EXHIBIT 4.6
AMENDMENT TO WARRANT CERTIFICATE
This AMENDMENT TO WARRANT CERTIFICATE, dated January 31, 1997, between
Xxxxx's Farmers Market, Inc., a Georgia Corporation (the "Company") and Orbis
Pension Trustess Ltd. (the "Holder").
W I T N E S S E T H :
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WHEREAS, the Holder owns a Warrant to Purchase Class A Common Stock of the
Company, dated December 30, 1994 (the "Warrant"); and
WHEREAS, the Holder and the Company desire to amend the Warrant as set
forth in this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Capitalized terms used herein and not otherwise defined shall have the
meaning given such terms in the Warrant.
2. The Exercise Price, effective the date hereof, shall be $4.00 per share
(as such number may be adjusted hereafter in accordance with Section 5 of the
Warrant, as amended hereby).
3. Notwithstanding anything to the contrary in the Warrant, there shall be
no adjustment to the number of Warrant Shares for which the Warrant is
exercisable or to the Exercise Price by reason of the following: (i) the
issuance of the Series AA Preferred Stock, stated value $9.00 per share, (the
"Series AA Preferred Stock") issued by the Company pursuant to the Preferred
Stock Exchange Agreement dated the date hereof between the Holder and the
Company, (ii) the issuance of Stock upon conversion of the Series AA Preferred
Stock, (iii) the issuance of the option (the "Option") to purchase Series B
Convertible Preferred Stock, stated value $40.00 (the "Series B Preferred
Stock"), contemplated by the Transaction Agreement dated the date hereof between
the Company and HFMI Acquisition Corporation, a Delaware corporation (the
"Transaction Agreement"), (iv) the issuance of the Series B Preferred Stock
pursuant to the Option, (v) the issuance of Stock upon conversion of the Series
B Preferred Stock, (vi) the issuance of the Warrants (as such term is defined in
the Transaction Agreement) (the "New Warrants"), and (vii) the issuance of Stock
upon exercise of the New Warrants.
4. Except as set forth herein, the terms of the Warrants shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date first above written.
XXXXX'S FARMERS MARKET, INC.
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President
ORBIS PENSION TRUSTEES LTD.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Investment Manager
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