Exhibit 2.2
RICHFOOD HOLDINGS, INC.
FF ACQUISITION, L.L.C.
0000 Xxx Xxxx
Xxxxxxxx, XX 00000
March 4, 1998
Farm Fresh, Inc.
0000 Xxxxxxxxx Xxxxx
Xxxxxxx, XX 00000
Letter Agreement
Gentlemen:
This letter agreement is intended to memorialize certain agreements and
understandings we have reached with respect to the transactions contemplated in
the Asset Purchase Agreement, dated as of November 26, 1997 (the "Purchase
Agreement"), by and among Farm Fresh, Inc. ("Seller"), Richfood Holdings, Inc.
("Richfood"), and FF Acquisition, L.L.C. ("Buyer"). Seller, Richfood and Buyer
have agreed as follows (capitalized terms that are not otherwise defined herein
shall have the meanings given in the Purchase Agreement):
1. Closing Date. The Closing Date shall be March 4, 1998.
2. Store 299. The parties have agreed to include Seller's Store No.
299, 000 Xxxxx Xxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000 ("Store 299"), among the
Stores to be conveyed to Buyer at Closing. Accordingly, (a) the reference to
Store 299 set forth on Schedule 2.3D (Non-Assumed Contracts) to the Purchase
Agreement is hereby deleted from such Schedule and added to Schedule 1.1D
(Stores), (b) the lease summary for Store 299, attached hereto as Exhibit I, is
hereby added to Schedule 2.3B (Leased Real Property) to the Purchase Agreement,
(c) Section 2.4(a)(i) of the Purchase Agreement is hereby amended to change the
reference to "TWO HUNDRED FIFTY ONE MILLION THREE HUNDRED FIFTY THOUSAND DOLLARS
($251,350,000)" to "TWO HUNDRED FIFTY ONE MILLION TWO HUNDRED THOUSAND SEVEN
HUNDRED NINETY EIGHT DOLLARS ($251,200,798), and (d) the definition of "Closing
Capital Lease Liability" set forth in Section 1.1 of the Purchase Agreement is
hereby amended to change the phrase "excluding the Capital Lease for Store 841"
to "excluding the Capital Leases for Stores 299 and 841."
If the foregoing accurately reflects your understanding of our
agreement, please execute this Letter Agreement on behalf of Seller below.
RICHFOOD HOLDINGS, INC.
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: President and Chief Executive
Officer
FF ACQUISITION, L.L.C.
By: /s/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Manager and President
Seen and Agreed to
as of Xxxxx 0, 0000
XXXX FRESH, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Executive Vice President