FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Amendment"), is
executed this first day of November, 2001, by and among DENTAL SOURCE OF
MISSOURI AND KANSAS, INC., a Missouri corporation ("Purchaser"), SAFEGUARD
HEALTH PLANS, INC., a Missouri corporation ("Company") and SAFEGUARD HEALTH
ENTERPRISES, INC., a Delaware corporation, ("Shareholder"), being the sole
shareholder of the Company.
R E C I T A L S:
A. Purchaser, Company and Shareholder are parties to that certain Stock
Purchase Agreement, dated October 1, 2001 (the "Agreement").
B. Purchaser, Company and Shareholder desire to amend the Agreement
pursuant to the terms set forth herein.
C. Terms not otherwise defined herein have the meaning set forth in the
Agreement.
NOW, THEREFORE, in consideration of the mutual covenants set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. LIABILITIES NOT ASSUMED. The provisions of Section 2.4(a) are hereby
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deleted in their entirety and replaced with a new Section 2.4(a) as follows:
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"(a) Any liability or obligation of Company and Shareholder for
federal, state, local or foreign taxes whether or not incurred prior
to the Effective Date;"
2. DOCUMENTS AND OTHER ITEMS TO BE DELIVERED BY PURCHASER AT THE
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EFFECTIVE DATE. The provisions of Section 3.3 are hereby deleted in their
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entirety and replaced with a new Section 3.3 as follows:
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"3.3 DOCUMENTS AND OTHER ITEMS TO BE DELIVERED BY PURCHASER
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AT THE EFFECTIVE DATE OR THEREAFTER. At the Effective Date
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and pursuant to this Purchase Agreement, Purchaser shall
deliver the Purchaser Price (less $150,000.00, which
represents the statutory deposit held by the Missouri
Department of Insurance), if any, to Shareholder. The
remaining $150,000.00 of the Purchase Price shall be
delivered to Shareholder within three (3) business days
after being released to Purchaser by the Missouri Department
of Insurance."
3. TAX MATTERS. The following provision is inserted at the end of
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Section 5.16 as an addition to, and not in lieu of or an amendment to, the
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provisions of Section 5.16:
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"Shareholder represents that it filed a consolidated federal
income tax return with the Company for the taxable year
immediately preceding the current taxable year."
4. TERMINATION OF EMPLOYEE. A new Section 8.11 is added to the
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Agreement as follows:
"8.11 TERMINATION OF EMPLOYEE. Shareholder shall be solely
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responsible for terminating the employees of the Company
prior to the Effective Date and shall indemnify and hold
harmless (in accordance with the provisions of this Purchase
Agreement) Company and Purchaser and their directors,
officers, employees, agents and affiliates, at all times
after the Effective Date, against and in respect of any and
all liability, claims, penalties, damages or judgments
relating to or arising from (i) any layoff or termination by
Shareholder of any of the employees at any time; (ii)
Shareholder's failure to terminate all employees in
accordance with the terms of this Purchase Agreement; and
(iii) any failure by Shareholder to pay all severance
benefits and all other wages and benefit costs to all former
employees."
5. INDEMNITIES OF SHAREHOLDER. Section 10.1(c) is hereby deleted in
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its entirety and replaced with the following to correct a typographical error as
follows:
"(c) Any and all claims, losses, expenses, damages, costs,
obligations and liabilities resulting from or arising out of
any and all liabilities and obligations of or claims against
Company and Shareholder not expressly assumed by Purchaser
pursuant to the terms of this Purchase Agreement, including,
but not limited to, any matter set forth in Section 2.4;"
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6. CONFLICT. In the event of any conflict between the provisions of
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the Agreement and this Amendment, the provisions of this Amendment shall
prevail. Otherwise, the terms of the Agreement shall remain in full force and
effect.
7. COUNTERPARTS. This Agreement may be executed in one or more
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counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(Signatures begin on next page)
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment to
be effective as of the date set forth in the initial paragraph hereof.
PURCHASER:
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Dental Economics, L.P., a Delaware limited partnership
By: Dental Economics, L.L.C., a Delaware limited
liability company, itsgeneral partner
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President and Chief
Executive Officer
COMPANY:
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SafeGuard Health Plans, Inc., a Missouri corporation
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Senior Vice President and
Chief Financial Officer
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, Senior Vice President
and Secretary
SHAREHOLDER:
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SafeGuard Health Enterprises, Inc., a Delaware
corporation
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx, Senior Vice President
and Chief Financial Officer
By: /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx, Senior Vice President
and Secretary
