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Exhibit 2.4
FIRST AMENDMENT
TO
STOCK PURCHASE
AGREEMENT
FIRST AMENDMENT TO STOCK
PURCHASE AGREEMENT (the “ Amendment ”), dated as
of September 19, 2006, by and among New England Home
Therapies, Inc., a Delaware corporation (the “ Company
”), the persons set forth on Schedule A attached thereto
(“ Sellers ”), and Critical Homecare Solutions,
Inc., a Delaware corporation (“ Buyer ”).
Capitalized terms used herein and not otherwise defined shall have
the meanings set forth in the Stock Purchase Agreement (as defined
below).
RECITALS
WHEREAS, the Company, Sellers
and Buyer are currently parties to the Stock Purchase Agreement,
dated as of September 8, 2006 (the “ Stock Purchase
Agreement ”); and
WHEREAS, the Company, Sellers
and Buyer wish to amend certain terms and conditions of the Stock
Purchase Agreement as set forth herein, and Section 10.6 of
the Stock Purchase Agreement provides that the Stock Purchase
Agreement may be amended by a written instrument signed by the
Company, Sellers and Buyer.
AGREEMENT
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree to amend the Stock Purchase
Agreement as follows:
1. Amendment . The
terms of the Stock Purchase Agreement shall be amended as set forth
in this Section 1.
(a) Exhibit B to the Stock
Puchase Agreement is hereby amended and restated in its entirety to
read as set forth on Exhibit B attached hereto.
(b)
Section 3.1(a) of the Stock Purchase Agreement is hereby
amended and restated in its entirety to read as follows:
Subject to the adjustment
pursuant to Sections 3.2 and 3.3, the purchase price for the Stock
shall be an aggregate of $18,500,000 (the “ Purchase
Price ”), to be paid as follows: (i) $15,400,000
payable in cash by wire transfer in immediately available funds,
less the amount required to pay off certain indebtedness of the
Company as set forth below, (ii) $1,600,000 (the “
Escrow Fund ”) payable to the Escrow Agent pursuant to
the Escrow Agreement; and (iii) $1,500,000 through the
assumption of $1,500,000 of Assumed Current Liabilities. The amount
payable pursuant to Section 3.1(a)(i) shall be reduced by the
amount necessary (which amounts shall be paid directly by Buyer)
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