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AMENDMENT NO. 1 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 Catterton-Simon 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.
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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.
175 Federal Street, 10th Floor
Boston, Massachusetts 02110
Attention: Mark H. DeBlois
Telecopier: (617) 434-1153
with a copy to:
Bingham Dana LLP
150 Federal Street
Boston, Massachusetts 02110
Attention: Robert M. Wolf, Esq.
Telecopier: (617) 951-8736
[The remainder of this page intentionally left blank]
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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 162,945 $1,017,590
(Offshore), L.P.
Catterton-Simon Partners 160,128 $1,000,000
III, L.P.
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.
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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. Stephen C. Williamson
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Name: D. Stephen C. Williamson
Title: Chief Executive Officer
INVESTOR: U.S. EQUITY PARTNERS, L.P.,
a Delaware limited partnership
By: /s/ Ellis B. Jones
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Name: Ellis B. Jones
Title: Managing Director
INVESTOR: U.S. EQUITY PARTNERS (OFFSHORE), L.P.,
a Cayman Islands limited partnership
By: /s/ Ellis B. Jones
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Name: Ellis B. Jones
Title: Managing Director
[Signature Page to Amendment No. 1 to Stock Purchase Agreement]
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INVESTOR: CATTERTON-SIMON PARTNERS III, L.P.,
By Its General Partner:
Catterton-Simon Managing Partner III L.L.C.
a Delaware limited liability company
By: /s/ Craig Sakin
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Name: Craig Sakin
Title: Authorized Person
INVESTOR BANCBOSTON INVESTMENTS, INC.,
a Massachusetts corporation
By: /s/ R.L. Clark, Jr.
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Name: R.L. Clark, Jr.
Title: Director
[Signature Page to Amendment No. 1 to Stock Purchase Agreement]
