AMENDMENT NO. 1
TO
SHAREHOLDERS' AGREEMENT
THIS AMENDMENT NO. 1 (this "Amendment"), dated as of February 11, 2000,
to the Shareholders' Agreement, dated as of January 7, 2000 (the "Agreement"),
is made by and among XxxxxxXxxx.xxx, Inc., a Pennsylvania corporation (the
"Company"), UICI, a Delaware corporation ("UICI"), HealthAxis, Inc., (formerly
Provident American Corporation), a Pennsylvania corporation ("Provident"), and
Xxxxxxx Xxxxxx.
WHEREAS, concurrently with the execution of this Amendment, UICI,
Xxxxxxx Xxxxxx, Xxxxxx X. XxXxxxx, Xx. and Xxxxxx X. Xxxxxxx are entering into a
Voting Trust Agreement (the "Voting Trust Agreement") pursuant to which UICI is
depositing 10,103,207 shares of common stock, no par value, of the Company; and
WHEREAS, as a result of the execution of the Voting Trust Agreement,
the parties desire to amend the Agreement to reflect the intent of the parties
with respect to the shares deposited under the Voting Trust Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained in this Amendment and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
amend the Agreement as follows:
1. Section 2(a) of the Agreement is hereby amended by adding the following
proviso a the end of the last sentence thereof:
"; provided, however, that UICI shall have no obligation to vote or cause the
vote of any shares of stock of the Company Beneficially Owned by it which
shares are subject to the terms of that certain Voting Trust Agreement, dated
as of February 11, 2000 among UICI and Xxxxxxx Xxxxxx, Xxxxxx X. XxXxxxx, Xx.
and Xxxxxx X. Xxxxxxx, as trustees thereunder"
2. Capitalized terms used in this Amendment but not specifically defined herein
shall have the meanings ascribed thereto in the Agreement.
3. Except as otherwise specifically modified hereby, the Agreement shall remain
in full force and effect.
4. This Amendment shall be governed by, and construed and enforced in accordance
with, the laws of the Commonwealth of Pennsylvania.
5. This Amendment may be executed in any number of counterparts, each of which
may be deemed an original and all of which together shall constitute one and the
same instrument.
* * * * *
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
XXXXXXXXXX.XXX, INC.
By: ____________________________________
Name:
Title:
UICI
By: ____________________________________
Name:
Title:
HEALTHAXIS, INC.
By: ____________________________________
Name:
Title:
________________________________________
Xxxxxxx Xxxxxx
