EXHIBIT 10.71
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AMENDMENT TO
STOCK PURCHASE AND LOAN AGREEMENT
Reference is made to that certain Stock Purchase and Loan Agreement
(the "Original Loan Agreement"), dated as of December 21, 1998 by and between
ANNIE'S HOMEGROWN, INC. (the "Company"), a Delaware corporation and XXXXXXX
XXXXXX ("Key Employee"). This Amendment to the Original Loan Agreement is made
as of November __, 1999 by and between the Company and Key Employee. Capitalized
terms not defined in this Amendment shall have the meaning given to them in the
Original Loan Agreement.
BACKGROUND
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A. Key Employee and the Company entered into the Original Loan
Agreement to enable Key Employee to purchase Shares pursuant to certain Options
which previously were granted by the Company to Key Employee.
B. Key Employee and the Company wish to amend the Original Loan
Agreement as set forth herein.
AGREEMENT
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In consideration of the foregoing background and the mutual agreements
of the parties set forth in this Amendment, the Company and Key Employee agree
as follows:
1. The Original Loan Agreement, as amended, is hereby further
amended in Section 8.4(i) by striking "within 45 days of the
termination date" and replacing it with "by January 1, 2000,
unless the Company closes on a transaction with Homegrown
Holdings Corp. on or before January 1, 2000, in which event Key
Employee agrees to execute an Omnibus Secured Promissory Note in
the form attached providing for repayment of the loan quarterly
over a five-year period, together with a Security Agreement and
any other required documents or instruments."
2. The Original Loan Agreement, as amended, is hereby further
amended in Section 8.4(ii) by striking "for the price of $1.005
per share (plus accrued interest)" and replacing it with "at a
price equal to the greater of (A) $1.50 per Share, and (B) the
fair market value of shares of Common Stock determined with
reference to any sale of stock by the Company to a third party
that is completed on or prior to January 1, 2000."
3. The Original Loan Agreement, as amended, is hereby further
amended by striking Section 7 Pledge of Stock in its entirety.
4. In all other respects, the Original Loan Agreement is hereby
ratified and confirmed.
5. This Amendment may be executed in counterparts, each of which
will be considered an original and each of which will constitute
one and the same document.
IN WITNESS WHEREOF, this Amendment has been executed as of the date
first set forth above.
ANNIE'S HOMEGROWN, INC.
By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx, Chief Financial Officer
KEY EMPLOYEE:
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
