EXHIBIT 2.2
Physician Corporation of America
0000 Xxxx Xxxxxx Xxxxx, 0xx Xxxxx
Xxxxx, Xxxxxxx 00000
August 15, 1996
Health Partners of Alabama, Inc.
000 Xxxxxx Xxxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxx 00000
RE: Amendment to that certain Stock Purchase Agreement by and between
Physician Corporation of America ("PCA") and Health Partners of
Alabama, Inc. ("Health Partners"), dated May 3, 1996 (the "Stock
Purchase Agreement")
Dear Sir:
In the event that the closing occurs on or before August 31, 1996, PCA
proposed to modify the Stock Purchase Agreement in the following manner:
1. COVENANT NOT-TO-COMPETE: Section 5.12 of the Stock Purchase
Agreement is hereby amended as follows:
(a) the second sentence is deleted in its entirety and inserted in
lieu thereof, the following:
However, notwithstanding the foregoing, nothing herein shall
prohibit Seller or its subsidiaries, assigns, agents, successors or
other affiliates from providing or soliciting workers compensation
insurance, workers compensation surety insurance, workers compensation
excess insurance, workers compensation inland marine insurance,
employer liability insurance, property and casualty insurance,
third party administration services to administer self funded
workers compensation programs or self insured workers compensation
programs or self insured worker compensation program funds or any
provider network services for any workers compensation programs in
Alabama and Georgia.
(b) to the end of Section 5.12 of the Stock Purchase Agreement,
the following:
Nothing herein to the contrary shall prohibit the Seller or its
subsidiaries (including without limitation PCA Solutions) from
providing services to the entities set forth on Exhibit A attached
hereto and incorporated herein in the manner and form as currently
provided to such entities. Neither the Seller nor its subsidiaries
may renew its contractual obligations to render such services to
the Permissible Entities.
2. RESTRUCTURING PURCHASE PRICE AND COVENANT NOT-TO-COMPETE. The
parties hereby amend the Stock Purchase Agreement to increase the Base
Purchase Price under Section 1.2 of the Stock Purchase Agreement from
$21,250,000 to $22,500,000 and to reduce the payment to PCA under Section 5.12
of the Stock Purchase Agreement from $3,750,000 to $2,000,000. The $2,000,000
payable under Section 5.12 of the Stock Purchase Agreement shall be paid by
Health Partners to PCA in the following
1
manner: (a) $750,000 on the first annual anniversary of the Closing Date under
the Stock Purchase Agreement; and (b) $1,250,000 on the second annual
anniversary of the Closing Date under the Stock Purchase Agreement.
3. ASSIGNABILITY. Health Partners may transfer its right under the
Stock Purchase Agreement to a third party whose shareholders are substantially
the same as the shareholders of Health Partners, provided that such third party
assumes all of the obligations, terms and conditions and makes all such
representations and warranties as otherwise provided for Health Partners under
the Stock Purchase Agreement. This assignment shall not affect Health Partners'
obligations hereunder.
4. NO OTHER AMENDMENTS. The parties agree that the Stock Purchase
Agreement is only amended as provided herein, and all other provisions of the
Stock Purchase Agreement shall remain in full effect.
If you agree with the foregoing terms, please execute this letter below.
Sincerely,
Physician Corporation of America
By: /s/ Xxxxxxxx X. Xxxxxxxx
_____________________________________
Xxxxxxxx X. Xxxxxxxx,
Chief Financial Officer and
Senior Vice President
AGREEMENT AND CONSENT
Health Partners of Alabama, Inc. hereby agrees to amend the Stock
Purchase Agreement in accordance with the terms of the foregoing letter.
HEALTH PARTNERS OF ALABAMA, INC.
By: /s/ Xxxx Xxxxxxx
_____________________________________
Xxxx Xxxxxxx, Chief Financial Officer
2
