Exhibit 2.4
Amendment to Conditional Delivery Agreement dated as of July 21, 1998,
by and among UCI Medical Affiliates, Inc.; UCI Medical Affiliates of
Georgia, Inc.; and MainStreet Healthcare Corporation.
AMENDMENT
TO
CONDITIONAL DELIVERY AGREEMENT
This Amendment to Conditional Delivery Agreement ("Amendment") is made
as of this 21st day of July, 1998, by, between and among UCI Medical
Affiliates, Inc., a Delaware corporation ("UCI"); UCI Medical Affiliates of
Georgia, Inc., a South Carolina corporation ("UCI of GA"); and MainStreet
Healthcare Corporation, a Delaware corporation ("MainStreet").
INTRODUCTION.
At the closing effective as of May 1, 1998 of the transfer of
substantially all of the assets of MainStreet to UCI of GA as contemplated by
that certain Acquisition Agreement and Plan of Reorganization dated February 9,
1998, by and between among others UCI, UCI of GA, and MainStreet, as amended
(the "Acquisition Agreement"), UCI delivered to MainStreet that certain
Conditional Delivery Agreement dated effective as of May 1, 1998, by and among
UCI, UCI of GA and MainStreet (the "Conditional Delivery Agreement") which
provides for the issuance of 2,901,396 shares of the $0.05 par value voting
common stock of UCI to MainStreet, pursuant to the terms and conditions set
forth in the Acquisition Agreement and therein. UCI, UCI of GA and MainStreet
desire to enter into this Amendment to reflect certain amendments to the
Conditional Delivery Agreement as reflected herein.
AGREEMENT.
NOW, THEREFORE, in consideration of these premises and the mutual
covenants hereinafter set forth, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1 Section 4 of the Conditional Delivery Agreement is hereby deleted and
the following substituted in lieu thereof:
4. Failure of Conditions. In the event that as of September 30, 1998
for any reason any of the conditions set forth in Section 2 (the
"Conditions") are not met, MainStreet shall have the option, exercisable
by written notice to UCI on or before October 5, 1998, to either (i)
require UCI to continue to use its reasonable best efforts to complete the
Conditions no later than October 31, 1998, or (ii) unwind the transactions
as herein provided (an "Unwind Event"). In the case of an Unwind Event or
if the Conditions have not been met by October 31, 1998, the parties to
the Acquisition Agreement shall immediately take all actions in their best
efforts to restore the parties to the respective positions they held prior
to the closing of the transactions contemplated in the Acquisition
Agreement. In this connection, without limiting the generality of the
foregoing, each party to the Acquisition Agreement shall (a) undertake all
such actions necessary so that, to the greatest extent reasonably
practicable, all liabilities and assets transferred from any party in the
Acquisition are transferred back
to such party, (b) shall execute and deliver any and all deeds, bills of
sale, assignments, assumptions, and other instruments of conveyance or
assumption as shall be reasonably required to return such liabilities and
assets, and (c) perform such other acts as set forth in the Acquisition
Agreement concerning the unwinding of the transactions contemplated in the
Acquisition Agreement. The Transferees will use commercially reasonable
efforts to hold separate and segregate the Assets until the conditions set
forth in Section 2 above are satisfied. In the event for any reason a
party (the Maker") is unable to return to any other party (the "Holder")
any assets (including any cash) or liabilities received by or from the
Holder pursuant to the Acquisition Agreement, the Maker shall immediately
execute and delivery to the Holder a promissory note (the "Note") in favor
of the Holder in an original principal amount equal to, with respect to
any party, the excess, if any, of the amount of the fair market value of
any and all assets which are not returned by such party as set forth above
over the fair market value of any and all liabilities which are not
returned by such party in each case taking into account the terms of the
Acquisition Agreement. Such Note shall bear interest at the then "Prime
Rate" as listed in the Money Rates Section of the Wall Street Journal, and
all interest and principal thereunder shall be due and payable one month
after the date of execution of such Note.
2. Except as otherwise modified hereby, the terms and provisions of the
Conditional Delivery Agreement shall remain in full force and effect. This
Amendment may be executed in any number of counterparts, all of which taken
together shall constitute one Amendment, and any party hereto may execute this
Amendment by signing any such counterpart. The authorized attachment of
counterpart signature pages shall constitute execution by the parties. This
Amendment shall be governed by and construed in accordance with the laws of the
State of South Carolina.
IN WITNESS WHEREOF, the parties have executed this Amendment to
Conditional Delivery Agreement under seal with the corporate parties acting by
and through their duly authorized officers, effective as
of the date first above written.
UCI MEDICAL AFFILIATES, INC. MAINSTREET HEALTHCARE CORPORATION
By: /S/ XXXXX XXXXX, XX. By: /S/ XXXXXX X. XXXXXXX, XX.
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Xxxxx X. Xxxxx, Xx. Xxxxxx X. Xxxxxxx, Xx.
Its: Executive Vice President of Finance Its: President
and Chief Financial Officer
UCI MEDICAL AFFILIATES OF
GEORGIA, INC.
By: /S/ XXXXX X. XXXXX, XX.
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Xxxxx X. Xxxxx, Xx.
Its: Executive Vice President of Finance
and Chief Financial Officer
