EXHIBIT 10.15.1
ADDENDUM TO LOCATION LEASE AGREEMENT
This Addendum to the Location Lease Agreement (the "Addendum") is entered
into this 30 day of June, 1998, between Austins Steaks & Saloon, Inc. (the
"Company"), Xxxx X. Xxxxxx, III ("Xxxxxx") and Jacob and Xxxxxxx Xxxxx
("Landlord").
WHEREAS, the Landlord and the Company entered into a Location Lease
Agreement dated August 15, 1994, relating to property located at 0000 Xxx
Xxxxx, X.X., Xxxxxxxx #X, Xxxxxxxxxxx, Xxx Xxxxxx, which lease is scheduled
to expire on July 31, 1999;
WHEREAS, consideration to be paid by the Company is set forth in the lease
under Section III, and specifically provides that lease payments shall be in
the amount of $7,874.05 from August 1, 1997 through July 31, 1998 with an
increase to the amount of $8,189.01 from August 1, 1998 through July 31, 1999;
WHEREAS, the Board of Directors deems it in the best interest of the
Company to enter into an agreement with the Landlord to reduce the rent
currently being paid pursuant to the Location Lease Agreement and to enter
into this Addendum.
NOW, THEREFORE, in consideration of the mutual premises contained below,
the parties agree as follows:
1. ADJUSTMENT OF MONTHLY RENTAL PAYMENT. Landlord agrees to adjust
the monthly rental payments of the Company and agrees that the
monthly rental payment shall be as follows:
March 1998 $4,000
April 1998 $5,000
May 1998 $4,000
June 1998 $5,000
July 1998 thru July 1999 $5,000
2. ISSUANCE OF COMMON STOCK. The Company agrees, upon the terms and
conditions set forth below, to issue to Landlord a stock certificate
representing 75,000 shares of Common Stock of the Company, in
consideration for the reduced rental payments outlined in Section 1.
Landlord agrees to accept the Common Stock on the terms set forth
below and that the receipt of such stock is fair and equitable
consideration for the reduction in rental payments.
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3. TERMS RELATING TO GRANT OF COMMON STOCK. The Company agrees to issue
75,000 shares of Common Stock of the Company to the Landlord upon the
following terms and conditions.
(a) The Shares shall be issued in the name of the Landlord and shall
be placed in escrow with the law firm of XXXXXX, XXXXXXX &
XXXXX, P.C., 3908 Carlisle N.E., Albuquerque, New Mexico
("the Escrow Agent").
(b) The Escrow Agent will release the Shares held in escrow to the
Lanlord upon the first to occur of the following events:
(i) The Company is delinquent in the payment of any installment
of rent as defined in Article III of the Lease and as
amended by this Addendum, provided, however, that the
Company is entitled to written notice of delinquent rent
and is entitled to cure the default within five days of
receipt of said notice; or
(ii) August 1, 1999.
(c) Prior to release by the Escrow Agent of the Shares held in
escrow, the Landlord shall not be permitted to vote the Shares
and shall be entitled to no dividends which may be declared by
the Company with respect to its shares.
(d) Lanlord may not sell, transfer or assign the Shares before
August 1, 1999.
(e) For a period of 5 years, beginning on August 1, 1999 and ending
on August 1, 2004 ("Guarantee Period"), Lanlord shall have the
right to receive a minimum consideration of $.70 per share of
Common Stock and maximum consideration of $1.00 per share of
Common Stock. Xxxxxx hereby agrees to personally guarantees said
consideration of $.70 per share. During the Guarantee Period,
Landlord shall be required to notify the Company in writing if
it desires to sell a portion or all of the Common Stock received
pursuant to this Addendum. Within fifteen (15) days after
receipt of said written notice, the Company shall have the
option to either (i) purchase all of the shares of Common Stock
from Landlord for a purchase price equal to $1.00 per share, or
(ii) require that the Landlord sell all of the shares of Common
Stock on the open market. If the
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Landlord's shares of Common Stock are sold on the open market
as provided in clause (ii) above, and if the gross sales
proceeds therefrom shall be less than $.70 per share of Common
Stock, Xxxxxx agrees to pay to Landlord, the amount by which
such gross sales proceeds are less than $.70 per share, within
thirty (30) days after receipt of written notice and
documentation of the sale from Landlord.
(f) In the event, after the date hereof, that the Landlord's shares
of Common Stock are effected by a reclassification,
recapitalization, reduction of capital stock, stock split, or
otherwise, of a stock dividend is declared, or there is a
merger, consolidation, or other reorganization, or the like,
then the number and price of the Landlord's shares of Common
Stock or any securities issued in respect thereof shall be
appropriately adjusted.
