Exhibit 99.2
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
This First Amendment to Stock Purchase Agreement (the "Amendment") is
entered into as of January 18, 2001 by and among BJ Chicago, LLC, a Delaware
limited liability company (the "Buyer"), and Xxxxxxxx X. Xxxxxxxx and Xxxx X.
Xxxxxxx (together, the "Sellers"). The Buyer and the Sellers are sometimes
referred to herein as the "Parties."
WHEREAS, the Parties entered into a Stock Purchase Agreement dated as
of December 20, 2000 (the "Agreement"); and
WHEREAS, the Parties now wish to amend the provisions of the Agreement
regarding the timing of the closing of the transactions contemplated thereby;
and
WHEREAS, the Parties believe this Amendment will benefit each of them.
NOW, THEREFORE, for good and valuable consideration, receipt of which
is hereby acknowledged, the Parties hereto agree as follows:
1. Section 2(c) of the Agreement shall be revised to state in its
entirety as follows:
"(c) THE CLOSING. The closing of the transactions contemplated
by this Agreement (the "CLOSING") shall take place at the offices of
Xxxxxx & Xxxxxxx at 00000 Xxxx Xxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx,
Xxxxxxxxxx, commencing at 10:00 a.m. local time on a date (the "CLOSING
DATE") selected by Buyer, which date shall be no later than June 30,
2001."
2. In Section 8(a) of the Agreement, the date "January 18, 2001"
shall be deleted and replaced with the date "June 30, 2001" wherever it appears.
3. Buyer hereby waives the condition specified in clause (iv) of
Section 6(a).
4. This Amendment may be executed in one or more counterparts,
and by different parties hereto in separate counterparts, each of which when
executed shall be deemed to be an original, including counterparts transmitted
by facsimile, but all of which taken together shall constitute one and the same
agreement.
5. On and after the date hereof, each reference in the Agreement
to the "Agreement" shall mean the Agreement as amended hereby. Except as
specifically amended above, the Agreement shall remain in full force and effect
and is hereby ratified and confirmed. The execution, delivery and effectiveness
of this Amendment shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of any party hereto, nor constitute a
waiver of any provision of the Agreement.
[Signature page follows]
IN WITNESS HEREOF, the Parties have entered into this Amendment as of
the date first written above.
THE BUYER:
BJ CHICAGO, LLC
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By: THE JACMAR COMPANIES
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By: Xxxxx X. Xxx Xxxxx
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Name: /s/ Xxxxx X. Xxx Xxxxx
--------------------------
Its: President
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By: GOLDEN RESORTS, INC.
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By: Xxxxx X. Xxxxxxxxxx
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Name: /s/ Xxxxx X. Xxxxxxxxxx
--------------------------
Its: President
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SELLERS:
/s/ Xxxxxxxx X. Xxxxxxxx
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Xxxxxxxx X. Xxxxxxxx
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
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