EXHIBIT 2.11(b)
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AMENDMENT TO AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER
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THIS AMENDMENT TO AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER
(the "Amendment") is made and entered into effective as of March 23, 2000, by
and among UICI, A Delaware corporation ("Parent"), UICI ACQUISITION CO., a
Delaware corporation and a wholly owned subsidiary of Parent ("Sub"), UICI
CAPITAL TRUST I, a Delaware business trust ("Trust") and HEALTHPLAN SERVICES
CORPORATION, a Delaware corporation (the "Company"). This Amendment amends that
certain Amended and Restated Agreement and Plan of Merger, dated February 18,
2000, by and among Parent, Sub, Trust and the Company (the "Amended Merger
Agreement"). All capitalized terms not otherwise defined in this Amendment shall
have the meanings ascribed to them in the Amended Merger Agreement.
W I T N E S S E T H:
WHEREAS, Parent, Sub, Trust and the Company are parties to the Amended
Merger Agreement pursuant to which Parent will acquire the Company pursuant to
the terms and conditions contained in the Amended Merger Agreement, and, in
furtherance of such acquisition, the Sub will merge with and into the Company in
accordance with the terms of the Amended Merger Agreement and the General
Corporation Law of the State of Delaware; and
WHEREAS, Parent, Sub, Trust and the Company desire to execute this
Amendment to the Amended Merger Agreement in order to, among other things,
restate certain conditions to the obligations of Parent and Sub to effect the
Merger pursuant to the Amended Merger Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. AMENDMENT TO SECTION 8.2(d). Section 8.2(d) of the Amended Merger
Agreement is hereby deleted in its entirety and replaced with the following:
"Lenders' Consents. Parent shall have obtained, on or before
April 15, 2000, (a) written consent of the requisite number of
lenders (the "Company Lender Consent") under the Amended and
Restated Credit Agreement, dated as of May 1, 1998, as amended to
date, between the Company, the lenders named therein and First Union
National Bank, as administrative agent (the "Company Credit
Facility"), to the Parent's assumption of all indebtedness
outstanding under the Company Credit Facility and to the taking of
any and all other action contemplated hereby, and (b) written
consent of the requisite number of lenders (the "Parent Lender
Consent") under the Loan Agreement, dated as of May 17, 1999, as
amended to date, between the Parent, the lenders named therein, and
Bank of America, N.A., as administrative agent (the
"Parent Credit Facility") to (i) the Parent's assumption of all
indebtedness outstanding under the Company Credit Facility, (ii) the
Parent's issuance of the subordinated debentures, the making of
interest payments thereon and the payment by the Trust of the
distributions on the Preferred Securities, and (iii) the taking of
any and all other action contemplated hereby. Parent shall use its
commercially reasonable efforts to obtain the Company Lender Consent
and the Parent Lender Consent. The Company agrees to cooperate with
the Parent and the Parent's prospective financing sources in
connection with due diligence inquiries related to the Company
Lender Consent and the Parent Lender Consent."
2. AMENDMENT TO SECTION 9.1(e)(III). Clause (iii) of Section 9.1(e) of
the Amended Merger Agreement is hereby deleted in its entirety and replaced with
the following:
"(iii), the Parent Lender Consent and the Company Lender Consent
shall not have been obtained by April 15, 2000 as provided in
Section 8.2(d);"
3. AMENDMENT TO SECTION 9.1(f)(III). Clause (iii) of Section 9.1(f) of
the Amended Merger Agreement is hereby deleted in its entirety and replaced with
the following:
"(iii), the Parent Lender Consent and the Company Lender Consent
shall not have been obtained by April 15, 2000 as provided in
Section 8.2(d);"
4. OTHER PROVISIONS. Except as specifically set forth in this
Amendment, all of the provisions, terms, conditions, and representations and
warranties set forth in the Amended Merger Agreement shall remain in full force
and effect.
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IN WITNESS WHEREOF, each of Parent, Trust, Sub and the Company has
caused this Amendment to be executed under seal on its behalf by its officers
thereunto duly authorized, all as of the date first above written.
PARENT:
UICI
By: /s/ Xxxxxxx X. Xxxx
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Name: Xxxxxxx X. Xxxx
Title: President
SUB:
UICI ACQUISITION CO.
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Vice President
THE COMPANY:
HEALTHPLAN SERVICES
CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President & Chief
Financial Officer
TRUST:
UICI CAPITAL TRUST I
By: /s/ Xxxxx X. Xxxx
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Name: Xxxxx X. Xxxx
Title: Regular Trustee
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Regular Trustee
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