1
EXHIBIT 2.2
FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
This First Amendment (the "Amendment") to the Agreement and Plan of Merger
(the "Agreement") dated as of July 9, 1998, by and among Cerulean, Inc., a
Georgia corporation ("Cerulean"), WellPoint Health Networks Inc., a Delaware
corporation ("WellPoint") and Water Polo Acquisition Corp., a Delaware
corporation ("WPAC"), is dated as of July 9, 1999.
WITNESSETH
WHEREAS, Cerulean, WellPoint and WPAC have previously entered into the
Agreement, pursuant to which Cerulean would merge with and into WPAC upon the
terms and conditions set forth therein. Capitalized terms used herein and not
otherwise defined shall have the meaning set forth in the Agreement; and
WHEREAS, Cerulean, WellPoint and WPAC desire to amend the Amendment as set
forth in this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual agreements contained herein,
and upon and subject to the terms and conditions hereinafter set forth, the
parties do hereby agree as follows:
1. Section 7.01(b) of the Agreement shall be amended by (i) deleting the
words "the one year anniversary of this Agreement" and inserting in their place
the words "October 15, 1999 or, if elected by Cerulean or WellPoint in either
party's sole discretion upon written notice to the other party, December 31,
1999 (which notice shall not be given prior to October 1, 1999);" and (ii)
adding to the end of such section the words "and; provided, further, that no
party may exercise its right to unilaterally extend the above time period beyond
October 15, 1999, if the failure to consummate the Merger on or before October
15, 1999 has been caused by (A) such party's material breach or default of its
obligations under this Agreement or (B) such party's failure to satisfy one or
more of the conditions to consummation specified in Article VI of this
Agreement, if the satisfaction of such condition is solely within its control."
2. Except as set forth in this Amendment, the Agreement shall remain
unmodified and shall continue in full force and effect.
2
IN WITNESS WHEREOF, each of the parties hereof have cause this Amendment to be
duly executed on its behalf as of the date indicated above.
CERULEAN COMPANIES, INC.
By: /s/ Xxxx X. Xxxxxxx
---------------------------
WELLPOINT HEALTH NETWORKS INC.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
WATER POLO ACQUISITION CORP.
By: /s/ Xxxxxx X. Xxxxxx
---------------------------
2