EXHIBIT (d)(2)
MODIFICATION AGREEMENT
This Agreement is made as of the 25th day of January, 2000, by and between
Cucos, Inc. (the "Company") and Jacksonville Restaurant Acquisition Corp.
("JRAC").
WHEREAS, Company and JRAC are parties to an Agreement dated December, 1999 (the
"December Agreement"), relating to the acquisition by JRAC of preferred stock in
Company and a possible rights offering whereby JRAC could, at its option,
acquire 51% of the issued and outstanding shares of stock in Company, and
WHEREAS, pursuant to Article I thereof, JRAC has paid for and acquired
300,000 shares of convertible preferred stock for a price of $1.00 per share,
and
WHEREAS, Company is in need of an immediate infusion of additional capital,
and JRAC is willing to infuse such capital on certain conditions, and
NOW, THEREFORE, in consideration of their mutual covenants and promises
contained herein, the parties agree as follows:
1. Sale of Preferred Stock Pursuant to December Agreement Completed.
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Company acknowledges that JRAC has performed its obligations to purchase
300,000 shares of convertible preferred stock in Company pursuant to Article I
of the December Agreement. All references in this Agreement to "preferred
stock" shall mean "convertible preferred stock".
2. Due Diligence Review.
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The Expiration Date for JRAC's due diligence pursuant to the December
Agreement shall be extended to April 30, 2000. In addition to the due
diligence, JRAC will, by said date, complete its financing plan at least to the
extent sufficient to complete the acquisition of at least 51% of Company stock
and will present same to the Board for informational purposes. If JRAC does not
complete both by said date, JRAC may cancel this Agreement by giving written
notice to Company.
3. Additional Capital.
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a) Within two business days from the effective date of this
Agreement, JRAC will purchase 100,000 shares of preferred stock in Company at a
price of $1.00 per share. Company will make all filings necessary to authorize
the transaction and will deliver said shares as soon as practicable thereafter.
b) Company agrees that the aforesaid $100,000 will be used to pay
current and back rent, if any, at Company's restaurants.
4. Management of the Company Prior to Completion of Acquisition.
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a) The parties acknowledge that Xxxxxx Xxx, in lieu of Xxxxxx Xxxxx,
presently serves as a director pursuant to (P)4.01 of the December Agreement.
5. Reaffirmation of December Agreement.
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Except as expressly modified by this Agreement, the parties hereby reaffirm
the terms and conditions of the December Agreement.
CUCOS, INC.
By: /s/ Xxxxx X. Xxxxxxx, Xx.
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Xxxxx X. Xxxxxxx, Xx.
Chairman of the Board
JACKSONVILLE RESTAURANT ACQUISITION CORP.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
President
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