4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to the Landlord as follows:
(a) The Company is a corporation duly organized, validly existing
and in good standing under the laws of the State of Delaware
and has full corporate power and authority to conduct its
business as it is presently being conducted and to own and
lease its properties and assets.
(b) The Company has all necessary corporate power and authority to
enter into this Addendum, to consummate the transactions
contemplated hereby and to perform its obligations hereunder.
This Addendum has been duly executed and delivered by the
Company and constitutes a legal, valid and binding obligation
of the Company, enforceable against the Company in accordance
with its respective terms, subject to the approval of the Board
of Directors of the Company.
5. REPRESENTATIONS AND WARRANTIES OF LANDLORD. The Landlord hereby
represents and warrants as follows:
(a) Landlord has all necessary authority and has taken all
necessary action to enter into this Addendum, to consummate the
transactions contemplated hereby and to perform its obligations
hereunder. This Addendum has been duly executed and delivered
by the Landlord and constitutes a legal,
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valid and binding obligation of the Landlord, enforceable
against the Landlord in accordance with its respective terms.
(b) Landlord has been advised by the Company and understands that
(i) the Shares have not been registered under the Securities
Act of 1933, as amended, and are being issued in reliance upon
the exemption afforded by Section 4(2) thereof for transactions
by an issuer not involving any public offering and under and in
reliance upon a New Mexico exemption from registration under
Section 58-13B-26 XXXX 0000 or that the issuance constitutes a
New Mexico exempt transaction under Section 58-13B-27 XXXX 0000,
(ii) the Shares must be held indefinitely unless a subsequent
disposition thereof is registered under the Securities Act of
1933, as amended, or is exempt from such registration, (iii)
the Shares will bear a restrictive legend to such effect, and
(iv) the Company will make a notation on its transfer books to
such effect.
(c) The Landlord further represents that (i) the Shares are being
acquired for investment and except as otherwise provided
herein, without any present view towards distribution thereof
to any other person, (ii) they will not sell or otherwise
dispose of the Shares prior to August 1, 1999, and thereafter
only in compliance with the registration requirements or
exemption provisions under the Securities Act of 1933, as
amended the rules and regulations thereunder, and as otherwise
set forth by the Securities and Exchange Commission, (iii) they
have such knowledge and experience in financial and business
matters and are capable of evaluating the risks and merits of an
investment in the Shares, (iv) they have consulted with counsel,
to the extent deemed necessary, as to all matters covered by this
subparagraph 5.C. and have relied upon the Company or Xxxxxx
for any explanation of the application of the various federal
or state securities laws with regard to the receipt of the
Shares from the Company, (v) they have investigated and are
familiar with the affairs, financial conditions and prospects
of the Company, and have been given sufficient access to and
have acquired sufficient information about the Company to reach
an informed and knowledgeable decision to acquire the Shares,
and (vi) they are able to bear the economic risks of such an
investment.
6. NON-ASSIGNMENT. Neither this Agreement nor any of the rights or
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obligations hereunder may be assigned by any party without the prior
written consent of the other parties.
7. NOTICES. Unless otherwise provided xxxxx, any notices, requests,
instruction or other document to be given hereunder by either party
to the other shall be in writing and delivered personally or mailed
by certified mail, postage prepaid, return receipt requested. (Such
mailed notice to be effective on the date such receipt is
acknowledged or refused), as follows; if to Company:
Austins Steaks & Saloon, Inc.
0000 "X" Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
If to Landlord:
Jacob and Xxxxxxx Xxxxx
0000 Xxxxx Xxxx Xxxxxx XX
Xxxxxxxxxxx, XX 00000
If to Guarantor:
Xxxx X. Xxxxxx, III
ComCor Holding, Inc.
0000 "X" Xxxxxx, Xxxxx 000
Xxxxxxx, XX. 00000
8. GOVERNING LAW. This Addendum shall be governed by the laws of the
State of New Mexico.
9. REVISION OF LEASE AGREEMENT. This Addendum amends only the
provisions of the Location Lease Agreement as indicated herein. All
other provisions of the Location Lease Agreement shall remain in tact
as set forth therein.
/s/ Xxxx X. Xxxxxx
----------------------------------
Xxxx X. Xxxxxx, III
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AUSTINS STEAKS & SALOON, INC.
/s/ Xxxx X. Xxxxxx
By: ------------------------------
Xxxx X. Xxxxxx, III, President
/s/ Xxxxx Xxxxx
------------------------------
Xxxxx Xxxxx
/s/ Xxxxxxx Xxxxx
------------------------------
Xxxxxxx Xxxxx
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