MODIFICATION AND EXTENSION AGREEMENT
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DATE: August 24, 2006
HOLDER OF NOTE AND LIEN/
LENDER: The Griffin Family Trust Under the Will of Gordon
M. Griffin, Deceased, and The Griffin Family Trust
Under the Will of Irma H. Griffin, Deceased
HOLDER'S MAILING ADDRESS: c/o Gordon M. Griffin, Jr.
2800 Northwood
Austin, Travis County, Texas 78703
OBLIGOR: RCI Holdings, Inc., a Texas corporation
OBLIGOR'S MAILING ADDRESS: 10959 Cutten Road
Houston, Harris County, Texas 77066
ORIGINAL OBLIGOR: SK & BB Holdings, L.P., a Texas limited
partnership
ORIGINAL OBLIGOR'S
MAILING ADDRESS: 9010 N. IH 35, Suite 112
Austin, Travis County, Texas 78753
GUARANTOR: Rick's Cabaret International, Inc., a Texas
corporation
NOTE
DATE: September 30, 2004
ORIGINAL PRINCIPAL AMOUNT: $600,000.00
BORROWER: SK & BB Holdings, L.P., a Texas limited
partnership
LENDER: The Griffin Family Trust Under the Will
of Gordon M. Griffin, Deceased, and The
Griffin Family Trust Under the Will of Irma
H. Griffin, Deceased
MATURITY DATE: September 30, 2006
The Note is incorporate herein as if written herein verbatim.
UNPAID PRINCIPAL AND
INTEREST ON NOTE: Four Hundred Thousand and No/100 Dollars
($400,000.00), after a Two Hundred Thousand and
No/100 Dollars ($200,000.00) payment
contemporaneously herewith
LIEN DOCUMENTS: Vendor's Lien in Deed, Deed of Trust (Security
Agreement, Assignment of Leases, Assignment of
Rents and Financing Statement), and third party
Security Agreement
Modification and Extension Agreement Page 1
PROPERTY (INCLUDING
ANY IMPROVEMENTS): TRACT 1: Lots 12 and 13, New City Block 16112,
WEIDNER ROAD BUSINESS PARK SUBDIVISION, a
subdivision in the City of San Antonio, Bexar
County, Texas, according to the plat thereof
recorded in Volume 6900, Page(s) 214, Deed and
Plat Records of Bexar County, Texas.
TRACT 2: Easement Estate created in that
certain Reciprocal Parking Agreement dated
February 21, 2003, recorded in Volume 9842, Page
1395 of the Official Public Records of Real
Property of Bexar County, Texas, over and across
Lot 16, Block 1, New City Block 1645C, locally
described as 5351-5355 Brewster.
EXTENDED MATURITY DATE
OF NOTE/EXTENDED TERM: March 31, 2007
MODIFIED TERMS: (1) Contemporaneously herewith, the Obligor has
paid down on the original principal amount so that
the current principal amount as of the date hereof
is $400,000.00.
(2) The Maturity Date of the Note has been
extended to on or before March 31, 2007 (the
Extended Maturity Date of Note).
(3) The Obligor has assumed the obligations
contained in the Note and the Lien Documents
securing the Note.
(4) During the Extended Term there shall be no
prepayment of the Note in whole or in part, except
that the Note may be prepaid in full only at any
time from March 26, 2007 until the Extended
Maturity Date.
(5) The Obligor's assumed obligations under the
Note and the Lien Documents securing the Note is
unconditionally guaranteed by Rick's Cabaret
International, Inc. by separate guaranty.
(6) The Lender does hereby allow inferior liens
against the Property so long as the Lender's liens
are superior to any other liens placed against the
Property.
ADDITIONAL TERMS: (1) The existing collateral securing the Note
shall remain in full force and effect and not
affected by this Modification and Extension
Agreement (this "Agreement").
(2) Lender as the Owner and Holder of the Note
and Liens does hereby agree and consent to the
transfer of assets from the Original Obligor to
the Obligor and additionally consents to the
assumption of the Note by the Obligor.
