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EXHIBIT 2.2
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AMENDMENT
TO
PURCHASE AGREEMENT
This Amendment modifies and forms a part of that certain Purchase
Agreement, dated as of October 7, 1999 (the "Agreement"), by and between United
Insurance Company of America, an Illinois insurance company ("Seller"), and
Ceres Group, Inc., a Delaware corporation ("Purchaser"). Capitalized terms not
expressly defined in this Amendment have the same meanings as in the Agreement.
WHEREAS, Purchaser has proposed to Seller that the Agreement be
amended to reflect the changes in Purchaser's intent regarding certain aspects
of the transactions contemplated by the Agreement; and
WHEREAS, subject to the terms and conditions set forth in this
Amendment, Seller is willing to amend the Agreement consistent with Purchaser's
proposals.
NOW, THEREFORE, for and in consideration of the foregoing and the
mutual covenants and agreements set forth in this Amendment, and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties intending to be legally bound hereby agree as follows:
1. To reflect the modification in the form of the consideration to be paid to
Seller by Purchaser in exchange for the Shares, the Agreement is amended as
follows:
A. Section 1.2 is deleted in its entirety and replaced with the
following:
SECTION 1.2. CONSIDERATION FOR THE SHARES. On the
Closing Date (as hereinafter defined) and subject to the terms
and conditions set forth in this Agreement, in reliance on the
representations, warranties, covenants and agreements of the
parties contained herein and in consideration of the sale,
assignment, transfer and delivery of the Shares, Purchaser
shall (i) issue, transfer, convey and deliver to Seller 75,000
shares of Convertible Voting Preferred Stock, par value $0.001
per share, of Purchaser (the "Voting Preferred Stock"), and
(ii) pay to Seller an amount equal to $60,000,000 less the
Pre-Closing Dividend amount paid to Seller by Pyramid
immediately prior to Closing as contemplated by Section 6.2(h)
of this Agreement (the "Cash Consideration").
B. Section 1.3(c) is deleted in its entirety and replaced with
the following:
(c) At the Closing, Purchaser shall deliver to
Seller: (i) a stock certificate representing the Voting
Preferred Stock showing Seller as the owner thereof, (ii) the
Cash Consideration by wire transfer in immediately
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available funds to an account or accounts designated by
Seller, and (iii) all other previously undelivered
certificates and other documents required to be delivered by
Purchaser to Seller at or prior to the Closing Date in
connection with the transactions contemplated hereby.
C. The following Section 3.8 is added to Article III:
SECTION 3.8. VOTING PREFERRED STOCK. Purchaser has
obtained all consents, approvals and authorizations, and
provided all notifications, necessary to permit (i) the
issuance, transfer, conveyance and delivery of the Voting
Preferred Stock to Seller as contemplated by Section 1.2
hereof, and (ii) the execution, delivery and performance of
that certain Subscription Agreement, dated April 17, 2000, by
and between Purchaser and Seller, and that certain
Registration Rights Agreement by and between Purchaser and
Seller to be executed at Closing.
D. In the first sentence of Section 4.3(i), the words "Purchase
Price" are deleted and replaced with the words "Cash
Consideration."
E. In item (ii) of the first sentence of Section 5.1(d), the
words "Purchase Price" are deleted and replaced with the
figure "$67,500,000."
2. To reflect that Purchaser does not intend to enter into the Reinsurance
Transaction, the Agreement is amended as follows:
A. Section 4.3(j) is deleted in its entirety.
B. The last two sentences of Section 4.6(a) are deleted in their entirety.
C. Section 6.3(e) is deleted in its entirety.
3. To reflect that the parties have agreed in principle to the form and
substance of the written computer and data processing services agreement
referenced in Section 6.1(d) of the Agreement, Section 6.1(d) is deleted in its
entirety and the following Section 4.13 is added to Article IV:
SECTION 4.13. TRANSITIONAL COMPUTER SERVICES AGREEMENT. Contemporaneous
with the Closing and immediately following the Seller's transfer of the
Shares to the Purchaser, Pyramid and Seller's affiliate, Unitrin Services
Company -- Unitrin Data Systems division, shall execute the Transitional
Computer Services Agreement attached as Exhibit "A" hereto.
4. To reflect that Purchaser does not intend to cause Pyramid to pay the
Post-Closing Dividend, Section 6.2(i) is deleted in its entirety.
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5. To extend the time for completing the transactions contemplated by the
Agreement, Section 7.1(b)(i) is amended by deleting the date "February 15, 2000"
and replacing it with the date "June 30, 2000."
6. To reflect the fact that Pyramid has eliminated its directors' qualifying
shares, all references to directors' qualifying shares contained in the
Agreement are deleted in their entirety.
7. This Amendment shall become effective as of April 17, 2000.
8. Except as otherwise expressly set forth above, this Amendment does not alter,
modify, amend, vary or waive any of the terms or conditions of the Agreement.
9. This Amendment may be executed in multiple counterparts, all of which shall
together be considered one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective corporate officers as of the 17th day of April,
2000.
UNITED INSURANCE COMPANY
OF AMERICA
Attest:
/s/ Scott Renwick /s/ Charles L. Wood
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Assistant Secretary Charles L. Wood
Title: Vice President
Attest:
/s/ Linda S. Standish /s/ Glen A. Laffoon
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Secretary Glen A. Laffoon
Title: Executive Vice President
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