OMNIBUS MODIFICATION AGREEMENT
AGREEMENT made this 22nd day of November, 2004 by and among HEADLINERS
ENTERTAINMENT GROUP, INC., a Delaware corporation with offices at 000
Xxxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 ("Headliners"), XXXX XXXXXX, with
offices at 0000 Xxxxxx Xxxx, Xxxxxx, XX 00000 ("Xxxxxx"), XXX XXXXX, with
offices at 0000 Xxxxxx Xxxx, Xxxxxx, XX 00000 ("Field"), and JHF PROPERTIES,
LLC, an Ohio limited liability company with offices at 0000 Xxxxxx Xxxx,
Xxxxxx, XX 00000 ("JHF")
WHEREAS, Headliners, Xxxxxx and JHF are parties to a "Properties
Acquisition Agreement - Xxxxxx" dated June 23, 2004 (the "Xxxxxx Agreement");
and
WHEREAS, Headliners, Field and JHF are parties to a "Properties
Acquisition Agreement - Field" dated June 23, 2004 (the "Field Agreement");
and
WHEREAS, Headliners, Xxxxxx and JHF are parties to a "Project
Acquisition Agreement" dated June 23, 2004 (the "Projects Agreement"); and
WHEREAS, the parties wish to modify the three agreements recited above
(collectively, the "Agreements").
NOW, THEREFORE, it is agreed:
1. MODIFICATION OF XXXXXX AGREEMENT
The Xxxxxx Agreement is hereby modified as follows:
A. Section 1.1 is eliminated and replaced by the following text:
1.1 The Properties. Set forth below are three Ohio limited
liability companies (with business location) owned by the Transferors that
carry on business under one of the JHF Marks (the "Properties"):
a. 0000 Xxxxxxxx Xx. LLC (Cincinnati)
b. 4115 Mil. Street LLC (Kansas City)
c. 296 X. Xxxxx LLC (Tucson)
B. Sections 1.3 and 1.4 are hereby eliminated and replaced by the
following text:
1.3 Cash Consideration for the Properties. In consideration for the
transfer of the Properties, Headliners shall cause the Acquired Entities
(defined below) to make Eighty-Four (84) weekly payments of Twenty-Five
Thousand Dollars ($25,000) each to Xxxxxx. Payment will be due on each
Friday until the full amount of Two Million One Hundred Thousand Dollars
($2,100,000) has been paid. If, however, the aggregate net cash flow of the
Acquired Entities (the "Entities Cash Flow") in a week is less than the
payment due pursuant to this Section 1.3, then payment of an amount equal to
the Entities Cash Flow in that week shall be made, and the shortfall shall
accrue and become payable to the extent of Entities Cash Flow in subsequent
week(s). Payment shall commence on the first Friday after the Closing Date.
The payment obligation under this Section 1.3 shall not be recourse to
Headliners or any affiliate of Headliners other than the Acquired Entities.
The "Acquired Entities" means the Properties, as well as the Project Owners
(as defined in the Project Acquisition Agreement of even date herewith), and
any entities owning properties developed hereafter by Headliners and JHF.
1.4 Equity Consideration for the Properties. In consideration for
the transfer of the Properties, Headliners shall on the Closing Date issue to
JHF Five Million Eight Hundred Five Thousand (5,805,000) shares of Headliners
common stock and to Xxxxxx Fifty-Two Million Two Hundred and Forty-Five
Thousand (52,245,000) shares of Headliner's common stock (the 58,050,000
shares being referred to in aggregate as the "Properties Shares").
C. Section 1.7 is hereby eliminated and replaced by the following text:
1.7 Closing. The "Closing" will take place at the offices of
Headliners on the fifth business day after the Headliners' Registration
Statement on Form SB-2 (SEC File No. 333-116117) is declared effective. The
date on which the Closing occurs will be the "Closing Date." At the Closing,
in addition to all deliveries recited herein, each party will deliver to the
other a certification attesting that the warranties and representations of
that party made herein are true and correct on the Closing Date as if made
with reference to the Closing Date. In the event that the Closing has not
occurred on or prior to January 31, 2005, any of the parties may terminate
this Agreement by notice to the other parties.
2. TERMINATION OF FIELD AGREEMENT
The Field Agreement is hereby terminated without liability to any
party.
3. MODIFICATION OF PROJECTS AGREEMENT
The Projects Agreement is hereby modified as follows:
A. Section 1.4 is hereby eliminated and replaced by the following text:
1.4 Consideration for Project Owners. In consideration for the
transfer of equity undertaken in Section 1.2 hereof, Headliners has or will
make the following payments:
3.4.1 Two Million Four Hundred Ninety Thousand Dollars ($2,490,000)
previously paid to JHF, receipt of which is hereby acknowledged;
and
3.4.2 One Million Nine Hundred Eight Thousand Dollars ($1,908,000)
payable to JHF within five business days after the date on which
the Securities and Exchange Commission declares effective
Registration Statement No. 333-116117 which was filed by
Headliners on June 3, 2004.
B. Section 1.5 is hereby eliminated and replaced by the following text:
1.5 Closing. The "Closing" will take place at the offices of
Headliners on the fifth business day after the Headliners' Registration
Statement on Form SB-2 (SEC File No. 333-116117) is declared effective. The
date on which the Closing occurs will be the "Closing Date." At the Closing,
in addition to all deliveries recited herein, each party will deliver to the
other a certification attesting that the warranties and representations of
that party made herein are true and correct on the Closing Date as if made
with reference to the Closing Date. In the event that the Closing has not
occurred on or prior to January 31, 2005, any of the parties may terminate
this Agreement by notice to the other parties.
B. In Section 2.5 the phrase "first week of October 2004" is hereby
eliminated wherever it appears and replaced by the phrase "first week of
February 2005."
4. FULL FORCE AND EFFECT
All provisions of the Xxxxxx Agreement and the Projects Agreement not
modified herein remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this agreement as of the
date written on its first line.
HEADLINERS ENTERTAINMENT JHF PROPERTIES, LLC
GROUP, INC.
By:/s/ Xxxxxxx Xxxxxxxxx By: /s/Xxxx Xxxxxx
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Xxxxxxx Xxxxxxxxx, C.E.O. Xxxx Xxxxxx, C.E.O.
/s/Xxx Xxxxx /s/ Xxxx Xxxxxx
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XXX XXXXX XXXX XXXXXX
