FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
This FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (the "Amendment") is entered
into as of June 17, 2002 by and between SAFEGUARD HEALTH ENTERPRISES, INC., a
Delaware corporation (the "Buyer"), XXXXXXXX X. XXXXXXXXX, DMD (the "Seller"),
and PARAMOUNT DENTAL PLAN, INC., (the "Company") dated as of April 24, 2002.
RECITALS:
A. The Buyer, Seller and the Company (sometimes collectively referred
to as the "Parties") are parties to that certain Stock Purchase Agreement, dated
as of April 24, 2002, (the "Agreement") pursuant to which the Buyer agreed to
purchase all the issued and outstanding capital stock of the Company. Unless
otherwise defined herein, capitalized terms used herein shall have the
respective meanings ascribed thereto in the Agreement.
B. The Parties have agreed to amend the Agreement by removing therefrom
the requirement that SafeGuard Health Plans, Inc., a Florida Corporation, into
which the Company will be merged effective upon the closing under the Agreement,
execute and deliver a Security Agreement as described in the Agreement.
C. The Parties have agreed to the amendments to the Agreement deleting
the requirement of the execution and delivery of the Security Agreement and all
references to the Security Agreement as described below. Section references
used herein refer to the same section in the Agreement.
AMENDMENT:
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Parties do hereby agree as follows:
1. The Exhibit Section of the Table of Contents is hereby amended to delete
the term "Exhibit F Form of Security Agreement" and is replaced with the term
"Exhibit F Intentionally Omitted" and Exhibit F to the Agreement is hereby
deleted in its entirety.
2. Section 1.2 (b) shall be amended to read as follows:
"(b) The execution and delivery by Buyer of its seven percent (7%) Secured
Convertible Promissory Note in the original principal amount of $2,625,000,
in the form of Exhibit A attached hereto (the "Convertible Note"), secured
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by a pledge of the Pledged Shares pursuant to the Pledge Agreement; and"
3. Section 5.2 (j) is hereby amended to delete the paragraph in its entirety
and insert the term "Intentionally Omitted."
4. Section 6.2 (c) shall be amended to read as follows:
"(c) the Employment Agreement, the Registration Rights Agreement, the Lease
Agreement, and the Pledge Agreement, each duly executed by Seller (or
Paramount Properties in the case of the Lease Agreement);"
5. Section 6.3 (g) is hereby amended to delete the paragraph in its entirety
and insert the term "Intentionally Omitted."
6. Section 9.7 shall be amended to read as follows:
"Remedies; Default; Notice and Cure. If the Closing occurs, each party
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acknowledges and agrees that the sole and exclusive remedy with respect to any
and all claims arising under this Agreement or in connection with the
transactions contemplated by this Agreement (but excluding claims under the
Lease Agreement, Employment Agreement, Convertible Note, and Registration Rights
Agreement) shall be pursuant to the indemnification provisions set forth in this
Article 9. No party shall be deemed in breach of its obligations hereunder
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unless it has received written notice from the other party of noncompliance with
a term or provision of this Agreement specifying the specific item of
noncompliance and the defaulting party has failed to cure such noncompliance
within 10 days after receipt of such notice; provided, however, that if the
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nature of such default is such that it cannot be cured solely by the payment of
money and that more than 10 days may be reasonably required to effect a cure,
then the defaulting party shall not be deemed to be in default if such party
shall commence such cure within such 10 day period and thereafter diligently and
in good faith prosecutes such cure to successful completion within 60 days after
receipt of such notice. Any liability for indemnification under this Agreement
will be determined without duplication of recovery by reason of the state of
facts giving rise to the liability constituting the breach of more than one
representation, warranty, covenant or agreement."
7. The definition of "Related Agreements" in Article 11 shall be amended to
read as follows:
""Related Agreements" means the Contracts that are to be entered into at the
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Closing or otherwise pursuant to this Agreement, and includes the Convertible
Note, Pledge Agreement, Registration Rights Agreement, Employment Agreement,
Lease Agreement, and Guaranty."
8. The term and definition of "Security Agreement" in Article 11 shall be
deleted in its entirety.
9. All other references to the Security Agreement contained within the
Related Agreements are hereby deleted.
10. All other terms and conditions of the Agreement and the Related
Agreements not otherwise amended by this Amendment shall remain the same and
unchanged and the Agreement is hereby ratified and confirmed as amended by this
First Amendment.
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
BUYER SIGNATURE PAGE
The undersigned execute the First Amendment to Stock Purchase Agreement and
authorize this signature page to be attached to a counterpart of the First
Amendment executed by the other parties to the First Amendment.
Executed as of the day and year first above written.
BUYER:
SAFEGUARD HEALTH ENTERPRISES, INC.,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxx
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XXXXX X. XXXXXXX
President and Chief Executive Officer
By: /s/ Xxxxxxx X. Xxxxx
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XXXXXXX X. XXXXX
Executive Vice President and Chief
Operating Officer
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
SELLER AND COMPANY SIGNATURE PAGE
The undersigned execute the First Amendment to Stock Purchase Agreement and
authorize this signature page to be attached to a counterpart of the First
Amendment executed by the other parties to the First Amendment.
Executed as of the day and year first above written.
SELLER:
/s/ Xxxxxxxx X. Xxxxxxxxx, DMD
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XXXXXXXX X. XXXXXXXXX, DMD
COMPANY:
PARAMOUNT DENTAL PLAN, INC.,
a Florida corporation
By: /s/ Xxxxxxxx X. Xxxxxxxxx, DMD
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XXXXXXXX X. XXXXXXXXX, DMD
President and Chief Executive Officer
