EXHIBIT 2.07
FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
This First Amendment (the "Amendment") to the Agreement and Plan of
Merger (the "Agreement") dated as of July 9, 1998, by and among Cerulean,
Inc., a Georgia corporation ("Cerulean"), WellPoint Health Networks Inc., a
Delaware corporation ("WellPoint") and Water Polo Acquisition Corp., a
Delaware corportion ("WPAC"), is dated as of July 9, 1999.
WITNESSETH
WHEREAS, Cerulean, WellPoint and WPAC have previously entered into the
Agreement, pursuant to which Cerulean would merge with and into WPAC upon the
terms and conditions set forth therein. Capitalized terms used herein and not
otherwise defined shall have the meaning set forth in the Agreement; and
WHEREAS, Cerulean, WellPoint and WPAC desire to amend the Agreement as
set forth in this Amendment.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual agreements contained
herein, and upon and subject to the terms and conditions hereinafter set
forth, the parties do hereby agree as follows:
1. Section 7.01(b) of the Agreement shall be amended by (i) deleting
the words "the one year anniversary of this Agreement" and inserting in their
place the words "October 15, 1999 or, if elected by Cerulean or WellPoint in
either party's sole discretion upon written notice to the other party,
December 31, 1999 (which notice shall not be given prior to October 1,
1999);" and (ii) adding to the end of such section to words "and; provided,
further, that no party may exercise its right to unilaterally extend the
above time period beyond October 15, 1999, if the failure to consummate the
Merger on or before October 15, 1999 has been caused by (A) such party's
material breach or default of its obligations under the Agreement or (B) such
party's failure to satisfy one or more of the conditions to consummation
specified in Article VI of this Agreement, if the satisfaction of such
condition is solely within its control."
2. Except as set forth in this Amendment, the Agreement shall remain
unmodified and shall continue in full force and effect.
IN WITNESS WHEREOF, each of the parties hereof have caused this Amendment
to be duly executed on its behalf as of the date indicated above.
CERULEAN COMPANIES, INC.
By: /s/ Xxxx X. Xxxxxxx
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WELLPOINT HEALTH NETWORKS INC.
By: /s/ Xxxxxx X. Xxxxxx
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WATER POLO ACQUISITION CORP.
By: /s/ Xxxxxx X. Xxxxxx
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