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EXHIBIT 4.6
SUBORDINATED NOTE CONVERSION AGREEMENT
This Agreement is made effective as of the lst day of June, 1997, by
and between Watermarc Food Management Co., a Texas corporation f/k/a Xxxxx
Blues Food Corporation ("Watermarc"), and Xxxxxx X. Xxxxxxxxxx, (hereafter
jointly referred to as the "Parties").
WHEREAS, on the 19th day of December 1994, Xxxxxx X. Xxxxxxxxxx
purchased Five Hundred Thousand Dollars ($500,000.00) principal amount of
Watermarc's 12% Subordinated Notes (hereafter referred to as the "Subordinated
Note"); and
WHEREAS, the Parties wish to convert the Subordinated Note payable by
Watermarc to Xx. Xxxxxxxxxx in the total principal amount of Five Hundred
Thousand Dollars ($500,000.00) into an 11% Subordinated Note of equal principal
amount due June 30, 2002; and
NOW, THEREFORE, for and in consideration of the premises hereunder,
the Parties agree as follows:
1. In exchange for the consideration provided for in Section 2
below, Xxxxxx X. Xxxxxxxxxx forgives and forever discharges the Subordinated
Note owed to him by Watermarc and due on July 31, 1997 in the total principal
sum of Five Hundred Thousand Dollars ($500,000.00), together with all interest,
accrued and unaccrued effective June 1, 1997.
2. Xx. Xxxxxxxxxx shall receive a promissory note from Watermarc
in the principal amount of Five Hundred Thousand Dollars ($500,000.00)
constituting a part of Watermarc's 11% Convertible Subordinated Notes and
Warrants being offered to prospective investors pursuant to Watermarc's
Confidential Private Placement Memorandum dated June 1, 1997.
3. This Agreement shall be construed according to and be governed
by the laws of the State of Texas. The Parties agree that venue for any
litigation arising out of this Agreement shall lie in Houston, Xxxxxx County,
Texas.
4. This Agreement contains the entire agreement of the Parties
with respect to the matters covered by its terms. No other agreement,
statement, or promise made by any party, or to any employee, officer, or agent
of any party, that is not contained in this Agreement shall be of any force or
effect.
This Agreement is executed by the Parties on the day and year first
above written.
Watermarc Food Management Co.
/s/ XXXXXX X. XXXXXXXXXX
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Xxxxxx X. Xxxxxxxxxx Individually /s/ XXXXXX XXXXXXX
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By: Xxxxxx Xxxxxxx
President and Chief Operating Officer
