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AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 1 (this "Amendment") dated as of August 31, 1998 to
Agreement and Plan of Merger dated as of August 21, 1998 (the "Merger
Agreement") among THE BISYS GROUP, INC., a Delaware corporation, with an address
at 150 Clove Road, Little Falls, New Jersey 07424 ("Parent"), BI-GREEN
ACQUISITION CORP., a Delaware corporation and a wholly-owned subsidiary of
Parent, with an address at 150 Clove Road, Little Falls, New Jersey 07424
("Acquisition"), GREENWAY CORPORATION, a Georgia corporation, with an address at
121 Greenway Boulevard, Carrollton, Georgia 30117 (the "Company") and the
shareholders of the Company identified on the signature pages hereof (all such
shareholders being collectively referred to herein from time to time as the
"Principal Shareholders"). Capitalized defined terms used in this Amendment have
the same meanings as are ascribed to them in the Merger Agreement unless
separately defined herein.
WHEREAS, Parent, Acquisition, the Company and the Principal
Shareholders have entered into the Merger Agreement; and
WHEREAS, it is in the mutual interest of the parties to the Merger
Agreement to modify and amend the Merger Agreement pursuant to the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and in the Merger Agreement, the parties agree as follows:
1. Section 3.04(c). Section 3.04(c) of the Merger Agreement is hereby
amended to substitute the number 30,734 for the number 20,280 in the twelfth
line thereof with respect to the number of Remaining Granted Options.
2. Schedule 3.04(c). Schedule 3.04(c) of the Merger Agreement is hereby
amended in its entirety by substituting the Schedule 3.04(c) annexed to this
Amendment and made a part hereof.
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3. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall for all purposes be an original, and all such
counterparts shall constitute one and the same instrument. In addition, this
Amendment may contain more than one counterpart signature page, and all such
counterpart signature pages shall have the same force and effect as though all
parties had signed a single set of signature pages. However, this Amendment
shall be of no force or effect as to any parties until executed and delivered by
all parties.
4. Schedules. The Schedule attached to this Amendment shall be
construed with and as an integral part of this Amendment and the Agreement.
5. Merger Agreement as Amended. Except as modified and amended by this
Amendment, the Merger Agreement shall remain in full force and effect on and
after the date hereof, and all references in the Merger Agreement to the
"Agreement" shall be deemed to be references to the Merger Agreement as amended
by this Amendment.
IN WITNESS WHEREOF, the parties have executed and delivered this
Agreement and Plan of Merger as of the day and year first above written.
THE BISYS GROUP, INC.
By: /s/ Lynn J. Mangum
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Lynn J. Mangum
Chairman and Chief Executive
Officer
BI-GREEN ACQUISITION CORP.
By: /s/ Lynn J. Mangum
------------------------------------
Lynn J. Mangum
Chairman and Chief Executive
Officer
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GREENWAY CORPORATION
By: /s/ W.T. Green, Jr.
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W.T. Green, Jr.
Chairman and Chief Executive
Officer
PRINCIPAL SHAREHOLDERS:
/s/ W.T. Green, Jr.
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W.T. Green, Jr.
GREENWAY CORPORATION
121 Greenway Parkway
Carrollton, Georgia 30117
/s/ Elizabeth J. Green
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Elizabeth J. Green
194 Bonner Road
Carrollton, Georgia 30117
/s/ W.T. Green, III
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W.T. Green, III
GREENWAY CORPORATION
121 Greenway Parkway
Carrollton, Georgia 30117
/s/ Elizabeth H. Green
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Elizabeth H. Green
194 Bonner Road
Carrollton, Georgia 30117
/s/ W.T. Green, Jr.
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Andrew J. Green (by WTG, Jr.)
194 Bonner Road
Carrollton, Georgia 30117
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W.T. Green, Jr. Family Limited
Partnership
By: /s/ W.T. Green, Jr.
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Mr. W.T. Green, Jr.
Title:
Attn: Mr. W.T. Green, Jr.
194 Bonner Road
Carrollton, Georgia 30117
Service Supply of Douglasville, Inc.
By: /s/ W.T. Green, Jr.
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W.T. Green, Jr.
Title:
194 Bonner Road
Carrollton, Georgia 30117
BFG Investments, LLC
By: /s/ Robert B. Braden
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Mr. Robert B. Braden
Title: Member
BFG Investments, LLC
931 Ponce de Leon Avenue, N.E.
Atlanta, Georgia 30306
/s/ Manny Enriquez
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Manny Enriquez
GREENWAY CORPORATION
121 Greenway Parkway
Carrollton, Georgia 30117
/s/ Dale May
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Dale May
ADVANCED DATA SYSTEMS
P.O. Box 733
Jonesboro, Arkansas 72401
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L. Richard Plunkett Family Partnership
By: /s/ L. Richard Plunkett
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Name:
Title:
100 Colony Square, Suite 410
Atlanta, Georgia 30361
/s/ Thomas T. Richards
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Thomas T. Richards
110 Ole Hickory Trail
Carrollton, Georgia 30117
/s/ J. Thomas Vance
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J. Thomas Vance
P.O. Box 2069
Carrollton, Georgia 30117
Wilks Investments, L.P.
By: /s/ Van C. Wilks
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Van C. Wilks, General Partner
By: /s/ Kitty G. Wilks
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Kitty G. Wilks, General Partner
204 Habersham Place
Carrollton, Georgia 30117
/s/ Earl Dolive
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Earl Dolive
GENUINE PARTS COMPANY
2999 Circle 75 Parkway
Atlanta, Georgia 30339
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