EXHIBIT 2.05
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment"),
dated as of November 5, 1998, is entered into by and between WELLPOINT HEALTH
NETWORKS INC., a Delaware corporation ("Seller"), and FREMONT INDEMNITY
COMPANY, a California corporation ("Purchaser").
RECITALS
A. Seller and Purchaser have previously entered into that certain Stock
Purchase Agreement, dated as of July 29, 1998 (the "Agreement"), pursuant to
which Seller sold all of the issued and outstanding capital stock of Fremont
Specialty Services, Inc., a California corporation (formerly known as UNICARE
Specialty Services, Inc.), to Purchaser.
B. The Agreement provided, among other things, that Seller was to have
delivered to Purchaser certain closing financial statements not more than 60
days following the Closing Date, and that Purchaser and, if so desired by
Purchaser, Purchaser's independent accountants, would be permitted during the
succeeding 60-day period to examine certain financial and accounting books,
records, work papers and reconciliations referenced in the Agreement.
C. Seller and Purchaser now desire to extend the time by which Seller
shall deliver the closing financial statements to Purchaser and extend the
period during which Purchaser and its independent accountants may examine the
financial and accounting books, records, work papers and reconciliations
referenced in the Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereby agree as follows:
1. The first sentence of the first paragraph of clause (a) of Section
2.2.2 is hereby amended by striking the phrase "Not more than 60 days
following the Closing Date" and inserting in lieu thereof the following
phrase "No later than the close of business on November 13, 1998".
2. The second paragraph of clause (a) of Section 2.2.2 is hereby
amended by striking the phrase "during the succeeding 60-day period" which
appears in the third line of said paragraph and inserting in lieu thereof the
following phrase "until the close of the business on January 29, 1999".
3. The second paragraph of clause (a) of Section 2.2.2 is hereby
amended by striking the phrase "60 days after receipt by Purchaser of the
Closing UNICARE Balance Sheet" which appears in the ninth and tenth lines of
said paragraph and inserting in lieu thereof the following phrase "the close
of the business on January 29, 1999".
4. The third paragraph of clause (a) of Section 2.2.2 is hereby amended
by striking the phrase "within 60 days following the Closing Date" which
appears in the second line of said
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paragraph and inserting in lieu thereof the phrase "by the close of business
on November 13, 1998".
5. The fourth paragraph of clause (a) of Section 2.2.2 is hereby
amended by striking the phrase "within such 60-day period" which appears in
the first and second lines of said paragraph and inserting in lieu thereof
the phrase "before the close of the business on January 29, 1999".
6. All capitalized terms used in this Amendment shall, unless otherwise
indicated, have the meanings set forth in the Agreement.
7. Except as amended by this Amendment, the terms and conditions of the
Agreement shall remain unchanged and the Agreement shall remain in full force
and effect between the parties.
8. This Amendment may be executed by facsimile and/or in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, this Amendment has been duly executed and delivered
by the duly authorized officers of the parties hereto as of the date first
above written.
PURCHASER
FREMONT INDEMNITY COMPANY
By: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President and
Chief Financial Officer
SELLER
WELLPOINT HEALTH NETWORKS INC.
By: /s/ Xxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President
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