EXHIBIT 4.2
AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT
This AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this "Amendment") is dated
as of January 31, 1997, by and among Harry's Farmers Market, Inc., a Georgia
corporation (the "Company"), and Xxxxxx Xxxxxxx Nominees Ltd., an English
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company (the "Xxxxxxx Investors").
W I T N E S S E T H:
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WHEREAS, the Company and the Xxxxxxx Investors entered into that
Registration Rights Agreement dated December 30, 1994 (the "Registration Rights
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Agreement"); and
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WHEREAS, pursuant to the terms of that Preferred Stock Exchange Agreement
of even date herewith between, among others, the Company and the Xxxxxxx
Investors (the "Exchange Amendment"), the Xxxxxxx Investors have agreed that
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upon the consummation of the transactions set forth in that Transaction
Agreement of even date herewith between the Company and HFMI Acquisition
Corporation, a Delaware corporation ("Newco"), to exchange each share of Series
A Preferred Stock held by the Xxxxxxx Investors for one share of Series AA
Preferred Stock, stated value $9 per share, of the Company (the "AA Preferred
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Stock"), and to amend the terms of the Registration Rights Agreement as provided
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herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Capitalized terms used herein and not otherwise defined shall have
the meaning given such terms in the Registration Rights Agreement; provided,
however, the definitions of "Preferred Stock" and "Purchase Agreement" shall be
deleted in their entirety and replaced with the following:
"Preferred Stock" means the Company's Series AA Preferred Stock,
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stated value $9 per share, which Preferred Stock is convertible into Shares of
Class A Common Stock.
"Purchase Agreement" means, as applicable, for purposes of the
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Preferred Stock, the Preferred Stock Exchange Agreement dated January 31, 1997
between the Company and each of the persons listed on Schedule 1 hereto (the
"Investors") and for purpose of the Warrants, collectively the separate Share
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and Warrant Purchase Agreements, dated as of December 30, 1994 between the
Company and each of the Investors."
2. The reference to "sixty (60)" in the first sentence of Section
1.2(b) of the Registration Rights Agreement is hereby deleted and replaced with
"ninety (90)".
3. The Xxxxxxx Investors agree that for purposes of Article I only, as
to any particular Registrable Securities, such securities shall cease to be
Registrable Securities when such securities are permitted to be sold pursuant to
Rule 144(k) (or any successor provision to such Rule) under the Securities Act.
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4. The definition of Registrable Securities shall be deemed to include
any shares of Class A Common Stock issued to the Xxxxxxx Investors pursuant to
that put right set forth in Section 3 of that Amended and Restated Stockholders'
Agreement of even date herewith.
5. Except as set forth herein, the terms of the Registration Rights
Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.
HARRY'S FARMERS MARKET, INC.
By: /s/ Xxxxx X. Blazer
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Name: Xxxxx X. Blazer
Title: President
XXXXXX XXXXXXX NOMINEES LTD.
By: /s/ Xxxxxxxx Xxxxx
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Name: Xxxxxxxx Xxxxx
Title: Authorized Signatory
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