EXHIBIT 10.45
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (the "First Amendment")
is made as of this 23RD day of December, 1997, by and between VICORP
RESTAURANTS, INC., a Colorado corporation ("Seller"), and SHELLS SEAFOOD
RESTAURANTS, INC., a Delaware corporation ("Buyer").
BACKGROUND
Seller and Buyer entered into that certain Purchase and Sale Agreement,
(the "Contract") dated October 22, 1997 for the purchase and sale of certain
property (the "Property") as described therein. Seller and Buyer desire to
extend certain of Buyer's contingency periods contained in the Contract.
AGREEMENT
NOW, THEREFORE, for and in consideration of the sum of Ten and no/100ths
Dollars ($10.00) and other good and valuable considerations, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. PERMITS AND APPROVALS. Anything to the contrary contained in the
Contract notwithstanding, Seller and Buyer agree that the deadline by which
Buyer shall obtain, or waive the contingency for, Buyer's receipt of the
required Permits and Approvals as set forth in Section 4.2 of the Contract,
shall be and is hereby extended until on or before February 15,1998.
2. FINANCING. Anything to the contrary contained in the Contract
notwithstanding, Seller and Buyer agree that the deadline by which Buyer shall
obtain, or waive the contingency for Buyer's receipt of, its financing as set
forth in Section 4.3 of the Contract shall be and is hereby extended until on or
before February 15,1998.
3. Except as modified herein, all other terms, conditions and covenants
of the Contract shall remain the same and in full force and effect.
(SIGNATURES ON FOLLOWING PAGE)
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IN WITNESS WHEREOF, this instrument has been duly executed as of the day
and year first above written.
Signed, sealed and delivered
In the presence of:
"SELLER"
VICORP RESTAURANTS, INC., a
Colorado corporation
/s/ XXXXXXX XXXXXXXX, XX. By: /s/ XXXXXXX X. XXXXXXXXXXXX
------------------------ ------------------------------------
Signature Signature
Xxxxxxx Xxxxxxxx, Xx. XXXXXXX X. XXXXXXXXXXXX
------------------------ ------------------------------------
Name Printed Name Printed
Title: Chairman
/s/ XXXXXXX X. CARD ------------------------------
------------------------
Signature
Xxxxxxx X. Card
------------------------
Name Printed
"BUYER"
SHELLS SEAFOOD RESTAURANTS, INC., a
Delaware corporation
/s/ XXXXXX X. XXXX By: /s/ W. E. XXXXXXXX
------------------------- ------------------------------------
Signature Signature
Xxxxxx X. Xxxx W. E. Xxxxxxxx
------------------------- ------------------------------------
Name Printed Name Printed
Title: President
/s/ XXX XXXXX ------------------------------
-------------------------
Signature
Xxx Xxxxx
-------------------------
Name Printed
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