AMENDEDPURCHASE AGREEMENT
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This Amended Purchase Agreement dated this 9th day of August 2006 (the
"Amendment") is to Amend the Purchase Agreement (the "Purchase Agreement") by
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and between Spiros Partners, Ltd., a Texas limited partnership (the
"Partnership"), New Spiros, L.L.C., a Texas limited liability company (the
"Company"), Behzad "Alex" Bahrami ("Bahrami"), the individuals listed on Exhibit
"A" to the Purchase Agreement who are the Limited Partners of the Partnership
(the "Limited Partners") and the Members of the Company (the "Members"), and RCI
Debit Services, Inc., a Texas corporation ("Buyer"). The Limited Partners and
the Members are collectively referred to herein as the "Sellers"
RECITALS
WHEREAS, the parties entered into a Purchase Agreement dated August 3, 2006
(the "Purchase Agreement") for the acquisition of the Membership Interest in the
Company and the Partnership Interest in the Partnership, which own and operate
an adult entertainment cabaret known as "Centerfolds" located at 5418 Brewster
Street, San Antonio, Texas 78233; and
WHEREAS, all of the parties hereto wish to amend Section 1.4 of the
Purchase Agreement to clarify the method of the payment of the purchase price
for the Membership Interest and Partnership Interest; and
WHEREAS, the parties wish to amend Section 3.1(b) of the Purchase Agreement
to clarify the outstanding Membership Interest of the Company; and
WHEREAS, the parties wish to amend Section 2.1 of the Purchase Agreement to
extend the Closing Date (as defined therein).
NOW, THEREFORE, in consideration of the foregoing, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
1. All capitalized terms used herein shall have the meanings assigned
to them in the Purchase Agreement unless expressly defined otherwise in this
Amendment.
2. Except as otherwise specifically provided herein, all terms and
conditions of the Purchase Agreement as set forth therein, shall remain in full
force and effect as if explicitly set forth herein and shall apply to the
interpretation and enforcement hereof.
3. Amendment of Sections 1.4 of the Purchase Agreement: The parties
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hereby amend Section 1.4 of the Purchase Agreement in its entirety to read as
follows:
"Section 1.4 Purchase Price for Membership Interest and
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Partnership Interest. As consideration for the purchase of the
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Membership Interest and the Partnership Interest, Buyer shall pay to
the Sellers the total aggregate consideration of $2,150,000 (the
"Purchase Price"), which shall be allocated according to the ownership
percentages set forth in Exhibit "A" and payable as follows:
(a) $450,000 cash paid at the time of Closing;
(b) Buyer shall execute a promissory note in the principal amount of
$1,700,000 bearing simple interest at a rate of 7.5% per annum
(the "Long Term Note") due
and payable as follows:
(i) in twenty-four (24) monthly installments of principal and
interest in the amount of Forty Thousand Seven Hundred Sixty-Nine
and 83/100 Dollars ($40,769.83 = $31,499.71 + $9,270.12) each,
with the first installment being due and payable thirty (30) days
after the Closing Date, with subsequent installments being due
and payable on the same day of each successive month, through
August 2008; and
(ii) thereafter commencing with the 25th month through the
59th month in equal monthly installments of principal and
interest in the amount of Nine Thousand Two Hundred Seventy and
12/100 Dollars ($9,270.12) each, with the next such installment
being due and payable on the same day of the month in September
2008, and with subsequent installments in like amount being due
and payable on the same day of each successive month through July
2011, with a final payment of Seven Hundred Eighty-Five Thousand
Three Hundred Twenty-One and 04/100 Dollars ($785,321.04) being
due and payable thirty (30) days thereafter being the final
maturity of the Long Term Note, when the entire unpaid principal
balance, whether the same or different from the above stated
balance, and all unpaid accrued interest owing, together with all
other charges, if any, will be due and payable in full.
The Long Term Note shall be secured by the Real Property secured by a
lien on the Real Property inferior only to the existing lien on the
Promissory Note and the lien to be granted to SK&BB under the Bridge
Note, as well as all of the capital stock of the Buyer, all of the
Membership Interest and Partnership Interest, and a security interest
in the assets of the Business."
4. Amendment of Sections3.1(b) of the Purchase Agreement: The parties
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hereby amend Section 3.1(b) of the Purchase Agreement in its entirety to read as
follows:
"(b) The authorized Membership Interests of the Company consists of 50%
Membership Interest owned by Behzad Bahrami and 50% Membership
Interest owned by Spiridon Karamalegos which membership interests are
validly issued and outstanding. There is no other class of membership
interests authorized or issued by the Company. All of the issued and
outstanding Membership Interests of the Company are owned by Members
and are fully paid and non-assessable. None of the Membership
Interests issued are in violation of any preemptive rights. The
Company does not have any obligation to repurchase, reacquire, or
redeem any of its outstanding Membership Interests. There are no
outstanding securities convertible into or evidencing the right to
purchase or subscribe for any membership interests of the Company,
there are no outstanding or authorized options, warrants, calls,
subscriptions, rights, commitments or any other agreements of any
character obligating the Company to issue any membership interests or
any securities convertible into or evidencing the right to purchase or
subscribe for any membership interests, and there are no agreements or
understandings with respect to the voting, sale, transfer or
registration of any membership interests of the Company."
Amended Purchase Agreement - Page 2
5. Amendment to Section 2.1 of the Purchase Agreement: The parties
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hereto amend Section 2.1 of the Purchase Agreement in its entirety to read as
follows:
"Section 2.1 The Closing. The closing of the transactions
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provided for in this Agreement shall take place on or before August 25,
2006 (the "Closing Date"), or at such other time and place as agreed upon
among the parties hereto (the "Closing"). The closing of the transaction
between RCI and SK&BB for the acquisition of the Real Property shall take
place at Chicago Title Company, Austin, Texas."
6. This Amendment shall be of no force and effect until receipt and
execution of this Amendment by all parties. This Amendment may be executed in
counterparts, each of which shall be deemed an original, but all of which shall
be deemed one instrument, by facsimile signature of any of the parties, each of
which shall be deemed an original for all purposes.
7. Except as expressly amended hereby, the Purchase Agreement remains
in full force and effect. Any references to the Purchase Agreement shall refer
to the Agreement as amended hereby.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE.]
Amended Purchase Agreement - Page 3
IN WITNESS WHEREOF, the undersigned have executed this Amended Purchase
Agreement to become effective as of the date first set forth above.
RCI DEBIT SERVICES, INC.
/S/
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By: Eric Langan, President
Date:
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SPIROS PARTNERS, LTD.
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By: ,
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Date:
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NEW SPIROS, LLC
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By: ,
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Date:
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SPIRIDON KARAMALEGOS, Individually
Date:
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BEHZAD BAHRAMI, Individually
Date:
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SHAHRZAD BAHRAMI, Individually
Date:
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ANTONIOS A. PETROPOULOS, Individually
Date:
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NICOLAS KARAOLIS, Individually
Date:
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JESSE G. CANDELAS, Individually
Date:
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ELEFTHERIOS KARAMALEGOS, Individually
Date:
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Amended Purchase Agreement - Page 4