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Exhibit 99.2
FIRST AMENDMENT TO PURCHASE
AND SALE AGREEMENT
THIS FIRST AMENDMENT is made and entered into as of this ____ day of
October, 1995, by and between GMRI, INC., a Florida corporation (hereinafter
referred to as "Seller"), and COOKER RESTAURANT CORPORATION, an Ohio corporation
(hereinafter referred to as "Buyer").
RECITALS
A. Under date of October 20, 1995, Seller, as "Seller", and
Buyer, as "Buyer", entered into that certain "Purchase and Sale Agreement" which
is a document of independent relevance and significance which is hereby
incorporated by this reference in its entirety and shall hereinafter be referred
to as the "Agreement". Any quoted or other term used in this amendment not
specifically otherwise defined herein shall have the same definition and meaning
set forth and contained in the Agreement.
B. Since execution of the Agreement, the parties have determined
that certain amendments to the Agreement are in their respective best interests.
C. The purpose of this instrument is to make certain
modifications and amendments to the Agreement.
PROVISIONS
NOW, THEREFORE, for and in consideration of the agreements and
amendments herein contained, the parties hereby agree as follows:
Section 1.A. INCORPORATION OF RECITALS. The foregoing Recitals portion
of this instrument is hereby incorporated by this reference.
Section 2.A. DELETION OF "POINT-OF-SALE SYSTEMS"; PURCHASE PRICE
ADJUSTMENT. Seller and Buyer have agreed that "point-of-sale systems" shall be
deleted from the Property agreed to be sold by Seller and purchased by Buyer.
Accordingly, any reference to "point-of-sale systems" in the Agreement,
specifically including, but not limited to the definition of FF&E in paragraph
l.b. of the Agreement and the Bill of Sale comprising EXHIBIT "C" to the
Agreement are hereby deleted.
For each Property purchased by Buyer pursuant to the Agreement, Buyer
shall receive a reduction in the purchase price of Ten Thousand Dollars
($10,000) for retention by Seller of the "point-of-sale systems". Accordingly,
if Buyer purchases all six (6) Properties contemplated in the Agreement, the
total Purchase Price reflected in paragraph 2. of the Agreement shall be
$11,190,000 rather than the $11,250,000 therein reflected. If Buyer should
purchase four (4) of the six (6) Properties, the reduction to the Purchase Price
provided for in this Section2.A. shall be $40,000 rather than the $60,000
illustrated in the preceding sentence.
Section 3.A. CLARIFICATION OF SUITABILITY PERIOD; AND DEPOSIT DUE DATE.
The thirty (30) day suitability period reflected in paragraph 6. of the
Agreement is hereby clarified and amended so that said thirty (30) day period
commences on October 27, 1995.
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Paragraph 2. a. and 10. of the Agreement are hereby modified and
amended by requiring Buyer to make the Deposit on the EFFECTIVE DATE instead of
the FINAL EXECUTION DATE therein reflected.
Section 4.A. EFFECT OF AMENDMENT. Except as expressly modified and
amended herein, the Agreement shall be carried out as originally written.
IN WITNESS WHEREOF, the parties have executed this First Amendment
effective as of the day and year first above written.
COOKER RESTAURANT CORPORATION, GMRI, INC., a Florida corporation ("Seller")
an Ohio corporation ("Buyer")
By: /s/ G. A. Seelbinder By: /s/ Richard D. Halterman
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Print Name: G. A. Seelbinder Print Name: Richard D. Halterman
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Print Title: Chairman & CEO Print Title: Senior Vice President
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Exhibit 99.3
JOINDER OF ESCROW AGREEMENT
LAWYERS TITLE INSURANCE CORPORATION Case No. 95-000919
Atlanta, GA
October 25, 1995
Received by Lawyers Title Insurance Corporation ("Escrow Agent") of Purchaser
(as herein below defined), funds in the amount of $600,000.00 representing the
deposit in accordance with the Contract for Sale and Purchase of Land (the
"Contract"), dated, October 20th, 1995, between GMRI, INC. ("Seller"), and
Cooker Restaurant Corporation ("Purchaser").
