1
EXHIBIT 10.31
Xxx Xxxxxxxx
President
Chief Operating Officer
February 20, 1997
Xx. Xxxxxxx X. Xxxxxxx
Chairman and Chief Executive Officer
GB Foods Corporation
00 Xxxxxxxxx Xxxxx, #000
Xxxxxxx Xxxxx, XX 00000
Dear Xxxxx:
As of May 30, 1995, Xxxx Xxxxxxx Enterprises, Inc. ("Xxxx"), CKE Restaurants,
Inc. ("CKE") and GB Foods Corporation ("GBFC") entered into a Carl's Jr./Green
Burrito Settlement and Development Agreement (the "Agreement"). There
subsequently have arisen certain questions about store conversions under
Section 1 of the Agreement. In addition, there has arisen a difference of
opinion on the interpretation of Section 9 of the Agreement with respect to
certain proposed actions by CKE.
As we have discussed, we both believe that it is in our mutual best interest to
resolve these matters and "reset" the conversion obligations of Xxxx and CKE
under the Agreement as hereinafter provided. Accordingly, Xxxx, CKE and GBFC
agree as follows:
1. Notwithstanding our dispute with respect to Section 9 of the Agreement
and without prejudice to either side's position, the parties hereby modify and
amend the Agreement to the extent necessary, if any, to permit Xxxx or CKE (or
any of its franchisees or affiliates) to feature Xxxx'x Xx. products in any
Taco Bueno restaurant now owned by Xxxx or CKE in Texas, or hereafter
established by Xxxx or CKE (or any of its franchisees or affiliates) in Texas.
Accordingly, the combination of Carl's Jr. with Taco Bueno restaurants in Texas
shall not be deemed by GBFC to be a violation of Section 9 of the Agreement.
2. Notwithstanding Section 1 of the Agreement, the parties hereby modify
and amend the Agreement to the extent necessary to provide that for each of the
four fiscal years in the period March 1, 1997 through February 28, 2001, Xxxx
will convert a minimum of sixty (60) Carl's Jr. locations, all without regard
to subparts (i) through (v) of Section 1A of the Agreement, which subparts are
hereby deleted. At least fifty (50) of the conversions shall be company-owned
Carl's Jr. locations, and Xxxx xxx fill the remaining ten (10) with either
company-owned or franchisee Carl's Jr. locations. GBFC hereby acknowledges and
agrees that all of Xxxx's and CKE's obligations under Section 1 of the
Agreement have been fully satisfied through February 28, 1997.
Except as otherwise amended hereby, the provisions of the Agreement will remain
in full force and effect.
If you agree to the above, please so indicate in the space provided below and
return one copy to me.
Xxxx Xxxxxxx Enterprises, Inc. CKE Restaurants, Inc.
By: /s/ X. Xxxxxx Xxxxxxxx By: /s/ X. Xxxxxx Xxxxxxxx
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Accepted and Agreed: GB Foods Corporation
By: /s/ Xxxxxxx X. Xxxxxxx, President
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