AMENDMENT NO. 4 TO STOCK PURCHASE AGREEMENT
Exhibit 2.1
EXECUTION COPY
AMENDMENT NO. 4 TO
THIS
AMENDMENT NO. 4, dated as of August 29, 2008 (this
“Amendment”), to the STOCK PURCHASE
AGREEMENT, dated as of February 6, 2008 (as amended, the
“Purchase Agreement”), by and among MBF
Healthcare Acquisition Corp., a Delaware corporation (the
“Buyer”), Critical Homecare Solutions
Holdings, Inc., a Delaware corporation (the
“Company”), Kohlberg Investors V, L.P., (the
“Sellers’
Representative”) and the other stockholders of the Company set forth on the signature pages thereto
(each, together with the Sellers’ Representative, a
“Seller” and collectively, the “Sellers”) is
entered into by and among the Buyer, the Company and the Sellers’ Representative (on behalf of all
Sellers in such capacity). Capitalized terms used herein and not otherwise defined shall have their
respective meanings set forth in the Purchase Agreement.
Section 2.6 of the Purchase Agreement provides the Sellers’ Representative with the
authority to take any and all actions that may be necessary or desirable, as determined by the
Sellers’ Representative, in its sole discretion, in connection with the amendment of the Purchase
Agreement in accordance with Section 13.2 of the Purchase Agreement.
Pursuant to Section 13.2 of the Purchase Agreement, the Sellers’ Representative (on behalf
of all Sellers in such capacity) and the Buyer wish to amend certain provisions of the Purchase
Agreement as provided herein.
NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and in
the Purchase Agreement and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. Amendment
to Article I of the Purchase Agreement. The definition of
“Termination Date” in Section 1.1 of the Purchase Agreement is hereby amended and restated in
its entirety as follows:
“Termination Date” means October 31, 2008.
2. Effect of Amendment. This Amendment shall become effective, and shall
be deemed to be effective as of the date hereof. Except as otherwise expressly modified
herein, the Purchase Agreement shall remain unchanged and is in full force and effect. All references
in the Purchase Agreement to “this Agreement,” “hereto,” “hereof,” “hereunder” or words of like
import referring to the Purchase Agreement shall mean the Purchase Agreement, as amended.
Notwithstanding the foregoing, references to the date of the Purchase Agreement, as amended,
shall in all instances remain as of February 6, 2008, and
references to “the date hereof” and
“the date of the Agreement” shall continue to refer to February 6, 2008.
3. Counterparts; Execution. This Amendment may be signed in any number
of counterparts with the same effect as if the signatures to each counterpart were upon a
single instrument, and all such counterparts together shall be deemed an original of this Amendment.
This Amendment shall become effective when one or more such counterparts have been signed by each
of the parties and delivered to the other party.
4. Headings.
The headings contained in this Amendment are intended solely for
convenience and shall not affect the rights of the parties to this Amendment.
5. Governing Law. This Amendment and all claims relating to this
Amendment shall be governed by and construed in accordance with the Laws of the State of
New York, without giving effect to the principals of conflict of laws thereof.
6. Severability. If any term or other provision of this Amendment is invalid,
illegal or incapable of being enforced by any court of competent jurisdiction, all other
conditions and provisions of this Amendment shall nevertheless remain in full force and effect so long as
the economic or legal substance of the transactions contemplated thereby is not affected in
any manner materially adverse to either party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in
good faith to modify this Amendment so as to effect the original intent of the parties as
closely as possible in an acceptable manner to the end that the
transactions contemplated hereby are fulfilled to the fullest extent possible.
[Remainder of Page Intentionally Left Blank]
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above
written.
| MBF HEALTHCARE ACQUISITION CORP. |
||||
| By: | /s/ Xxxxx Xxxx | |||
| Name: | Xxxxx Xxxx | |||
| Title: Senior Vice President and Chief Operating Officer | ||||
| CRITICAL HOMECARE SOLUTIONS HOLDINGS, INC. |
||||
| By: | /s/ Xxxxxx Xxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxx | |||
| Title: | Authorized Representative | |||
| KOHLBERG INVESTORS V, L.P. By: Kohlberg Management V, L.L.C., its general partner |
||||
| By: | /s/ Xxxxxx Xxxxxxxx | |||
| Name: | Xxxxxx Xxxxxxxx | |||
| Title: | Authorized Representative | |||
