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EXHIBIT 10.18
AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT
This AMENDMENT TO REGISTRATION RIGHTS AGREEMENT ("Amendment") dated as
of February 25, 1991 is entered into by and among California Beach Restaurants,
Inc., a California corporation (the "Company") and the various holders which are
parties hereto (collectively, the "Holders," and each, a "Holder").
Whereas, the Company (formerly known as I.H.V. Corp.) and the Holders
are parties to that certain Registration Rights Agreement dated as of March 30,
1990 (the "Registration Rights Agreement"); and
Whereas, Robert J. Morris ("Morris") and Richard S. Stevens ("Stevens"),
the sole shareholders of California Beach Capital, Inc., a California
corporation and a Holder ("CBC"), have taken action to dissolve CBC; and
Whereas, Morris and Stevens each is a "Holder" as defined in the
Registration Rights Agreement; and
Whereas, Stevens is resigning as President, Chief Operating Officer and
Assistant Secretary of the Company effective upon the occurrence of certain
events, including without limitation, the amendment of the Registration Rights
Agreement as set forth herein;
Now, therefore, based upon the foregoing premises and for good and
valuable consideration, the receipt and legal sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Defined Terms. The definition of Shares contained in Section 1.1 (1)
is hereby amended to read in its entirety as follows:
(g) Shares. The following securities: (i) the shares of Common
Stock issued to certain of the Holders pursuant to the Securities
Purchase Agreement, (ii) prior to the dissolution of CBC, the 552,041
shares of Common Stock which were issued to CBC in exchange for the
transfer by CBC to Sea View Restaurants, Inc., a California corporation
and wholly-owned subsidiary of the Company, of various management
contracts and other contractual rights, (iii) prior to the dissolution
of CBC, the 2,710,204 shares of Common Stock purchased by CBC from
Samuel Schulman on June 30, 1989, (iv) the Option Shares, (v) the shares
of Common Stock issued to the individuals described on Schedule 1.1(1)
attached hereto in the amounts described in such Schedule as of the date
hereof, (vi) after the dissolution of CBC, 1,488,368 shares of Common
Stock held
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beneficially and of record by Morris, (vii) after the dissolution of
CBC, 1,488,368 shares of Common Stock owned beneficially and of record
by Stevens, and (viii) up to an additional 5,000,000 shares of Common
Stock issued by the Company or issuable upon exercise of options or
warrants or upon conversion of other securities issued by the Company
from time to time after the date hereof and designated by the Company in
writing as included within the definition of Shares under this
Agreement.
2. Continuing Effectiveness. All other terms and provisions of the
Registration Rights Agreement not amended hereby shall remain in full force and
effect.
3. Counterparts. This Amendment may be executed in two or more
counterparts, and by each party on separate counterparts, each of which shall be
an original and all of which, taken together, shall constitute one and the same
document.
IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment
to Registration Rights Agreement as of the date first above written.
CALIFORNIA BEACH RESTAURANTS, INC.
By: /s/ Alan S. Klee
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By: /s/ Robert J. Morris
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CALIFORNIA BEACH CAPITAL, INC.
By: /s/ Richard S. Stevens
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By: /s/ Robert J. Morris
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/s/ Robert J. Morris
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ROBERT J. MORRIS
/s/ Richard S. Stevens
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RICHARD S. STEVENS
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SAND AND SEA PARTNERS
/s/ J. Christopher Lewis
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By: J. Christopher Lewis
General Partner
SEA FAIR PARTNERS
/s/ J. Christopher Lewis
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By: J. Christopher Lewis
General Partner
W.R. GRACE & CO.
By: /s/
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Its: Treasurer and Senior Vice
President
/s/ Eli Broad
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ELI BROAD
CUSHMAN/SEA VIEW PARTNERS
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By Cushman/Equities Corporation
General Partner
By: /s/ Robert W. Schulz
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Robert W. Schulz, President
CUSHMAN K/SEA VIEW PARTNERS
By Cushman/Equities Corporation
General Partner
By: /s/ Robert W. Schulz
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Robert W. Schulz, President
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