FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT is entered into as of
the 16th day of March, 1998, by and between DENAMERICA CORP., a Georgia
corporation ("Seller"), OLAJUWON HOLDINGS, INC., a Texas corporation ("Buyer"),
and AKINOLA OLAJUWON.
RECITALS
A. The parties hereto entered into an Asset Purchase Agreement dated as
of January 27, 1998 (the "Asset Purchase Agreement").
B. The parties wish to make certain amendments to the Asset Purchase
Agreement in accordance with this First Amendment.
AGREEMENT
1. Additional Restaurants. Restaurants designated by Seller as
unit numbers 6345, 6431 and 6432 (the "Additional Restaurants") shall be added
to the restaurants to be sold by Seller to Buyer pursuant to the Asset Purchase
Agreement and, in this regard, Schedule A to the Asset Purchase Agreement shall
be replaced by Schedule A hereto which includes the Additional Restaurants.
2. Waiver of Lease Extension. Seller shall not be required to
obtain an extension of the terms of the respective leases for the Additional
Restaurants.
3. Closing Date. Section 13 of the Asset Purchase Agreement is
hereby deleted in its entirety and replaced with the following:
The closing (the "Closing") under this Agreement
shall take place at the offices of the Buyer's lender in New
York, New York (or such other place as mutually agreed upon by
the parties hereto) on March 25, 1998, (the "Closing Date").
4. Real Estate Leases. Notwithstanding any provision of the
Asset Purchase Agreement to the contrary, the parties hereto acknowledge and
agree that the execution and delivery of the Asset Purchase Agreement and the
consummation of the transactions contemplated by the Asset Purchase Agreement do
not result in the assignment of all of the Leases and that Seller's right to use
and possession of the Premises subject to the Leases, save and except with
respect to eleven Restaurants, will be subleased to the Buyer in accordance with
the terms of the Master Sublease Agreement.
5. Transition Services Agreement. The parties hereby agree
that the Buyer and Seller will not enter into the Transition Services Agreement
and that all references to the Transition Services Agreement in the Asset
Purchase Agreement are hereby deleted.
6. Stock Pledge Agreement. The parties hereby agree that they
shall not enter into the Stock Pledge Agreement and that all references to the
Stock Pledge Agreement in the Asset Purchase Agreement are hereby deleted.
7. Definitions. Unless defined herein, all capitalized terms
shall have the meanings set forth in the Asset Purchase Agreement.
8. Effect of Amendment. Except as expressly amended pursuant
to this First Amendment, the Asset Purchase Agreement shall remain in full force
and effect.
9. Waiver. The restriction on the sale, pledge, transfer, or
assignment of Restaurants set forth in Section 19.10 of the Asset Purchase
Agreement is hereby waived.
IN WITNESS WHEREOF, the parties have executed and delivered this First
Amendment as of the date first above written.
BUYER:
OLAJUWON HOLDINGS, INC.,
a Texas corporation
By: /s/ Akinola S. Olajuwon
----------------------------------
Akinola S. Olajuwon, President
SHAREHOLDER:
/s/ Akinola S. Olajuwon
------------------------------------
AKINOLA OLAJUWON
SELLER:
DENAMERICA CORP., a Georgia corporation
By: /s/ Robert J. Gentz
----------------------------------
Its: Executive Vice President
---------------------------------
2