AMENDMENT NO. 3
TO
PURCHASE AGREEMENT
THIS AMENDMENT NO. 3, dated as of June 2, 1997, to that certain Purchase
Agreement, dated as of August 3, 1995, as amended by Amendment No. 1 to Purchase
Agreement, dated as of October 20, 1995, and by Amendment No. 2 to Purchase
Agreement, dated as of April 11, 1996 (as amended, the "Agreement"), by and
among Restaurant Development Group, Inc., a Delaware corporation ("RDG"), and
Checkers Drive-In Restaurants, Inc., a Delaware corporation ("Checkers").
WHEREAS, RDG holds a promissory note of Checkers, dated May 4, 1994, in
the principal amount of $1,693,225.27 (the "Note"); and
WHEREAS, Checkers and RDG have entered into the Agreement, pursuant to
which Checkers has agreed to acquire and RDG has agreed to sell the Note of
Checkers held by RDG; and
WHEREAS, Checkers has entered into a letter of intent with Rally's
Hamburgers, Inc. pursuant to which it is contemplated that Checkers will acquire
all of the outstanding stock of Rally's pursuant to a merger of Rally's with a
subsidiary of Checkers, in which Rally's stockholders will receive shares of
Checkers common stock in exchange for their Rally's common stock; and
WHEREAS, Checkers and RDG agree that the closing of this Agreement will be
delayed until after the closing of the Rally's transaction and desire to make
certain changes in the terms of the Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Section 6.02 of the Agreement is hereby amended by adding the
following sentence to the end thereof:
Notwithstanding the foregoing, in the event that Checkers is negotiating
with Rally's Hamburgers, Inc. ("Rally's") to acquire all of the
outstanding stock of Rally's through a merger of Rally's with a subsidiary
of Checkers or otherwise, then Checkers' obligation to have the
Registration Statement declared effective by the SEC as expeditiously as
practicable shall be suspended, pending the closing of the transaction
with Rally's.
2. Article VI of the Agreement is hereby amended by adding the
following Section 6.09:
6.09 PAYMENT OF PRINCIPAL. Beginning on July 15, 1997, and on
the 15th day of each month thereafter through October 15, 1997, in the
event that the Registration Statement has not yet been declared effective
by the SEC, Checkers shall pay to RDG in cash the amount of One Hundred
Thousand Dollars ($100,000.00), to be applied against the principal
balance due under the Note. Notwithstanding any other provision contained
in this Agreement, all remaining principal due under the Note and any
accrued but unpaid interest thereon shall be payable on November 15, 1997,
if the Registration Statement is not declared effective by the SEC before
such date.
3. Section 7.07 of the Agreement is hereby amended by adding the
following sentence to the end thereof:
In the event that Checkers acquires all of the outstanding stock of
Rally's Hamburgers, Inc. ("Rally's") through a merger of Rally's with a
subsidiary of Checkers or otherwise, then the 50,000 share volume
limitation set forth above shall be increased to 75,000 shares.
4. Section 10.03 of the Agreement is deleted in its entirety.
5. Section 14.01 of the Agreement is hereby amended by changing the
date in clause (vi) thereof from "May 31, 1996" to November 25, 1997" each time
that it appears.
6. Except as otherwise provided herein, the Agreement shall remain in
full force and effect.
7. This Amendment No. 3 may be executed in two or more counterparts,
each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
8. This Amendment No. 3 shall become effective upon execution by all of
the parties hereto and the payment by Checkers to RDG in cash the amount of One
Hundred Thousand Dollars ($100,000.00), to be applied against the principal
balance due under the Note, and thereafter any reference to the Agreement shall
be deemed to be a reference to the Agreement as amended hereby.
[Remainder of page intentionally left blank.
Signatures appear on the next page.]
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IN WITNESS WHEREOF, each of the corporate parties hereto have caused
this Amendment to the Agreement to be executed by their respective duly
authorized officer or officers as of the day and year first above written.
CHECKERS DRIVE-IN RESTAURANTS, INC.
By /s/ Xxxxxx X. Xxxxx
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Name Xxxxxx X. Xxxxx
Title Executive Vice President
RESTAURANT DEVELOPMENT GROUP, INC.
By /s/ Xxxxx Xxxxxxx
------------------------------------------
Name Xxxxx Xxxxxxx
Title Vice President
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