Exhibit Xx. 0
XXXXXXXXX XX. 0 TO
STOCK PURCHASE AGREEMENT
Reference is made to that certain Stock Purchase Agreement, dated
as of February 11, 2000 (the "Agreement"), by and among Odwalla, Inc., a
California corporation (the "Company"), and U.S. Equity Partners, L.P., a
Delaware limited partnership, and Xxxxxxxxx-Xxxxx Partners, L.P., a
Delaware limited partnership (each, an "Investor" and collectively, the
"Investors").
RECITAL
A. Pursuant to the terms and conditions of the Agreement, the
Company has agreed to issue to the Investors, and the
Investors have collectively agreed to purchase from the
Company, nine hundred sixty thousand seven hundred sixty
nine (960,769) shares of the Common Stock of the Company.
B. Pursuant to Section 9.8 of the Agreement, the Agreement may
only be amended with the consent of the Company and the
Investors, and it is the intent of the Company and the
Investors to amend the Agreement as set forth in this
Amendment No. 1.
AGREEMENT
The Company and the Investors, intending to be legally bound,
hereby amend the Agreement as follows:
1. SECTION 2.2 CONDITIONS PRECEDENT TO THE OBLIGATIONS OF THE INVESTORS.
Section 2.2(g) of the Agreement shall be amended and restated in
its entirety to read as follows:
all of the material terms and conditions contained in the
Merger Agreement as of the date of this Agreement shall
have been complied with or satisfied, as the case may be,
by the applicable party thereto; except, with the consent
of each Investor, as the case may be (such consent not to
be unreasonably withheld), to the extent (i) any change
in the material terms and conditions contained in the
Merger Agreement as of the date of this Agreement benefit
the Company, or (ii) the waiver or non-satisfaction of a
condition contained in the Merger Agreement is for the
benefit of the Company.
2. SECTION 9.2 FEES AND EXPENSES.
Section 9.2 of the Agreement shall be amended and restated in its
entirety to read as follows:
The Company shall bear and pay the reasonable costs and
expenses with respect to the negotiation, execution and
delivery of this Agreement and in connection with the
Transactions.
3. SECTION 9.9 NOTICES.
Section 9.9 of the Agreement shall be amended to include the
following:
if to BancBoston Investments, Inc.:
BancBoston Investments Inc.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxx X. XxXxxxx
Telecopier: (000) 000-0000
with a copy to:
Xxxxxxx Xxxx LLP
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Attention: Xxxxxx X. Xxxx, Esq.
Telecopier: (000) 000-0000
[The remainder of this page intentionally left blank]
4. SCHEDULE 1 SCHEDULE OF INVESTORS
Schedule 1 shall be amended and restated in its entirety to read
as follows:
INVESTOR NUMBER OF SHARES OF STOCK PURCHASE PRICE
U.S. Equity Partners, L.P. 601,667 $3,757,410
U.S. Equity Partners (Offshore), 162,945 $1,017,590
L.P.
Xxxxxxxxx Xxxxx Partners, L.P. 160,128 $1,000,000
BancBoston Investments, Inc. 36,029 $225,000
TOTAL: 960,769 $6,000,000
5. GENERAL.
By executing this Amendment No. 1, each of U.S. Equity Partners
(Offshore), L.P., a Cayman Islands limited partnership, and BancBoston
Investments, Inc., a Massachusetts corporation, agree to become a party to
and be bound by the terms of the Agreement, as amended by this Amendment
No. 1.
The terms of this Amendment No. 1 shall prevail over any
conflicting provisions of the Agreement, but both instruments shall
otherwise be constituted and interpreted as a single integrated agreement.
The Agreement remains in full force and effect, in accordance with its
terms as amended hereby.
This Amendment No. 1 may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall constitute one instrument.
IN WITNESS WHEREOF, the parties hereto have executed this
AMENDMENT NO. 1 as of April 25, 2000.
COMPANY: ODWALLA, INC.,
a California corporation
By: /s/ D. Xxxxxxx X. Xxxxxxxx
----------------------------------------
Name: D. Xxxxxxx X. Xxxxxxxxxx
Title: Chief Executive Officer
INVESTOR: U.S. EQUITY PARTNERS, L.P.,
a Delaware limited partnership
By: /s/ Xxxxx X. Xxxxx
---------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
INVESTOR: U.S. EQUITY PARTNERS (OFFSHORE), L.P.,
a Cayman Islands limited partnership
By: /s/ Xxxxx X. Xxxxx
---------------------------------------
Name: Xxxxx X. Xxxxx
Title: Managing Director
INVESTOR: XXXXXXXXX-XXXXX PARTNERS III, L.P.,
a Delaware limited partnership
By: /s/ Xxxxx Xxxxx
---------------------------------------
Name: Xxxxx Xxxxx
Title: Authorized Person
INVESTOR BANCBOSTON INVESTMENTS, INC.,
a Massachusetts corporation
By: /s/ X. X. Xxxxx, Xx.
---------------------------------------
Name: X. X. Xxxxx, Xx.
Title: Director
