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EXHIBIT 2.2
AMENDMENT
TO ASSET PURCHASE AGREEMENT
THIS AMENDMENT (this "Amendment"), dated as of the 25th day of January,
1999 by and among, HEALTHCARE RECOVERIES, INC., a Delaware corporation
("Purchaser"), SUBRO-AUDIT, INC. a Wisconsin corporation ("SAI"), X'XXXXXXX
LEASING CO., LLP, a Wisconsin limited liability partnership ("ODL"), (SAI and
ODL shall collectively be referred to as the "Sellers"), XXXXX X. X'XXXXXXX, a
resident of the State of Wisconsin ("Xxxxx X'Xxxxxxx") and XXXX XXXXXXX, a
resident of the State of Wisconsin ("Xxxx Xxxxxxx" and together with Xxxxx
X'Xxxxxxx, hereinafter collectively referred to as the "Shareholders").
W I T N E S S E T H;
WHEREAS, pursuant to the Asset Purchase Agreement, dated as of January
3, 1999 by and among Purchaser, Sellers and Shareholders (the "Asset Purchase
Agreement"), Sellers proposed to sell to Purchaser and Purchaser proposed to
purchase from Sellers substantially all of the assets and properties of the
Business, and Purchaser proposed to assume certain of the liabilities of the
Business, and the Shareholders desired to provide certain representations,
warranties, covenants and agreements relating thereto;
WHEREAS, pursuant to Section 1.9 of the Asset Purchase Agreement,
Purchaser has agreed to assume certain liabilities and obligations of Sellers;
WHEREAS, pursuant to the Asset Purchase Agreement, Purchaser in no
event assumes or incurs any liability or obligation included as Excluded
Liabilities pursuant to Section 1.10 of the Asset Purchase Agreement;
WHEREAS, SAI entered into retention bonus agreements in the form
attached hereto as Exhibit A (the "Bonus Agreements") with certain SAI employees
and plans to pay to those employees of SAI listed on Exhibit B attached hereto,
the amounts listed on Exhibit B as retention bonuses (the "Retention Bonuses");
and
WHEREAS, the parties desire to amend the Asset Purchase Agreement to
reflect their understanding with respect to the Retention Bonuses.
NOW, THEREFORE, the parties hereto, intending to be legally bound,
hereby agree as follows:
1. Capitalized terms used and not otherwise defined
herein shall have the same meaning as ascribed to them in the Asset
Purchase Agreement.
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2. Any liability or obligation arising under or incurred
in connection with amounts paid to SAI employees as Retention Bonuses
and any oral or written agreement between any of the Sellers or
Shareholders, on one hand, and any SAI employee, on the other, which is
substantially similar in purpose or effect to that agreement attached
as Exhibit A (all such liabilities referred to herein as "Retention
Bonus Liabilities"), shall constitute Excluded Liabilities under
Section 1.10 of the Asset Purchase Agreement.
3. Purchaser shall assume no obligation, liability, cost
or expense with respect to the Retention Bonus Liabilities.
4. Sellers and Shareholders shall not be required to
reserve or accrue the amounts paid as Retention Bonus Liabilities on
the Closing Date Balance Sheet, whether or not any such accrual would
be required by GAAP.
5. Sellers and Shareholders hereby agree to pay and
discharge in full all Retention Bonus Liabilities.
6. Except as expressly set forth herein, all of the
provisions of the Asset Purchase Agreement shall remain in full force
and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first set forth above.
HEALTHCARE RECOVERIES, INC.
Attest: By: /s/ Xxxxxxx X. Xxxxxx
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Title: Executive Vice
President and Chief
Financial Officer
By: /s/ Xxxxxx X. Xxxxx
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Title: Senior Vice President-
Development
SUBRO-AUDIT, INC.
Attest: By: /s/ Xxxxx X. X'Xxxxxxx
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Title: President
By: /s/ Xxxx Xxxxxxx
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Title: Assistant Secretary
X'XXXXXXX LEASING CO., LLP
By: /s/ Xxxxx X. X'Xxxxxxx
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General Partner
/s/ Xxxx Xxxxxxx
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General Partner
SHAREHOLDERS
By: /s/ Xxxxx X. X'Xxxxxxx
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Xxxxx X. X'Xxxxxxx
/s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
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