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EXHIBIT 2(b)
AMENDMENT NO. 1 TO
PURCHASE AGREEMENT
AMENDMENT AGREEMENT made the 1st day of October, 1996 by and among MT
ASSOCIATES, a Pennsylvania general partnership (the "Partnership"), Xxxxxx X.
Xxxxxxx, D.D.S. ("Xxxxxxx"), Xxxxx X. Xxxxx, D.M.D. ("Talus"), and Valley Forge
Dental Associates, Inc., a Delaware corporation (the "Purchaser").
W I T N E S S E T H:
WHEREAS, the Partnership, Xxxxxxx, Talus and the Purchaser entered into
an Agreement of Purchase and Sale (the "Purchase Agreement") dated as of
September 1, 1995, which provided, among other things, for the purchase by the
Purchaser of certain of the assets of the Partnership; and
WHEREAS, the parties hereto desire to amend the 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
Purchase Agreement.
2. Amendments to Purchase Agreement.
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(a) Section I(B) of the Purchase Agreement is hereby amended by
deleting Section I(B) in its entirety and substituting therefor the following
new Section I(B):
"B. Purchase Price. The aggregate purchase price (the
"Purchase Price") for the Assets and the Shares is (i) $2,902,803.94,
and (ii) the contingent payments, if earned (the "Contingent
Payments"), provided for in Section I(D) hereof. The Purchase Price
payable at the Closing shall be made by delivery to (i) the Partnership
of (a) $1,600,000, in cash, by means of wire transfer to an account
designated by the Partnership, (b) a three-year 6% convertible
subordinated promissory note of the Purchaser in the form of Exhibit
A-1 attached hereto, payable to the order of the Partnership in the
principal amount of $800,000 (the "Convertible Note"), and (c) a
three-year 6% subordinated promissory note of the Purchaser in the form
of Exhibit A-2 attached hereto payable to the order of the Partnership
in the principal amount of $135,000 (the "Subordinated Note"). In
additional payment of the Purchase Price, the Purchaser shall deliver
to Xxxxxxx a 6.67% subordinated promissory note of the Purchaser in the
principal amount of $137,926.48 in the form of Exhibit A-4 attached
hereto (the "Xxxxxxx Note") and to Talus a 6.67% subordinated
promissory note of the Purchaser in the principal amount of $229,877.46
in the form of Exhibit A-5 attached hereto (the "Talus Note"). The
Convertible Note, the Subordinated Note, the Xxxxxxx Note and the Talus
Note are hereinafter referred to as the "Closing Notes"."
(b) The Purchase Agreement is hereby further amended by amending
the last "bullet point" of the seventh sentence of Section I(E) as set forth
below and by adding the additional "bullet point" as set forth below:
"- Talus's salary and bonus up to $150,000; except, commencing
with the twelve-month period ending September 30, 1997,
Talus's salary and bonus up to $85,000"
"- All principal and interest payments on the Talus Note."
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(c) The Purchase Agreement is hereby further amended by adding to
the eighth sentence of Section I(E) thereof the following new "bullet point":
"- All principal and interest payments on the Xxxxxxx Note."
(d) The Purchase Agreement is hereby further amended by adding
thereto Exhibits A-4 and A-5 in the form of Exhibits A-4 and A-5 attached to
this Amendment Agreement.
3. Miscellaneous.
(a) The parties hereto further agree that all notices, requests or
instructions under this Amendment Agreement or any other agreement made between
the parties hereto in connection with the Purchase Agreement shall be in writing
and delivered personally, sent by telecopy or sent by registered or certified
mail, postage prepaid, to the addresses set forth in Section XIV(A) of the
Purchase Agreement.
(b) Except as specifically amended herein, the Purchase Agreement
shall remain in full force and effect in accordance with its terms.
(c) The provisions of this Amendment Agreement are severable, and
if any clause or provision shall be held invalid or unenforceable in whole or in
part in any jurisdiction, then such invalidity or unenforceability shall affect
only such clause or provision, or part thereof, in
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such jurisdiction and shall not in any manner affect such clause or provision in
this Amendment Agreement in any jurisdiction.
(d) This Amendment Agreement shall be binding upon the parties
hereto and their respective heirs, executors, administrators, successors and
assigns.
(e) This Amendment Agreement 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
Agreement to be duly executed on the date first above written.
MT ASSOCIATES
By___________________________
General Partner
______________________________
Xxxxxx X. Xxxxxxx, D.D.S.
______________________________
Xxxxx X. Xxxxx, D.M.D.
VALLEY FORGE DENTAL ASSOCIATES,
INC.
By______________________________
