EXHIBIT 10.22
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
This First Amendment to Purchase and Sale Agreement ("First Amendment") is
made and entered into as of this 29th day of February, 2000, by and between
Roman Properties, Inc., a Georgia corporation ("Seller"), Xxxxx Investments, a
Georgia general partnership ("Purchaser") and Harry's Farmers Market, Inc., a
Georgia corporation ("Harry's").
WITNESSETH:
WHEREAS, Seller, Purchaser and Harry's previously entered into that certain
Purchase and Sale Agreement dated as of January 6, 2000 (the "Agreement"), and
the parties hereto desire to amend the Agreement as more particularly
hereinafter set forth.
NOW THEREFORE, in consideration of the sum of Ten and No/100 Dollars
($10.00) and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by each of the parties hereto, the parties
hereto do hereby agree as follows:
1. Closing Date. The date for the Closing set forth in Section 3(a) of
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the Agreement is hereby extended through and including March 22, 2000. All time
frames which run through and including the date for the Closing under the
Agreement are hereby correspondingly extended. The parties hereto agree to use
their reasonable good faith efforts to close the transaction contemplated by the
Agreement prior to this extended Closing date. Notwithstanding the foregoing,
in the event Seller and Harry's are unable to obtain the termination of a
certain Letter Agreement in favor of Atlanta Tent Rental dated October 25, 1995
on or before the proposed extended Closing date, Roman, Harry's and Purchaser
shall each have the option to extend the Closing through and including March 30,
2000 by providing written notice to the other parties hereto in order to
facilitate the termination of such Letter Agreement.
2. Broker's Agreement. References to the "Broker's Agreement"
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contemplated by Section 6(a)(v) and 6(d) of the Agreement are hereby modified to
mean a Broker's Agreement substantially in the form attached hereto as Exhibit A
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and made a part hereof.
3. Closing Conditions. The closing conditions set forth in Section 10 of
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the Agreement remain in effect, and the satisfaction of such items shall remain
a condition precedent to the obligations of Purchaser, Harry's and Seller under
the Agreement through and including the date of Closing.
4. Ratification. Except as hereinabove modified, the Agreement remains in
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full force and effect, the same being republished and confirmed hereby.
IN WITNESS WHEREOF, the duly authorized representatives of the undersigned
have caused this First Amendment to be executed as of the date first above
written.
ROMAN PROPERTIES, INC.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
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Title: Sr. Vice President & CEO
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XXXXX INVESTMENTS, a Georgia general
partnership
By: Xxxxxx X. Xxxxx, Xx., general
partner
By: /s/ Xxxxxx X. Xxxxx, Xx.
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Name: Xxxxxx X. Xxxxx, Xx.
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Title: General Partner
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HARRY'S FARMERS MARKET, INC., a Georgia
corporation
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
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Title: Sr. Vice President & CEO
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