This AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT is dated as of January 31, 1997, by and among Harry's Farmers Market, Inc., a Georgia corporation (the "Company"), Harry A. Blazer ("HB") and Robert Fleming Nominees ------- -- Ltd., an English...Stockholders' Agreement • February 18th, 1997 • Harrys Farmers Market Inc • Retail-grocery stores • New York
FIRST AMENDMENT TO AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • February 18th, 1997 • Harrys Farmers Market Inc • Retail-grocery stores • Georgia
EXHIBIT 10.18 PLEDGE AGREEMENT THIS PLEDGE AGREEMENT dated as of January 31, 1997 by and HARRY'S FARMER'S MARKET, INC., a Georgia corporation (the "Pledgor") and CREDITANSTALT- BANKVEREIN, as successor Agent (the "Pledgee"). WHEREAS, pursuant to that...Pledge Agreement • February 18th, 1997 • Harrys Farmers Market Inc • Retail-grocery stores • Georgia
EXHIBIT 10.4 TRUST AGREEMENT BETWEEN AND AMONG WILMINGTON TRUST COMPANY HFMI ACQUISITION CORPORATIONTrust Agreement • February 18th, 1997 • Harrys Farmers Market Inc • Retail-grocery stores • Delaware
EXHIBIT 10.15 INTERCREDITOR AGREEMENT THIS INTERCREDITOR AGREEMENT is made this 31st day of January, 1997 by and among CREDITANSTALT-BANKVEREIN, an Austrian banking corporation ("Creditanstalt"), as the successor agent under the Credit Agreement...Intercreditor Agreement • February 18th, 1997 • Harrys Farmers Market Inc • Retail-grocery stores • New York
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 18th, 1997 • Harrys Farmers Market Inc • Retail-grocery stores
TRANSFER AGREEMENT dated as of 1/31 , 1997, between and among HARRY'S -------- FARMERS MARKET, INC., a Georgia corporation ("Transferor"), HFMI TRUST, a ---------- Delaware business trust ("Transferee" or "Trust") and HFMI ACQUISITION ---------- -----...Transfer Agreement • February 18th, 1997 • Harrys Farmers Market Inc • Retail-grocery stores • Georgia
EXHIBIT 10.13 CONSENT AND NINTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT THIS CONSENT AND NINTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of January 31, 1997, is made by and among HARRY'S FARMERS MARKET, INC., a Georgia...Credit Agreement • February 18th, 1997 • Harrys Farmers Market Inc • Retail-grocery stores • Georgia
WHEN RECORDED, PLEASE RETURN TO: RE: DEED TO SECURE DEBT AND -------------------------------- SECURITY AGREEMENT DATED TROUTMAN SANDERS LLP JULY 31, 1991 FROM HARRY'S 600 PEACHTREE STREET, N.E. FARMERS MARKET, LTD. TO SUITE 5200 THE CITIZENS AND...And Security Agreement • February 18th, 1997 • Harrys Farmers Market Inc • Retail-grocery stores
WITNESSETH:Registration Rights Agreement • February 18th, 1997 • Harrys Farmers Market Inc • Retail-grocery stores • Georgia
This AMENDED AND RESTATED INVESTORS' AGREEMENT is dated as of January 31, 1997, by and among Harry's Farmers Market, Inc., a Georgia corporation (the "Company"), Harry A. Blazer ("HB") and the parties listed on Schedule I attached -------- -- hereto...Investors' Agreement • February 18th, 1997 • Harrys Farmers Market Inc • Retail-grocery stores • New York
RECITALS --------Secured Loan Agreement • February 18th, 1997 • Harrys Farmers Market Inc • Retail-grocery stores • Georgia
EXHIBIT 10.10 ADMINISTRATION AND SERVICING AGREEMENT BETWEEN AND AMONGAdministration and Servicing Agreement • February 18th, 1997 • Harrys Farmers Market Inc • Retail-grocery stores • Georgia
ARTICLE 1 EXCHANGE OF PREFERRED STOCK AND AMENDMENT OF WARRANT........................... 3 SECTION 1.1 Exchange of Preferred Shares...................................... 3 ---------------------------- SECTION 1.2 Amendment of Warrant...Preferred Stock Exchange Agreement • February 18th, 1997 • Harrys Farmers Market Inc • Retail-grocery stores • New York
W I T N E S S E T H : - - - - - - - - - -Warrant Certificate • February 18th, 1997 • Harrys Farmers Market Inc • Retail-grocery stores
EXHIBIT 10.19 REVOLVING CREDIT NOTEHarrys Farmers Market Inc • February 18th, 1997 • Retail-grocery stores
FOR VALUE RECEIVED, the undersigned, HARRY'S FARMERS MARKET, INC., a Georgia corporation (the "Maker"), hereby promises to pay to the order of CREDITANSTALT-BANKVEREIN (the "Lender"), at the office of CREDITANSTALT- BANKVEREIN (the "Agent"), at Two Greenwich Plaza, Greenwich, Connecticut 06830, on the Maturity Date (as defined in the Amended and Restated Credit Agreement dated as of December 30, 1994, as the same has been and may be amended, modified, restated or supplemented from time to time (the "Credit Agreement"), among the Maker, the Lenders named in Schedule I thereto, and the Agent) the lesser of the principal sum of TWELVE MILLION AND no/100 DOLLARS ($12,000,000) and the aggregate unpaid principal amount of all outstanding Revolving Credit Loans made by the Lender to the Maker pursuant to the Credit Agreement, in lawful money of the United States of America in immediately available funds, and to pay interest from the date hereof on the principal amount hereof from time to time
EXHIBIT 10.1 TRANSACTION AGREEMENTTransaction Agreement • February 18th, 1997 • Harrys Farmers Market Inc • Retail-grocery stores • Georgia
EXHIBIT 10.14 CONDITIONAL ASSIGNMENT AND SECURITY AGREEMENT THIS CONDITIONAL ASSIGNMENT AND SECURITY AGREEMENT (the "Agreement") is made as of the 31st day of January, 1997, between HARRY'S FARMERS MARKET, INC., a Georgia corporation (the "Assignor"),...Conditional Assignment and Security Agreement • February 18th, 1997 • Harrys Farmers Market Inc • Retail-grocery stores • Georgia
EXHIBIT 10.5 NEWCO LICENSE AGREEMENTNewco License Agreement • February 18th, 1997 • Harrys Farmers Market Inc • Retail-grocery stores • Georgia
EXHIBIT 10.6 HFMI LICENSE AGREEMENTHfmi License Agreement • February 18th, 1997 • Harrys Farmers Market Inc • Retail-grocery stores • Georgia
Recitals --------Consulting Services Agreement • February 18th, 1997 • Harrys Farmers Market Inc • Retail-grocery stores • Georgia
WHEREAS, pursuant to the terms of a Transfer Agreement dated as of the date hereof between and among Assignor, Assignee and Newco Acquisition Corporation, a Delaware corporation ("Newco"), Assignor has agreed to transfer, assign, set ----- over and...Harrys Farmers Market Inc • February 18th, 1997 • Retail-grocery stores
