AMENDMENT NO. 2
TO THE
AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
This Amendment No. 2 to the Agreement and Plan of Reorganization and Merger
(this "Amendment No. 2"), dated as of February 9, 1999, is by and among
INTERDENT, INC. (Formerly known as Wisdom Holdings, Inc.), a Delaware
corporation ("ParentCo"), WISDOM HOLDINGS ACQUISITION CORP. I, a Delaware
corporation and wholly owned subsidiary of ParentCo ("GDSC Merger Sub"), WISDOM
HOLDINGS ACQUISITION CORP. II, a Delaware corporation and wholly owned
subsidiary of ParentCo ("DCA Merger Sub"), GENTLE DENTAL SERVICE CORPORATION, a
Washington corporation ("GDSC") and DENTAL CARE ALLIANCE, INC., a Delaware
corporation ("DCA").
RECITALS
A. Each of ParentCo, GDSC Merger Sub, DCA Merger Sub, GDSC and DCA entered
into that certain Agreement and Plan of Reorganization and Merger dated as of
October 15, 1998, as amended as of February 3, 1999 (the "Agreement").
B. Each of ParentCo, GDSC Merger Sub, DCA Merger Sub, GDSC and DCA desire
to amend the Agreement in accordance with the terms and conditions of this
Amendment No. 2.
AGREEMENT
NOW, THEREFORE, in consideration of the preceding recitals and the mutual
representations, warranties, covenants and agreements set forth herein, the
parties agree as follows:
1. AMENDMENT TO SECTION 9.2(C). Section 9.2(c) of the Agreement is hereby
deleted in its entirety and amended as follows:
"(c) [Intentionally omitted.]"
2. AMENDMENT TO SECTION 9.3(C). Section 9.3 (c) of the Agreement is hereby
deleted in its entirety and replaced with the following:
"(c) [Intentionally omitted.]"
3. ADDITION OF SECTION 9.4. New Section 9.4 shall be added to the
Agreement and inserted therein immediately following Section 9.3, as follows:
"9.4 NON-WAIVABLE CONDITION TO EACH PARTY'S OBLIGATION TO EFFECT THE
MERGER. The respective obligations for each of GDSC and DCA to consummate
the Merger is subject to the fulfillment by GDSC and DCA prior to the
Effective Time of the following condition, which condition may not be
waived:
(a) TAX OPINION. GDSC and DCA each shall have received an opinion of
XxXxxxxxx, Will & Xxxxx, dated as of the Effective Date, in a form mutually
acceptable to the parties and their counsel, to the effect that, on the
basis of facts, representations and assumptions set forth in such opinion,
(i) the Merger constitutes (A) a "reorganization" within the meaning of
Section 368 of the Code and ParentCo, GDSC Merger Sub and GDSC will each be
a party to the reorganization within the meaning of Section 368(b) of the
Code or (B) a transfer to a controlled corporation qualifying under Section
351 of the Code and (ii) no gain or loss will be recognized by stockholders
of GDSC or DCA who receive shares of ParentCo Common Stock in exchange for
shares of GDSC Common Stock or DCA Common Stock, respectively, except with
respect to cash received in lieu of fractional share interests. In rendering
its opinion, XxXxxxxxx, Will & Xxxxx may require and rely upon
representations contained in letters from GDSC, DCA and ParentCo, and
stockholders of GDSC and DCA in a form mutually acceptable to the parties
and their counsel."
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4. NO OTHER AMENDMENTS. Except as set forth in this Amendment No. 2, the
Agreement shall remain in full force and effect.
5. CONSTRUCTION. If there is a conflict between any terms or provisions in
the Agreement in regard to the delivery of a tax opinion and any terms or
provisions of this Amendment No. 2, then the terms or provisions of this
Amendment No. 2 shall control and such conflict shall be resolved in accordance
with this Amendment No. 2.
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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment No.
2 as of the date first written above.
GENTLE DENTAL SERVICE CORPORATION
By: /s/ XXXXXXX X. XXXXX
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: PRESIDENT AND CHIEF EXECUTIVE OFFICER
DENTAL CARE ALLIANCE, INC.
By: /s/ XXXXXX X. XXXXXXX, D.D.S.
--------------------------------------
Name: Xxxxxx X. Xxxxxxx, D.D.S.
Title: PRESIDENT AND CHIEF EXECUTIVE OFFICER
WISDOM HOLDINGS, INC.
By: /s/ XXXXXXX X. XXXXX
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: CHIEF EXECUTIVE OFFICER
By: /s/ XXXXXX X. XXXXXXX, D.D.S.
--------------------------------------
Name: Xxxxxx X. Xxxxxxx, D.D.S.
Title: CHIEF EXECUTIVE OFFICER
WISDOM HOLDINGS ACQUISITION CORP. I
By: /s/ XXXXXXX X. XXXXX
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: CHIEF EXECUTIVE OFFICER
By: /s/ XXXXXX X. XXXXXXX, D.D.S.
--------------------------------------
Name: Xxxxxx X. Xxxxxxx, D.D.S.
Title: PRESIDENT
]WISDOM HOLDINGS ACQUISITION CORP. II
By: /s/ XXXXXXX X. XXXXX
--------------------------------------
Name: Xxxxxxx X. Xxxxx
Title: CHIEF EXECUTIVE OFFICER
By: /s/ XXXXXX X. XXXXXXX, D.D.S.
--------------------------------------
Name: Xxxxxx X. Xxxxxxx, D.D.S.
Title: PRESIDENT
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