Modification and Extension Agreement Page 2
(3) Notwithstanding the foregoing contained in
item 2 above, the Original Obligor and all
original guarantors shall remain fully liable for
all of the obligations contained in the Note as
modified herein and in the Lien Documents securing
the Note.
The Note is secured by liens against the Property. Whether Obligor is
primarily liable on the Note or not, Obligor nevertheless agrees to pay the Note
and comply with the obligations expressed in the Lien Documents. Original
Obligor shall remain liable on the Note and the Lien Documents securing the
Note.
For value received, Obligor renews the Note and promises to pay to the
order of Lender, according to the Modified Terms, the Unpaid Principal and
Interest on Note. All unpaid amounts are due by the Extended Maturity Date of
Note. Obligor also extends the liens described in the Lien Documents.
The Note and the Lien Documents continue as written, except as provided in
this Agreement.
Obligor warrants to Holder of Note and Lien that the Note and the Lien
Documents, as modified, are valid and enforceable and represents that they are
not subject to rights of offset, rescission, or other claims.
This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original but all of which shall constitute one and the same
instrument.
When the context requires, singular nouns and pronouns include the plural.
OBLIGOR:
RCI HOLDINGS, INC.
By: /s/ Eric Langan
-------------------------------------
Eric Langan, President
ORIGINAL OBLIGOR:
SK & BB HOLDINGS, L.P.,
a Texas limited partnership
By: SK & BB-GP, LLC,
a Texas limited liability
company, its General Partner
By: /s/ Spiridon E. Karamalegos
--------------------------------
Spiridon E. Karamalegos, Manager
By: /s/ Behzad Bahrami
--------------------------------
Behzad Bahrami, Manager
Modification and Extension Agreement Page 3
LENDER:
THE GRIFFIN FAMILY TRUST UNDER THE
WILL OF GORDON M. GRIFFIN, DECEASED, AND
THE GRIFFIN FAMILY TRUST UNDER THE WILL
OF IRMA H. GRIFFIN, DECEASED
By: /s/ Gordon M. Griffin, Jr.
--------------------------------
Gordon M. Griffin, Jr., Trustee
STATE OF TEXAS Sec.
Sec.
COUNTY OF Sec.
---------------
This instrument was acknowledged before me on the _____ day of August,
2006, by Gordon M. Griffin, Jr., Trustee of The Griffin Family Trust Under the
Will of Gordon M. Griffin, Deceased, and The Griffin Family Trust Under the Will
of Irma H. Griffin, Deceased.
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NOTARY PUBLIC, STATE OF TEXAS
Modification and Extension Agreement Page 4
STATE OF TEXAS Sec.
Sec.
COUNTY OF Sec.
---------------
This instrument was acknowledged before me on the _____ day of August,
2006, by Eric Langan, President of RCI Holdings, Inc., a Texas corporation, on
behalf of said corporation.
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NOTARY PUBLIC, STATE OF TEXAS
STATE OF TEXAS Sec.
Sec.
COUNTY OF Sec.
---------------
This instrument was acknowledged before me on the _____ day of August,
2006, by Spiridon E. Karamalegos, Manager of SK & BB-GP, LLC, a Texas limited
liability company, General Partner, on behalf of SK & BB Holdings, L.P., a Texas
limited partnership.
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NOTARY PUBLIC, STATE OF TEXAS
STATE OF TEXAS Sec.
Sec.
COUNTY OF Sec.
---------------
This instrument was acknowledged before me on the _____ day of August,
2006, by Behzad Bahrami, Manager of SK & BB-GP, LLC, a Texas limited liability
company, General Partner, on behalf of SK & BB Holdings, L.P., a Texas limited
partnership.
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NOTARY PUBLIC, STATE OF TEXAS
AFTER RECORDING RETURN TO:
Thomas D. Fritz
Fritz, Byrne, Head & Harrison, LLP
98 San Jacinto Blvd., Suite 2000
Austin, TX 78701-4039
Modification and Extension Agreement Page 5