EXHIBIT 10.2
SECOND AGREEMENT RELATING TO
AGREEMENT OF STOCK PURCHASE AND SALE
THIS SECOND AGREEMENT RELATING TO AGREEMENT OF STOCK PURCHASE AND SALE
(this "AGREEMENT") is made and entered into as of this 5/th/ day of January,
1999, by and among SILVERADO FOODS, INC., an Oklahoma corporation ("SILVERADO"),
NONNI'S FOOD COMPANY, INC., a Florida corporation ("NONNI'S"), and the other
entities and persons (the "BUYERS") set forth on the signature pages attached
hereto.
WHEREAS, Silverado, Nonni's and the Buyers entered into an Agreement of
Stock Purchase and Sale dated as of August 14, 1998, as amended on October 28,
1998 and December 23/rd/, 1998 (as amended, the "PURCHASE AGREEMENT") (certain
terms used and not otherwise defined herein have the meanings ascribed to such
terms in the Agreement);
WHEREAS, the parties hereto desire that certain further understandings
related to the consummation of the transactions contemplated in the Purchase
Agreement be set forth and agreed in writing and therefore desire to enter into
this Agreement setting forth such further understandings and agreements;
NOW, THEREFORE, in consideration of the premises herein contained and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound hereby, each of the
parties hereto agrees that, notwithstanding anything to the contrary contained
in the Purchase Agreement or the Agreement relating to the Agreement of Stock
Purchase and Sale dated December 23, 1998, the Year-End Holdback Amount, as
defined and described in Section 2.1(d)(ii) of the Purchase Agreement, as well
as the Right of Set-Off under Section 12.4 thereof shall not reduce or in any
manner apply to the Year-End Payment, unless and until all amounts due up to
$2.25 million plus interest under any bridge loan with Stillwater National Bank
& Trust Company (or its affiliates) obtained by Silverado on or about the date
hereof in connection with the consummation of the transactions contemplated in
the Purchase Agreement, are paid.
This Agreement may be executed in several counterparts, each of which shall
constitute an original and all of which, when taken together, shall constitute
one agreement.
This Agreement shall be construed in accordance with, and governed in all
respects by, the internal laws of the State of Delaware (without giving effect
to principles of conflicts of laws).
Except as otherwise agreed to herein, the Purchase Agreement shall remain
in full force and effect.
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The parties hereto have caused this SECOND AGREEMENT RELATING TO
AGREEMENT OF STOCK PURCHASE AND SALE to be executed and delivered as of the date
first written above.
SILVERADO FOODS, INC.
By: /s/ Xxxxxxxx X. Field
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Name: Xxxxxxxx X. Field
Title: Chairman of the Board of Directors
NONNI'S FOOD COMPANY, INC.
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: President
XXXXXXX XXXX CAPITAL FUND, L.P.,
a Delaware limited partnership
By: XXXXXXX PACE CAPITAL, L.L.C.,
a Delaware limited liability company, its general partner
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------------------------------
Xxxxxx X. Xxxxxxxx
SPC EXECUTIVE ADVISERS FUND, LLC,
a Delaware limited liability company
By: XXXXXXX XXXX CAPITAL L.L.C.,
a Delaware limited liability company, its manager
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------------------------------
Xxxxxx X. Xxxxxxxx
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SPC GP FUND, LLC,
a Delaware limited liability company
By: XXXXXXX PACE CAPITAL L.L.C.,
a Delaware limited liability company, its manager
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------------------------------
Xxxxxx X. Xxxxxxxx
SPC ASSOCIATES FUND, LLC,
a Delaware limited liability company
By: XXXXXXX XXXX CAPITAL L.L.C.,
a Delaware limited liability company, its manager
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------------------------------------------
Xxxxxx X. Xxxxxxxx
SILVER BRANDS PARTNERS, L.P.
By: Silver Brands Inc.
By: /s/ Xxxxxx Xxxxx Xxxxx
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XXXXXX XXXXX XXXXX
/s/ Xxxxxx Xxxxx Xxxxx
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XXXXXX XXXXX XXXXX
/s/ Xxxxxxx X. Xxxxx
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XXXXXXX X. XXXXX
/s/ Xxxxxx Xxx Story
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XXXXXX XXX STORY
/s/ Xxx X. Xxxxxxxxxxx
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XXX X. XXXXXXXXXXX
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