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Exhibit 10.9
SECOND AMENDMENT
SECOND AMENDMENT made this 1st day of October, 1997 by and among XXXXXX
ENTERPRISES INC., a Florida corporation ("SEI"), MAX'S BEACH GRILL, LTD., a
Florida limited partnership, UNIQUE BRICKELL LTD., a Florida limited
partnership, UNIQUE WESTON LTD., a Florida limited partnership, XXXXXX X. MAX,
and UNIQUE RESTAURANT CONCEPTS, LTD., a Florida limited partnership.
RECITALS:
A. The parties entered into a Funding Agreement dated July 1, 1997 (the
"Funding Agreement").
B. The parties wish to amend and clarify certain provisions of the
Funding Agreement.
NOW, THEREFORE, based on the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:
1. The reference to a "fifty percent (50%) equity interest" in Section 1
is deleted and replaced with a reference to a "fifty one percent (51%) equity
interest".
2. The sentence in Section 1 that begins with the phrase "At such
closing" is hereby amended to read as follows:
"At such closing, designees of Xxxxxx Xxxxxxxx, a cofounder
and director of SEI, who are acceptable to the Grille
Companies shall be appointed to serve on each of the Grille
Companies' corporate general partners' Boards of Directors
such that such designees represent the majority of directors
in each case.
The final sentence of Section 1 is deleted in its entirety.
3. The first sentence of Section 2 is amended to read as follows:
"At the closing referenced above, the directors of SEI shall
appoint three (3) such designees of Max who are acceptable to
them to the SEI Board of Directors to serve alongside the
current three (3) directors. In the event the Board is
enlarged to include more directors, at all times the Board
shall comprise an even number of directors, half of whom shall
be designated by Max and half of whom shall be designated by
X. Xxxxxxxx.
4. Section 4 is amended to include the following additional sentences:
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Said management agreement shall include a provision whereby in
the event URCI involuntarily ceases to manage the Grille
Companies, then URCI shall have the option, exercisable during
the sixty (60) day period commencing on the date of cessation,
to acquire SEI s equity interests in the Grille Companies for
the fair market value thereof determined by an independent
appraiser selected by SEI and URCI, who shall equally share
the expenses and fees thereof.
5. All other provisions of the Funding Agreement, as amended by an
Amendment dated September 11, 1997, remain in effect unchanged.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the
date first above written.
XXXXXX ENTERPRISES INC. UNIQUE WESTON LTD., by Unique
Weston, Inc., its general
partner
By:___________________________
Name:______________________
Title:_____________________ By:___________________________
Name:______________________
MAX'S BEACH GRILL, LTD. by Title:_____________________
Max's Beach Grill, Inc.,
its general partner
______________________________
By:___________________________ XXXXXX X. MAX
Name:______________________
Title:_____________________
UNIQUE RESTAURANT CONCEPTS, LTD., by Unique
Restaurants, Inc., its general partner
UNIQUE BRICKELL LTD., by Unique
Brickell, Inc., its general
partner By:___________________________
Name:______________________
Title:_____________________
By:___________________________
Name:______________________
Title:_____________________ UNIQUE RESTAURANT CONCEPTS, INC.
By:___________________________
Name:______________________
Title:_____________________
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