Exhibit 99.1
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
This Amendment No. 1 to Agreement and Plan of Merger (this "Amendment")
is made and entered into this 17th day of October, 2006 by and among WT
Acquisition Holdings, LLC, a Delaware limited liability company ("Parent"), WT
Acquisition Corp., a Nevada corporation ("Sub"), and Warrantech Corporation, a
Nevada corporation (the "Company"). Capitalized terms used but not otherwise
defined herein shall have the meanings given to them in the Agreement and Plan
of Merger dated as of June 7, 2006 (the "Merger Agreement") among Parent, Sub
and the Company.
WHEREAS, the parties hereto desire to amend the Merger Agreement as
provided herein.
NOW, THEREFORE, the parties hereto agree as follows:
1. Amendment. Section 8.01(b)(i)(B) of the Merger Agreement is hereby
amended by deleting the reference to "60 days" and in lieu thereof inserting "90
days".
2. Ratification of Merger Agreement as Amended. Except as expressly
amended hereby, the Merger Agreement shall remain in full force and effect and
none of the rights or obligations of the parties thereunder shall be modified,
waived or released by virtue of this Amendment.
3. Counterparts. This Amendment may be executed in one or more
counterparts, including counterparts transmitted by telecopier or telefax, each
of which shall be deemed an original and all of which together shall be deemed
to be one and the same instrument.
4. Governing Law. This Amendment shall be governed by, and construed in
accordance with, the laws of the State of Nevada, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof.
* * *
IN WITNESS WHEREOF, Parent, Sub and the Company have caused
this Amendment to be signed all as of the date first written above.
WT ACQUISITION HOLDINGS, LLC
By: /s/ XXXX XXXXXX
-------------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
WT ACQUISITION CORP.
By: /s/ XXXX XXXXXX
-------------------------------------
Name: Xxxx Xxxxxx
Title: Vice President
WARRANTECH CORPORATION
By /s/ XXXX SAN XXXXXXX
--------------------------------------
Name: Xxxx San Antonio
Title: Chief Executive Officer
[SIGNATURE PAGE TO AMENDMENT TO AGREEMENT AND PLAN OF MERGER]
