EXHIBIT 2.11(c)
TERMINATION AGREEMENT
THIS AGREEMENT, dated as of April 13, 2000, is by and between UICI, a
Delaware corporation ("Parent"), UICI Acquisition Co., a Delaware corporation
and a wholly owned subsidiary of Parent ("Sub"), UICI Capital Trust I, a
Delaware business trust (the "Trust"), and HealthPlan Services Corporation, a
Delaware corporation ("Company").
WHEREAS, Parent, Sub, the Trust and the Company are parties to an
Amended and Restated Agreement and Plan of Merger, dated February 18, 2000, and
as amended as of March 6, 2000 (as so amended, the "Merger Agreement");
WHEREAS, the Merger Agreement provides for the acquisition of the
Company by Parent pursuant to a merger of Company with and into Sub;
WHEREAS, the merger and the other transactions contemplated by the
Merger Agreement were subject to satisfaction of several conditions precedent,
including, among other things, the receipt by UICI of the written consent of the
requisite number of lenders (the "Company Lender Consent") under the Amended and
Restated Credit Agreement, dated as of May 1, 1998, as amended, between the
Company, the lenders named therein and First Union National Bank, as
administrative agent; and
WHEREAS, despite the commercially reasonable efforts of UICI and the
Company, UICI has been unable to obtain the Company Lender Consent.
NOW, THEREFORE, pursuant to Section 9.1(a) of the Merger Agreement,
Parent and the Company do hereby mutually agree to terminate the Merger
Agreement and the parties do hereby further agree that, pursuant to Section 9.2
of the Merger Agreement, the merger shall be abandoned and the Merger
Agreement shall become void, without liability on the part of any party thereto.
IN WITNESS WHEREOF, Parent, Sub, the Trust and Company do each hereby
acknowledge and agree to the foregoing as of the day and year first above
written.
UICI HEALTHPLAN SERVICES CORPORATION
By: /s/ Xxxxxxx X. Xxxx By: /s/ Xxxxx X. Xxxxxx, Xx.
-------------------- ----------------------------
Name: Xxxxxxx X. Xxxx Name: Xxxxx X. Xxxxxx, Xx.
-----------------
Title: President Title: Chairman, President, and Chief
----------------- Executive Officer
UICI ACQUISITION CO.
By: /s/ Xxxxx X. Xxxx
----------------------
Name: Xxxxx X. Xxxx
-----------------
Title: Vice President
-----------------
UICI CAPITAL TRUST I
By: /s/ Xxxxx X. Xxxx
----------------------
Name: Xxxxx X. Xxxx
Title: Regular Trustee
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Regular Trustee
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