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EXHIBIT 10.02
AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment") is made
effective as of the 22nd day of January, 1997 (the "Effective Date") between
UNITED DENTAL CARE, INC., a Delaware corporation ("Purchaser"), and UICI, a
Delaware corporation, UNITED MANAGEMENT & CONSULTING, INC., an Oklahoma
corporation, UNITED MANAGEMENT & CONSULTING, INC. RETIREMENT PLAN, and the
XXXXX X. XXXXXXXXXX REVOCABLE TRUST U/T/A March 23, 1992 ("Sellers").
RECITALS:
A. The Parties have entered into that certain Stock Purchase
Agreement dated September 10, 1996 for the purpose of purchasing and selling
shares of United Dental Care, Inc., an Oklahoma corporation (the "Agreement").
B. The parties desire to amend the Agreement in the manner set forth
below.
AGREEMENTS:
NOW, THEREFORE, in consideration of the mutual representations,
warranties, covenants and agreements contained below, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties hereby agree as follows:
1. The Agreement is hereby amended by deleting the text of Section 8.1(i)
and Section 9.1(j) and inserting in lieu thereof the following:
"[Intentionally left blank]"
2. The Agreement is hereby amended by deleting the first sentence of
Section 10.1, and inserting in lieu thereof the following:
The Closing shall take place at the offices of Counsel to
Purchaser in Dallas, Texas, or at such other location as
Purchaser and Sellers may mutually agree, within five (5)
business days after the date on which all governmental and third
party consents necessary for the consummation of the transactions
contemplated by this Agreement are obtained and all other
conditions to Closing are satisfied, or at such time as Purchaser
and Sellers may mutually agree, but in no event later than one
hundred fifty
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(150) days after the Effective Date unless extended by the mutual
agreement of the Purchasers and the Sellers, subject to earlier
termination pursuant to the provisions of Article 12 hereof.
3. The Agreement is hereby amended by deleting the words "The MEGA Life and
Health Insurance Company" from Section 8.1(h) and inserting in lieu
thereof the word "UICI".
4. The Agreement is hereby amended by deleting the words "The MEGA Life and
Health Insurance Company, a subsidiary of" from Section 6.4(i).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Parties have signed this Amendment effective as
of the Effective Date.
PURCHASER:
UNITED DENTAL CARE, INC.
By: /s/ Xxxx X. Xxxx
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Xxxx X. Xxxx, Senior Vice President
SELLERS:
UICI
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
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Title: Vice President
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UNITED MANAGEMENT &
CONSULTING, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
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Title: President
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THE UNITED MANAGEMENT &
CONSULTING, INC. RETIREMENT
PLAN
By: /s/ Xxxxxxx Xxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxx
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Title: Trustee
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THE XXXXX X. XXXXXXXXXX
REVOCABLE TRUST U/T/A 3/23/92
By: /s/ Xxxxxxx X. Xxxxxxxxxx
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Name:Xxxxxxx Xxxxxxxxxx
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Title:Trustee
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