EXHIBIT 2.5
AMENDMENT NO. 1
TO THE
PURCHASE AGREEMENT
DATED JULY 25, 1998
THIS AMENDMENT NO. 1 (the "Amendment"), dated effective the 25th day of
July, 1998, to the Purchase Agreement dated July 25, 1998, (the "Agreement"),
by and among Xxxxxx Corporation d/b/a Briargrove Pharmacy, a Texas
corporation ("Seller"), and HORIZON Pharmacies, Inc., a Texas corporation
("Buyer"). Unless otherwise defined herein, capitalized terms used but not
defined herein shall have the meaning set forth in the Agreement and the
Agreement shall be amended to incorporate any additional definitions provided
for in this Amendment.
WHEREAS, pursuant to the Agreement, the Buyer previously agreed to
purchase the Property from Seller;
AND WHEREAS, the parties desire to amend the consideration payable by
the Buyer under the Agreement;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties hereby agree as follows:
1. AMENDMENT TO SECTION 2.3 Section 2.3 of the Agreement is hereby
amended to read in its entirety as follows:
2.3 PAYMENT OF THE PURCHASE PRICE. Buyer shall cause the purchase
price to be paid to Seller as follows:
(a) $465,000.00 cash payable by the Buyer at Closing by
certified or cashier's check (less the Xxxxxxx Money
Deposit as such term is defined in Section 2.4, below);
(b) Shares of Buyer's common stock, par value $.01 per
share (the "HORIZON Common Stock"), equivalent to
$787,986.00 based upon the average closing price of the
HORIZON Common Stock as reported in the Wall Street
Journal for the ten (10) business days immediately
preceding the Closing Date, as such term is defined in
Section 7.1, below. The dollar amount will equal the
actual evaluation of the store inventory less $135,000,
and plus or minus any adjustments per Sections 2.3(d) and
2.3(e) below;
(c) Pursuant to Section 8.3, a negotiable promissory note for
$100,000.00, payable to Xxxxx XxXxxx in two equal
installments due six (6) months and twelve (12) months
from the date of purchase in the form attached as Exhibit
"C" attached hereto secured by the inventory of the Drug
Store in an amount sufficient to cover the outstanding
principal plus accrued interest due thereon;
(d) Buyer shall deduct from the purchase price payable
at Closing an amount equal to the sum of (i) Seller's pro
rata share of personal property taxes as described in
Section 2.5.2, below, and (ii) one half of the fee
charged by the third party inventory service;
(e) Additionally, Buyer and Seller shall prorate rent
and utilities for the month of July upon presentation of
invoices by Buyer (which may occur after the closing) and
Buyer shall purchase xxxxx cash and register cash from
Seller at closing and reimburse Seller for any security
deposit on deposit with the landlord of the retail
location; and
(f) Adjustments to the total purchase price, up or down,
based on the actual inventory, shall be made in the
number of shares of Buyer's common stock given as
consideration, summating the Closing.
2. EXTENT OF AMENDMENT. Except as amended hereby, all provisions of the
Agreement shall remain in full force and effect.
3. 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.
BUYER: HORIZON PHARMACIES, INC.
By:
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Xxxxx X. XxXxxx, President
SELLER: XXXXXX CORPORATION
d/b/a/ BRIARGROVE PHARMACY
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Xxxxx XxXxxx, President
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