AMENDMENT NO. 1
TO THE
STOCK PURCHASE AGREEMENT
DATED OCTOBER 17, 1997
THIS AMENDMENT NO. 1 (the "Amendment"), dated effective the 17th day of
October, 1997, to that certain Stock Purchase Agreement of the same date (the
"Agreement"), by and among HORIZON Pharmacies, Inc., a Texas corporation (the
"Company"), and the undersigned. Unless otherwise defined herein,
capitalized terms used but not defined herein.
WHEREAS, the parties to the Agreement desire to provide for multiple
closings thereof with the final Closing to occur on the earlier of October
24, 1997 or such time as the gross proceeds payable thereunder have been
received by the Escrow Agent;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties hereby agree as follows:
1. AMENDMENT TO SECTION 2.02. Section 2.02 of the Agreement is hereby
amended to read in its entirety as follows:
2.02. CLOSING. The closing of the sale (the "Closing")
referred to in Section 2.01 of this Agreement shall take place on one
or more occasions (each such closing being a "Closing Date") upon
receipt by the Company of the executed signature pages hereto and upon
receipt by the Escrow Agent of the purchase price payable by the
Purchasers, at the offices of HORIZON Pharmacies, Inc., 000 X.
Xxxxxxxxx Xxxxx, Xxxxxxxxx, Xxxxx, but no later than October 24,
1997.
2. AMENDMENT TO SECTION 2.03. Section 2.03 of the Agreement is hereby
amended to read in its entirety as follows:
2.03. CLOSING DELIVERIES. As payment in full for the Shares
being purchased by such Purchaser under this Agreement, and against
delivery of the stock certificate or certificates therefor as
aforesaid, on each respective Closing Date each Purchaser shall: (i)
deliver to the Escrow Agent a check, payable to the order of Texas
Community Bank as Escrow Agent for Horizon Pharmacies, Inc., in the
amount set forth opposite the name of such Purchaser on Schedule I;
(ii) transfer such sum to the account of the Company by wire transfer;
or (iii) deliver or transfer such sum to the Company by any
combination of such methods of payments. As soon as practicable
following each Closing Date the Company shall cause its transfer agent
to issue and deliver to the respective Purchaser(s) tendering payment
on such Closing Date a certificate or certificates in definitive form,
registered in the name of and representing the respective Shares being
purchased by such Purchaser(s).
3. EXTENT OF AMENDMENT. Except as amended hereby, all provisions of
the Agreement shall remain in full force and effect.
4. COUNTERPARTS. This Amendment may be executed in a number of
identical counterparts, each of which for all purposes is to be deemed an
original.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
HORIZON Pharmacies, Inc.
By:
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Xxxxx X. XxXxxx, President
COLUMBUS CAPITAL MANAGEMENT
By:
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Xxxx Xxxxxx, President
FORMULA UNIT TRUST
By: FORMULA GROWTH LIMITED, Manager
By:
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Xxxx Xxxxxxxx, Vice President Finance
FORMULA GROWTH FUND
By: FORMULA GROWTH LIMITED, Manager
By:
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Xxxx Xxxxxxxx, Vice President Finance
THE FREEDOM TRUST
By:
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Xxxxx Xxxx, Trustee
PYRAMID PARTNERS, L.P.
By: Xxxxxxx Capital Management, General Partner
By:
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Xxxxxxx X. Xxxxxxx, President
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XXXXXX X. AND XXXXXXX X. XXXXXXX JTWROS
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Xxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
INDUSTRICORP. & CO. FBO 1561000091
By: Union Bank & Trust Company, Trustee
By:
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Xxxxx XxXxxxxx
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Xxxxx X. Xxxxx
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Xxxx X. Xxxxxxx
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