EXHIBIT 4.27
THIRD AMENDMENT
TO
FINANCIAL ADVISORY AGREEMENT
Third Amendment to Financial Advisory Agreement dated as of July 10, 1998
(the "Amendment"), among WATERMARC FOOD MANAGEMENT CO., a Texas corporation
formerly known as Xxxxx Blues Food Corporation (the "Company"), and XXXXXXX
XXXXXX XXXXX INC., a Texas corporation (the "Advisor");
WITNESSETH:
Whereas, the Company and the Advisor are parties to a Financial Advisory
Agreement dated as of January 1, 1995, as amended by the First Amendment to
Financial Advisory Agreement dated as of March 31, 1996, and the Second
Amendment to Financial Advisory Agreement dated as of July 31, 1997 (as so
amended, the "Advisory Agreement") pursuant to which the Company retained the
Advisor to provide certain advice and consulting services to the Company; and
Whereas, pursuant to the Advisory Agreement, the Company issued the
Advisor the Advisor's Warrant
Whereas, the Company 'and the Advisor wish amend the Advisor's Warrant
in certain respects;
Now, therefore, in consideration of the foregoing premises, the following
mutual agreement, and other good and valuable consideration the receipt and
sufficiency of which is hereby acknowledged, the Company and the Advisor agree
to amend the Advisor's Warrant as follows:
1. DEFINITIONS. Capitalized terms used herein shall have the meaning
assigned to them in the Advisory Agreement unless otherwise defined herein or
the context otherwise requires.
2. AMENDMENTS TO THE ADVISOR'S WARRANTS. Each of the Advisor's Warrants is
hereby amended by deleting the number "$0.25" in the first paragraph and
substituting in place thereof the number "$0.09."
4. REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants as follows:
(a)The execution, delivery and performance of this Amendment and
the transactions contemplated hereby and thereby (i) are within
the corporate authority of the Company, (ii) have been
authorized by all necessary corporate proceedings on the part
of the Company, (iii) do not conflict with or result in any
material breach or contravention of any provision of law,
statute, rule, or regulation to
which the Company is subject or any judgment, order, writ,
injunction, license, or permit applicable to the Company, and
(iv) do not conflict with any provision of the corporate
charter or bylaws of the Company or any agreement or other
instrument binding upon the Company.
(b) The execution, delivery, and performance of this will result
in valid and legally binding obligations of the Company enforceable
against it in accordance with the respective terms and provisions hereof
and thereof.
(c) The execution, delivery, and performance of this Amendment and
the consummation by the Company of the transactions contemplated hereby
and thereby do not require any approval or consent of, or filing with, any
governmental agency or authority.
5. RATIFICATION. Except as expressly amended hereby, the Advisor's
Warrants are hereby ratified and confirmed in all respects and shall continue in
full force and effect. This Amendment and the Advisory Agreement shall hereafter
be read and construed together as a single document, and all references to the
Advisory Agreement or any agreement or instrument related to the Advisory
Agreement shall hereafter refer to the Advisory Agreement a~amended by this
Amendment.
6. COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by different parties hereto on separate counterparts, each of
which when so executed and delivered shall be an original, but all of which
counterparts taken together shall be deemed to constitute one and the same
instrument.
7. GOVERNING LAW. This Amendment shall be governed by and construed
in accordance with the laws of the State of Texas (without reference to
conflict of laws).
In Witness Whereof, the Company and the Advisor have executed this
Amendment as of the date first above written.
WATERMARC FOOD MA AGEMENT CO. XXXXXXX XXXXXX XXXXX INC.
By:____________________________
Name:__________________________
Title:___________________________
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