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Exhibit 99.1
ACT OF SALE OF COMMON STOCK
OF CUCOS INC.
THIS AGREEMENT made as of this 23rd day of March, 1995, by and between
Xxxxx X. Xxxxxx ("Seller") and Xxxxxxx X. Xxxxxx, Xx. ("Buyer").
RECITALS:
1. Seller is the owner of 181,538 Shares of the issued and
outstanding common stock of Cucos Inc. ("Shares").
2. Seller desires to sell to Buyer, and Buyer desires to purchase
the Shares from Seller.
In consideration of the covenants, warranties and mutual agreements
set forth herein, the parties do hereby agree as follows:
1. Sale. Subject to all of the terms and conditions of this
Agreement, Seller hereby sells, assigns, transfers, and delivers the Shares to
Buyer, and the Buyer hereby purchases the Shares.
2. Consideration. The purchase price shall be $1.00 per share or
total of $181,538 ("Purchase Price"), paid herewith by a Promissory Note of
this date in the amount of $181,538, bearing interest at 6.0% per annum and
payable over 10 years, with varying monthly payments as seth forth in the note,
beginning on April 1, 1995, until paid. Receipt of said Promissory Note, which
is secured in rem by a security interest in the Shares, is hereby acknowledged
by Seller. Seller also acknowledges receipt of the first three monthly
payments, totalling Four Thousand Five Hundred and Fifty Seven Dollars
($4,557.00).
As additional consideration for the sale herein, Seller is to be
released personally from the obligations to the Whitney National Bank and to
the First Bank & Trust Company ("Loans"), which obligations are secured, in
part, by the Shares, and Seller will have no further personal liability for the
payment of said Loans.
3. Security Interest. In order to secure the payment of the
balance of the Purchase Price, as evidenced by the Promissory Note referred to
above, Buyer hereby grants to Seller a continuing security interest on the
Shares, in accordance with the Louisiana Security Interests In Investment
Securities Law, La.R.S.10:8-101, ef sig.
In the event of a default in the payment of the Promissory Note, 10
days after receipt of written notice of default by Buyer, with opportunity to
cure, Seller shall have the right, from time to time, subject to "Prior
Pledges" described below, to seize and sell sufficient Shares to pay any and
all overdue payments of principal, interest, attorney's fees and costs.
In the event of a default in the payment of the Promissory Note, 10
days after receipt of written notice of default by Buyer, with opportunity to
cure, Seller may also sell, subject to "Prior Pledges" described below, an
additonal number of Shares to pay, in advance, one year of principal and
interest due on the Promissory Note. In the event of such a sale, Seller shall
be entitled to the proceeds of the sale immediately, and the Promissory Note
will be credited with the amount of such principal payment.
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4. Prior Pledges. Buyer and Seller acknowledge that 53,600
shares of the Shares being sold herein are pledged to the Whitney National
Bank, 125,788 shares are pledged to First Bank & Trust Company to secure the
Loans, and 2,150 shares are pledged to Xxxxxxxx Xxxxxx to secure another
obligation (collectively, "Prior Pledges"). It is agreed that these Prior
Pledges will continue and that the security interest granted herein shall be
secondary and junior to those Prior Pledges.
5. Transfer of Shares into Buyer's Name. With the permission of
the prior pledgees, Buyer may transfer the Shares into the name of Buyer, and
the Shares so transferred shall continue to be pledged to the parties named
above; in such event, Seller agrees that his security interst shall continue to
be secondary and junior to the pledges to the Whitney National Bank, First Bank
& Trust Company and Xxxxxxxx Xxxxxx, as set forth above.
6. Possession of Shares. When, as, and if the Shares or any
portion thereof are released by the Prior Pledgees, the stock certificates
shall be delivered into the possession of Seller. Seller shall then have the
right to retain possession of the Shares to secure payment of the Promissory
Note. Seller shall nevertheless release 25% of the Shares when 25% of the
Promissory Note is paid; will release an additional 25% of the Shares when 50%
of the Promissory Note is paid; will release an additional 25% of the Shares
when 75% of the Promissory Note is paid; and will release the remaining Shares
when the Promissory Note is fully paid.
7. Sale of Shares. Buyer may sell any or all of the Shares,
provided that the proceeds of the sale(s) shall be paid immediately either to
Prior Pledgees or to Seller, in which latter case the payment is to credited
against the Promissory Note.
8. Refinancing. Buyer shall have the right and option to
refinance the Loans and to repledge the Shares and grant a security interest in
the Shares to secure such refinancing; provided, however, that in no event
shall the then existing balance of the Loans be increased without the prior
written approval of Seller.
9. Further Documents. The parties agree to execute whatever
documents may be necessary in order for Buyer to refinance the Loans and to
authorize the Prior Pledgees and/or Buyer to transer the Shares to Buyer's name
and to have the pledges continue in existence and senior to the security
interest of Seller herein.
10. Transfer Fees. Any and all transfer fees incurred in
connnection with this Agreement shall be paid by Buyer.
11. Benefit. This Agreement shall be binding upon and inure to
the benefit of the respective heirs, successor and assigns of the Buyer and
Seller.
IN WITNESS WHEREOF, the parties have duly executed this Agreement.
XXXXX X. XXXXXX, SELLER
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XXXXXXX X. XXXXXX, XX., BUYER
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