AMENDMENT TO ASSET PURCHASE AGREEMENT
This Amendment to Asset Purchase Agreement (the "Amendment")
is made and entered into as of this 6th day of October, 1998, by and between
Lyon's of California, Inc., a California corporation, I.C.H. Corporation, a
Delaware corporation (collectively, "Buyer") and Lyon's Restaurants, Inc., a
Delaware corporation ("Seller").
RECITALS
A. Seller and Buyer are parties to that certain Asset Purchase
Agreement dated as of August 14, 1998 (the "Agreement") and
desire to amend the Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Defined Terms. All terms used in this Amendment without being
defined shall have the meaning ascribed to them in the Agreement.
2. Change in Purchase Price; Payment Through Promissory Note. The
Purchase Price is hereby changed from Twenty-Two Million Dollars ($22,000,000)
to Twenty-Two Million Six Hundred Thousand Dollars ($22,600,000). The increased
amount of Six Hundred Thousand Dollars ($600,000) shall be in the form of a
promissory note from Buyer to Seller that shall be due and payable on the
earlier of (i) six (6) months after the Closing Date, or (ii) the effective date
of Seller's chapter 11 plan. The amount due under the promissory note shall bear
no interest prior to its due date, but shall bear interest at 8% if not paid
when due.
3. Break Up Fee. The Break-Up Fee (formerly $1,100,000 plus
expenses) shall be reduced by One Hundred Thousand Dollars ($100,000).
4. Minimum Overbid. The initial minimum overbid referred to in Section
8.4.3 of the Agreement is hereby changed from Twenty-Three Million Eight Hundred
Thousand Dollars ($23,800,000) to Twenty-Four Million Four Hundred Thousand
Dollars ($24,400,000).
5. No Other Changes. Except as specifically set forth in this
Amendment, all of the terms and conditions of the Agreement remain in full force
and effect and are not modified or in any way affected by this Amendment.
IN WITNESS WHEREOF, the parties hereto have executed this
Amendment as of the day and year first above written.
I.C.H. CORPORATION, a
Delaware Corporation
By: /s/ ▇▇▇▇▇ ▇. Arabia
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Name: ▇▇▇▇▇ ▇. Arabia
Its: Chairman and CEO
LYON'S OF CALIFORNIA, INC., a
California Corporation
By: /s/ ▇▇▇▇▇ ▇. Arabia
-----------------------------------------
Name: ▇▇▇▇▇ ▇. Arabia
Its: Chairman and CEO
LYON'S RESTAURANTS, INC., a
Delaware Corporation
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇
Its: President and Chief Executive
Officer
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