SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
AND ESCROW AGREEMENT
This Second Amendment to Agreement and Plan of Merger and Escrow
Agreement (this "Second Amendment") is dated as of October 31, 1997, and
is by and among El Chico Holding Company, L.P., a limited partnership
formed under the laws of the State of Texas ("Parent"), El Chico
Acquisition, Inc., a corporation formed under the laws of the State of
Texas and a wholly-owned subsidiary of Parent ("Sub"), and El Chico
Restaurants, Inc., a corporation formed under the laws of the State of
Texas (the "Company").
Recitals
Parent, Sub, and the Company entered into that certain Agreement and
Plan of Merger, dated as of September 23, 1997 (the "Agreement").
Parent, Sub, and the Company entered into the First Amendment to
Agreement and Plan of Merger, dated as of October 23, 1997 ("First
Amendment").
Parent, Sub, and the Company desire to further amend the Agreement
as hereinafter set forth.
NOW, THEREFORE, in consideration of the premises, the agreements
contained in this Amendment, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound, hereby agree as follows:
1. Section 11.1(j) of the Agreement is amended to read in its entirety
as follows:
"(j) by Parent, if on or before the earlier of January 31,
1998 or the Closing Date, Parent shall not have received
either (i)(x) a commitment to purchase certain improved real
properties of the Company for a consideration of not less than
$25.6 million and (y) a financing commitment from a reliable
financial institution in the principal amount of not less than
$35 million bearing interest at an annual rate not to exceed
11 1/2% with repayment amortized over not less than 7 years, or
(ii) a financing commitment from a reliable financial
institution in the principal amount of not less than $58
million bearing interest at an annual rate not to exceed 11 1/2%
with repayment amortized over not less than 7 years to effect
the Merger and the transactions contemplated by this
Agreement, refinance certain existing indebtedness of the
Company and pay related fees and expenses; such commitments or
commitment being on terms and conditions reasonably
satisfactory to Parent and Sub. In the event Parent
terminates this Agreement on or before the earlier of January
31, 1998 at 11:59 p.m. C.S.T. or the Closing Date pursuant to
the provisions of this Section 11.1(j), upon such termination,
the Company shall only be entitled to receive $500,000 of the
fund deposited by Parent pursuant to the Escrow Agreement
entered into between the parties pursuant to Section 9.15
hereinabove."
2. Paragraph 5 of the First Amendment is rendered moot by the amendment
to Section 11.1(j) made herein.
3. The terms of this Second Amendment shall supersede all inconsistent
terms of all prior or contemporaneous written or oral agreements
between the Company and any or all of Parent, Sub and/or Cracken,
Xxxxxx & Co., L.L.C., including, but not limited to, the terms of
the Agreement, the terms of the First Amendment, and the terms of
the Escrow Agreement, or both.
* * * * * *
IN WITNESS WHEREOF, Parent, Sub, and the Company have caused this
Amendment to be signed by their respective officers thereunto duly
authorized as of the date first written above.
El Chico Holding Company, L.P.
By: Cracken, Harkey, Street & Co.,
L.L.C.
General Partner
By: /s/Xxxx X. Xxxxxx, Xx.
-----------------------------
Xxxx X. Xxxxxx, Xx.
Manager
El Chico Acquisition, Inc.
By: /s/Xxxx X. Xxxxxx, Xx.
-------------------------------
Xxxx X. Xxxxxx, Xx.
President
El Chico Restaurants, Inc.
By: /s/Xxxxxxx X. Xxxxx
------------------------------
Xxxxxxx X. Xxxxx
President and Chief Executive
Officer
