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Exhibit 2(b)
AMENDMENT NO. 1 TO
STOCK PURCHASE AGREEMENT
AMENDMENT NO. 1 made as of May 19, 1999 ("Amendment No. 1"), by and
among NovaCare, Inc., a Delaware corporation ("Parent"), NC Resources, Inc., a
Delaware corporation (the "Seller"), Hanger Orthopedic Group, Inc., a Delaware
corporation ("Hanger"), and HPO Acquisition Corp., a Delaware corporation (the
"Purchaser"), to the Stock Purchase Agreement, dated as of April 2, 1999, by and
among the Parent, the Seller, Hanger and the Purchaser (the "Stock Purchase
Agreement").
W I T N E S S E T H:
WHEREAS, the parties hereto have entered into the Stock Purchase
Agreement pursuant to which, among other things, the Seller shall sell to the
Purchaser, and the Purchaser shall acquire from the Seller, all of the issued
and outstanding shares of common stock, $.01 par value per share, of NovaCare
Orthotics and Prosthetics, Inc., a Delaware corporation (the "Company"); and
WHEREAS, the parties hereto desire to amend the Stock Purchase
Agreement as hereinafter set forth.
NOW THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties hereto, intending to be legally
bound, hereby agree as follows:
1. Defined Terms. All capitalized terms used but not otherwise
defined herein shall have the respective meanings ascribed thereto in the Stock
Purchase Agreement.
2. Amendments to Stock Purchase Agreement.
(a) Section 1.02(a) of the Stock Purchase Agreement is hereby
amended by deleting Section 1.02(a) thereof in its entirety and substituting
therefor the following:
"(a) Purchase Price and Payment. The Purchaser agrees to
provide the Seller with an aggregate value of Four Hundred
Forty-Five Million Dollars ($445,000,000.00) ("Purchase Price") for
the Shares by: (i) the assumption of the promissory notes payable by
the Company to the sellers of acquired businesses in a principal
amount not to exceed the amount (the "Relevant Amount") set forth on
Schedule 1.02(a)(1) hereto with respect to the relevant Closing Date
(the "Acquired-company Notes") as specifically listed on Schedule
1.02(a)(2) hereto; (ii) the escrow of Ten Million Dollars
($10,000,000.00) (the "Escrowed Funds") until the determination of
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any Purchase Price adjustments as provided in Section 1.02(b)
hereof; (iii) the assumption of the liability of the Parent with
respect to the severance amounts calculated as set forth on Schedule
1.02(a)(3); and (iv) the payment of the balance of the Purchase
Price in cash by wire transfer or delivery of other immediately
available funds at the Closing."
(b) Section 4.01 of the Stock Purchase Agreement is hereby amended
by deleting Section 4.01 in its entirety and substituting therefor the following
paragraph:
"4.01 Time and Place of the Closing. The closing of the
purchase and sale of the Shares as set forth herein (herein referred
to as the "Closing") shall be held at the offices of Xxxxxx &
Xxxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 a.m.,
local time, on July 1, 1999, or such other time, place and date as
the Purchaser and the Seller may agree (such date upon which the
Closing occurs is herein referred to as the "Closing Date") and, for
accounting purposes, the Closing shall be effective as of a mutually
agreeable date."
(c) Schedule 1.02(a)(2) to the Stock Purchase Agreement is hereby
amended by deleting Schedule 1.02(a)(2) thereof in its entirety and substituting
therefor a new Schedule 1.02(a)(2) in the form attached to this Amendment No. 1.
3. Miscellaneous.
(a) The parties hereto further agree that all notices, requests or
instructions under this Amendment No. 1 or any other agreement made between the
parties hereto in connection with the Stock Purchase Agreement shall be in
writing and delivered personally, sent by telecopy or sent by registered or
certified mail, postage prepaid, return receipt requested, or by FedEx or other
recognized overnight courier, to the address set forth in Section 11.01 of the
Stock Purchase Agreement.
(b) Except as specifically amended herein, the Stock Purchase
Agreement shall remain in full force and effect in accordance with its terms.
(c) This Amendment No. 1 shall be binding upon the parties hereto
and their respective successors and assigns.
(d) This Amendment No. 1 may be executed in counterparts, each
of which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to be duly executed on the date first above written.
NC RESOURCES, INC.
By: /s/ Xxxxxxx X. Xxx
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Name: Xxxxxxx X. Xxx
Title: President
NOVACARE, INC.
By: /s/ Xxxxxx X. Xxxxx, Xx.
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Name: Xxxxxx X. Xxxxx, Xx.
Title: Senior Vice President of Finance
& Administration and Chief Financial
Officer
HANGER ORTHOPEDIC GROUP, INC.
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Chief Executive Officer
HPO ACQUISITION CORP.
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Chief Executive Officer
