41509 3.75479 1,521 DLJ Capital Corporation 1,615 2,555 64.04727 10.01265 4,170 Sprout Growth II, L.P. 74,566 117,899 2,955.81276 460.58310 192,465 The Sprout CEO Fund, L.P. 1,233 1,950 48.89629 7.75987 3,183 Sprout Capital VIII, L.P. 33,374 52,769 1,322.95341 205.76050 86,143 Sprout Venture Capital, L.P. 2,015 3,186 79.88678 12.26553 5,201 Total 4,256,455 6,730,000 168,726.49373 26,283.27600 10,986,455
SCHEDULE C Aggregate Series A Series D purchase Name of Investor Warrants Shares price -------- ------ ----- TPG Partners II, L.P. 7,875,830.38952 53,620.92018 150,100,454.36 TPG Parallel II, L.P. 537,466.94768 3,659.22983 10,243,252.26 TPG Investors II, L.P. 821,530.67317 5,593.21454 15,657,292.11 Chase Equity Associates, L.P. 494,722.26376 3,368.21595 9,429,299.92 Oxford Acquisition Corp. 164,907.42125 1,122.73868 3,143,433.33 DLJ Merchant Banking Partners II, L.P. 831,035.82372 5,657.96127 15,838,326.39 DLJ Merchant Banking Partners II-A, L.P. 33,095.60451 225.18931 631,005.96 DLJ Offshore Partners II, C.V. 40,866.30252 278.11840 779,428.08 DLJ Diversified Partners, L.P. 48,585.85830 330.72669 926,045.16 DLJ Diversified Partners-A, L.P. 18,042.98216 122.85970 343,904.07 DLJMB Funding II, Inc. 147,546.09209 1,004.69072 2,813,038.27 DLJ Millenium Partners, L.P. 13,437.25817 91.42301 256,771.25 DLJ Millenium Partners-A, L.P. 2,620.67448 17.96382 50,392.60 DLJ EAB Partners, L.P. 3,731.19169 25.34185 71,857.26 UK Investment Plan 1997 Partners 21,987.51005 149.80544 419,642.39 DLJ ESC II L.P. 156,712.24264 1,066.92252 2,987,404.85 DLJ ESC II L.P. 23,887.80955 162.63672 455,452.83 DLJ First ESC L.P. 1,599.29090 10.90660 31,207.01 DLJ Capital Corporation 4,382.15934 29.83280 84,354.92 Sprout Growth II, L.P. 202,223.72174 1,376.79840 3,854,317.26 The Sprout CEO Fund, L.P. 3,345.43308 22.77557 64,324.05 Sprout Capital VIII, L.P. 90,510.80519 616.22311 1,725,175.29 Sprout Venture Capital, L.P. 5,465.64422 37.21074 104,520.67 Total 11,543,534.09972 78,591.70585 220,010,900.28
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