EXHIBIT 99.1
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
This Amendment No. 2 to Agreement and Plan of Merger (this "Amendment")
is made and entered into this 28th day of November, 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, as amended (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.
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(a) Section 1.03 of the Merger Agreement is hereby amended and restated
in its entirety to read as follows:
"SECTION 1.03. Closing. The closing (the "Closing") of the Merger shall
take place at the offices of XxXxxxxxx Will & Xxxxx LLP, 000 Xxxx
Xxxxxx Xxxxxx, Xxxxxxx, XX 00000 at 10:00 a.m. on the date selected by
Parent following the satisfaction (or, to the extent permitted by Law
(as defined in Section 3.05), waiver by all parties) of the conditions
set forth in Section 7.01, or, if on such day any condition set forth
in Section 7.02 or 7.03 has not been satisfied (or, to the extent
permitted by Law, waived by the party or parties entitled to the
benefits thereof), then on the date selected by Parent after all the
conditions set forth in Article VII have been satisfied (or, to the
extent permitted by Law, waived by the parties entitled to the benefits
thereof), or at such other place, time and date as shall be agreed in
writing between Parent and the Company; provided, if all of the
conditions to closing set in Article VII have been satisfied then the
date selected by Parent shall be no later than the later of (i) the
second business day after all such conditions have been satisfied and
(ii) January 31, 2007. The date on which the Closing occurs is referred
to in this Agreement as the "Closing Date."
(b) Section 8.01(b)(i) of the Merger Agreement is hereby amended and
restated in its entirety to read as follows:
"(b)(i) by either Parent or the Company if the Merger is not
consummated on or before January 31, 2007; provided, that the right to
terminate the Agreement pursuant to this Section 8.01(b)(i) shall not
be available to any party whose failure to perform any of its
obligations under this Agreement has been the primary cause of the
failure of the Merger to be consummated by such time;"
(c) Section 7.02(g) of the Merger Agreement is hereby amended and
restated in its entirety to read as follows:
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"(g) New Auto Coverage. The Company shall have obtained insurance
coverage with a replacement insurance carrier, or carriers, rated A-
Excellent or better by A.M. Best, to replace the existing policies with
Great American Insurance Company, with satisfactory coverage, including
policy limits, deductibles, scope of coverage and other terms and
conditions, and without any material increase in insurance risk fees,
to provide insurance coverage for all motor vehicle extended service
plans and extended warranties sold and managed by the Company and the
Company Subsidiaries, which coverage shall be satisfactory to Parent in
its reasonable discretion."
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.
* * *
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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
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Name: Xxxx Xxxxxx
Title:
WT ACQUISITION CORP.
By /s/ XXXX XXXXXX
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Name: Xxxx Xxxxxx
Title:
WARRANTECH CORPORATION
By /s/ XXXX SAN XXXXXXX
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Name: Xxxx San Antonio
Title: President
[SIGNATURE PAGE TO AMENDMENT TO AGREEMENT AND PLAN OF MERGER]
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