In consideration of the acceptance of this deposit by Escrow Agent and any other
funds received by Escrow Agent pursuant to the Contract, Purchaser and Seller,
by signing this Escrow Agreement, agree as follows:
1) That said funds are to be deposited immediately and held
pending settlement of the transactions contemplated by the
Contract. Said funds are to be invested as follows:
INTEREST BEARING ACCOUNT
The principal and interest thereon shall be disbursed in
accordance with the Contract, or as directed in writing by
Seller and Purchaser.
2) In the event either Seller or Purchaser shall claim default
under the terms of the Contract, Escrow Agent will not be
required to deliver the escrowed funds to either of the
parties without the written consent of the other; or upon
failure thereof, until the right of either of the parties to
receive the escrowed funds shall be finally determined by a
court of proper jurisdiction.
3) In the event of controversy or litigation arising out of this
transaction which (1) results in any expense or attorney's
fees to Escrow Agent, by virtue of such claim of default,
controversy, or litigation, or (2) requires a declaratory
judgment by proper court as to the disbursement of said
escrowed funds, Escrow Agent is hereby authorized to deduct
such expense or attorney's fees out of the escrowed funds, and
to pay remaining balance over to the party entitled thereto as
agreed upon by the parties, or as directed by a court of
competent jurisdiction.
4) Seller and Purchaser hereby release and discharge Escrow Agent
from all matters with respect to the subject matter hereof
(except for gross negligence or intentional wrongdoing), and
agree to indemnify and hold Escrow Agent harmless from and
against all costs, damages, judgments, attorney's fees,
expenses, obligations, and liabilities of any kind or nature
which, in good faith, Escrow Agent may incur or sustain in
connection with thisEscrow Agreement, and without limiting the
generality of the foregoing, Escrow Agent. shall not incur any
liability due to a delay in the electronic wire transfer of
funds or with respect to any action taken or omitted in
reliance upon any instrument, including any written notice or
instructions provided for in the Contract or this Agreement,
not only as to its due execution and the validity and
effectiveness of its provisions, but also as to the truth and
accuracy of any information contained therein, which the
Escrow Agent shall in good
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faith believe to be genuine, to have been signed or presented
by a proper person or persons and to conform with the
provisions of the Contract or this Agreement.
5) Any title insurance required by the Contract shall be provided
by Lawyers Title Insurance Corporation. Escrow Agent shall be
entitled to escrow fees of $ 0 to be paid as follows:
6) Seller and Purchaser hereby certify that they are aware the
Federal Deposit Insurance Corporation (FDIC) coverages apply
only to a cumulative maximum amount of $100,000 for each
individual depositor for all of depositor's accounts at the
same or related institution. Seller and Purchaser further
understand that certain banking instruments, such as, but not
limited to, repurchase agreements and letters of credit, are
not covered at all by FDIC insurance. Further, Seller and
Purchaser understand that Escrow Agent assumes no
responsibility for, nor will Seller and Purchaser hold same
liable for, any loss occurring which arises from the fact that
the amount of the above account may cause the aggregate amount
of any individual depositor's accounts to exceed $100,000 and
that the excess amount is not insured by the Federal Deposit
Insurance Corporation (FDIC).
ESCROW AGENT:
LAWYERS TITLE INSURANCE CORPORATION
By: /s/ Eva M. Mosley
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Title: National Accounts Administrator
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SELLER: PURCHASER:
GMRI, INC., a Florida corporation COOKER RESTAURANT CORPORATION, an Ohio
corporation
By: /s/ Zil F. Parker By: /s/ David C. Sevig
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Title: Corporate Counsel Title: Vice President and CFO
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(CORPORATE SEAL) (CORPORATE SEAL)
Federal I.D. Number: Federal I.D. Number:
62-1292102
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