EXHIBIT 10.06
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
This First Amendment to Agreement and Plan of Merger is made and entered
into as of the 25th day of September, 1998, by and among AFC Enterprises, Inc.,
a Minnesota corporation (the "Buyer"), AFC Franchise Acquisition Corp., a
Delaware corporation (the "Acquisition Company"), and Cinnabon International,
Inc., a Delaware corporation (the "Company").
RECITALS
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On August 13, 1998, the Buyer, the Acquisition Company and the Company
entered into an Agreement and Plan of Merger (the "Merger Agreement") setting
forth the terms and conditions of a merger of the Acquisition Company with and
into the Company (capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to them in the Merger Agreement). Pursuant to
Section 2.9(a) of the Merger Agreement, the Closing of the Merger is to occur no
later than September 28, 1998. The parties desire to extend the Closing Date to
October 7, 1998.
AGREEMENT
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In consideration for the mutual covenants and conditions hereinafter set
forth and other good and valuable consideration, the receipt, sufficiency and
adequacy of which are hereby acknowledged, the parties hereto hereby mutually
agree as follows:
1. Section 2.9 (a) of the Merger Agreement is hereby amended by changing
the date "September 28, 1998" as it appear therein to "October 7, 1998."
2. Except as amended hereby, the Merger Agreement is ratified, approved
and confirmed as originally executed by the parties hereto.
3. This Amendment may be executed in counterparts, each of which shall be
deemed and original, but all of which together shall constitute one and the same
Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their duly authorized officers as of the day and year
first above written.
Attest: CINNABON INTERNATIONAL, INC.
By:
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Name:
Title:
Attest: AFC ENTERPRISES, INC.
By:
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Xxxxxxx X. Xxxxxx, Assistant Xxxxxx X. Xxxxxxx, Executive
Secretary Vice President
Attest: AFC FRANCHISE ACQUISITION CORP.
By:
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Xxxxxxx X. Xxxxxx, Assistant Xxxxxx X. Xxxxxxx, Executive
Secretary Vice President:
