Exhibit 2.5
Second Amendment to Conditional Delivery Agreement
SECOND AMENDMENT
TO
CONDITIONAL DELIVERY AGREEMENT
This Second Amendment to Conditional Delivery Agreement ("Second
Amendment") is made as of this 7th day of December, 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. The Conditional Delivery
Agreement was amended by that certain Amendment to Conditional Delivery
Agreement dated July 21, 1998. UCI, UCI of GA and MainStreet desire to enter
into this Second Amendment to reflect certain further 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, as amended, is hereby
deleted and the following substituted in lieu thereof:
4. Failure of Conditions. In the event that as of February 28, 1999
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 March 5, 1999, to either (i) require
UCI to continue to use its reasonable best efforts to complete the
Conditions no later than March 31, 1999, 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 March 31, 1999, 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, as amended, shall remain in full force and
effect. This Second Amendment may be executed in any number of counterparts, all
of which taken together shall constitute one Second Amendment, and any party
hereto may execute this Second Amendment by signing any such counterpart. The
authorized attachment of counterpart signature pages shall constitute execution
by the parties. This Second 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 Second 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/ Jerry F. Wells, Jr. By: /s/ Robert G. Riddett, Jr.
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Jerry F. Wells, Jr. Robert G. Riddett, Jr.
Its: Executive Vice President of Finance Its: President
and Chief Financial Officer
UCI MEDICAL AFFILIATES OF
GEORGIA, INC.
By: /s/ Jerry F. Wells, Jr.
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Jerry F. Wells, Jr.
Its: Executive Vice President of Finance
and Chief Financial Officer