EXHIBIT 99.1.D
ASSIGNMENT OF DEBENTURE MADE AND ENTERED INTO AT MONTREAL, AS OF THE 29TH DAY OF
JANUARY 2001.
BY AND BETWEEN: BARTHOLEMEW INTERNATIONAL INVESTMENTS LTD., a Jersey trust,
having an office at 3 Olde Street, St. Heliere, Jersey,
Channel Island, JE2 3RG, herein represented by Terence C.
Byrne, its agent, duly authorized as he so declares
(hereinafter referred to as "BARTHOLEMEW")
- -AND-
PRS SUB VI, INC., a corporation duly incorporated in
accordance with the laws of New Jersey, U.S.A., having its
registered office at 425 Eagle Rock Avenue, Roseland, New
Jersey, herein represented by John Frohling, duly authorized
as he so declares
(hereinafter referred to as "PRS")
WHEREAS BARTHOLEMEW has advanced a total of FIVE HUNDRED THOUSAND DOLLARS U.S.
($500,000.00 U.S.) to Pizza Donini Inc. (hereinafter referred to as "DONINI");
WHEREAS pursuant to the advances by BARTHOLEMEW to Donini, Donini issued to
BARTHOLEMEW a Convertible Subordinated Debenture in the principal amount of FIVE
THOUSAND DOLLARS U.S. ($500,000.00 U.S.) (hereinafter referred to as the "Donini
Debenture"), a copy of which is annexed hereto as Schedule "A" and forming an
integral part thereof as if recited at length herein;
WHEREAS PRS acquired from Peter Deros, Demaco M.C.S. Inc., Les Aliments Joe et
Ray Ltee, 164634 Canada Inc., 99408 Canada Ltd., Theo Kalaitzis, Michael Morris,
Domenico Ramacieri, Jean-Louis Mondou, Yolanda Martucci, Abdelkrim Filali,
Francine Brouillet, Lionel Oberman, Sarkis Tsaoussian, Frank Anania and Dina
Dariotis, as of the date hereof all of the issued and outstanding shares of
Donini, the whole pursuant to the terms and conditions of a Memorandum of
Agreement of Purchase and Sale (the "Sale Agreement");
WHEREAS pursuant to the terms and conditions of the Sale Agreement, PRS has
undertaken to assume all of the rights and obligations ensuing pursuant to the
Debenture issued by Donini to BARTHOLEMEW;
WHEREAS, BARTHOLEMEW assigns to PRS, who wishes to acquire, all of its right,
title and interests in the Debenture and any recourses ensuing therefrom,
including any conversion rights, the whole in accordance with the terms and
conditions of the present agreement;
THE PARTIES HEREBY AGREE AS FOLLOWS:
1. That the preamble of the present agreement shall form an integral part
thereof;
2. BARTHOLEMEW hereby transfers and assigns to PRS of all its right, title
and interest to the Debenture issued to it by Donini, in the principal
amount of FIVE HUNDRED THOUSAND DOLLARS U.S. ($500,000.00 U.S.),
together with all rights, title, interests and recourses ensuing
therefrom, including all conversion rights provided therein;
3. In consideration of the assignment of the Donini Debenture to PRS, and
all rights and recourses, including all conversion rights available to
BARTHOLEMEW, PRS hereby undertakes to issue to BARTHOLEMEW a
convertible subordinate debenture (hereinafter referred to as the "PRS
Debenture") in the principal amount of FIVE HUNDRED THOUSAND DOLLARS
U.S. ($500,000.00 U.S.) under the same terms and conditions as the
Donini Debenture, save and except that BARTHOLEMEW and PRS hereby agree
that the PRS Debenture shall entitle BARTHOLEMEW to convert the PRS
Debenture into an aggregate of two million two hundred and six thousand
eight hundred and fifty-five (2,206,855) shares of the common stock of
PRS. Upon the issuance of the PRS Debenture, PRS shall remit the Donini
Debenture to Donini for cancellation. BARTHOLEMEW hereby acknowledges
and declares that upon the issuance of the PRS Debenture by PRS, it
shall have no further recourse or claim against Donini;
4. All notices, requests, demands and other communications pursuant to
this Agreement shall be in writing and shall be deemed to have been
duly given if delivered by registered mail or by messenger or any other
expedient method to PRS at the address indicated above and to
BARTHOLEMEW at the address indicated hereinabove, together with a copy
to 466 Cote St. Antoine, Westmount, Quebec, H3Y 2K1 or at such other
address as either party may advise the other in writing and such notice
shall be deemed to be received on the seventh (7th) day following its
mailing, where the postal service is in full operation during such
entire time, or on the actual date of delivery, where the notice is
sent by messenger or other method of personal delivery.
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5. The Parties hereby undertake to do such further things and execute such
further documents as may be required in order to give full force and
effect to the foregoing, including any documents required for
registration at the movable register;
6. AND HERETO INTERVENES PIZZA DONINI INC., herein represented by its
president, Mr. Peter Deros, duly authorized as he so declares, who
acknowledges having taken cognizance of the present Agreement and
hereby undertakes to execute such instruments and do such things as may
be necessary in order to give full force and effect to the foregoing;
7. This Agreement shall enure to the benefit of the parties hereto, their
successors, representatives and legal heirs;
8. This Agreement was drafted in English at the request of the parties
hereto. Cette convention a ete redigee en anglais a la demande des
parties aux presentes.
AND THE PARTIES HAVE SIGNED AT THE PLACE AS OF THE DATE FIRST HEREINABOVE
INDICATED.
BARTHOLEMEW INTERNATIONAL
INVESTMENTS LTD.
Per: /s/ TERENCE C. BYRNE
-------------------------
Terence C. Byrne
duly authorized for these purposes
PRS SUB VI, INC.
Per: /s/ JOHN FROHLING
-------------------------
John Frohling
duly authorized for these purposes
PIZZA DONINI INC.
Per: /s/ PETER DEROS
-------------------------
Peter Deros
Duly authorized for these purposes
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