Exhibit 4.3
[letterhead of Xxxxxxx & Xxx Xxxxxxxx]
March 31, 1997
Classic Restaurants International, Inc.
0000 Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxx 00000
Attn: Xxx Xxxx
Re: Legal Services
Dear Bob:
I am writing to set forth our agreement concerning the retention of
Xxxxxxx & Xxx Xxxxxxxx ("Firm") by Classic Restaurants International, Inc.
("Client") for legal services. The Client hereby engages the Firm to
represent the Client in general business matters on the terms and conditions
set forth below. The Firm accepts and agrees to undertake said
representation. The effective date of this agreement is March 31, 1997.
Until otherwise agreed between the Client and the Firm, Client will
promptly pay the Firm as billed legal fees, plus expenses, at the normal
hourly rates for the attorneys of the Firm. As of the date of this
Agreement, the Firm's hourly rates are as follows: Partner - $150 per hour;
Associate - $90 per hour; Legal Assistant - $50 per hour. The Firm's hourly
rates are subject to change. In its exercise of reasonable judgment, the
Firm reserves the right to assign any lawyer in the Firm to represent the
Client a matter, with the general policy being to assign the lowest cost
attorney or staff member per assignment who has the experience and capacity
to promptly and properly handle the matter.
Regardless of the outcome of any matter which the Firm handles for
Client, Client will pay promptly, as billed, court costs, filing fees,
deposition charges, court transcript and court reporter fees, copying costs,
secretarial overtime, long distance telephone calls, witness subpoena and
appearance fees, search fees, filing fees, parking, mileage and
transportation expenses, if applicable, and all other out-of-pocket expenses
of the Firm related to such matter. Payment of each bill for services and
expenses is due thirty days after the bill is deposited in the United States
mail as indicated by the date of the bill. Pursuant to the Official Code of
Georgia Section 7-4-16, any bill not paid within 30 days shall accrue
interest at the rate of 1 1/2% per month, calculated from the date upon which
the account became due.
Immediately upon execution of this Agreement, the Client agrees to issue
the Firm 30,000 shares of Class A Common Stock of the Client, to be used
first for outstanding fees and expenses of the Firm and the balance as an
earned retainer for earned for fees and expenses to be incurred in the
future. The retainer shall be earned upon receipt and nonrefundable,
provided that the Firm shall be obligated to provide the Client with legal
services with a value equal to the proceeds of the retainer. The Client
shall register such shares with the Securities & Exchange Commission on Form
S-8 upon issuance.
Client understands that the Client has an obligation to assist the Firm
with respect to matters it handles for the Client. Client will fully
cooperate with the Firm in every way, including, without limitation,
providing accurate information promptly, executing documents promptly and
attending hearings.
Client may terminate the Firm's services at any time upon 15 days'
written notice to that effect, but Client will remain liable for attorney's
fees and expenses as provided herein to the extent incurred as of the
effective date of termination. The Firm may terminate its services upon 15
days' written notice in the event Client fails to cooperate with the Firm in
any way which the Firm may reasonably request or in the event the Firm
determines, in its reasonable discretion, that it would be either impractical
or unethical to continue its services to the Client. Termination of Firm's
services will in no way affect any lien or security interest of any
description which it holds in Client's real and personal property or any
remedy or right it has or will have to obtain or secure attorney's fees and
expenses owed by Client. The Firm has the right to set off Client's
indebtedness against Client's real and personal property that is within the
Firm's possession or control.
The Firm has made no warranties as to its success in any matter, and all
expressions made by the Firm, its partners, associates and employees, are
matters of general opinion only. If this letter accurately sets forth our
agreement, please execute the letter in the space indicated below and return
it to me.
Very truly yours,
/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Agreed to:
/s/ Xxxxx Xxxxxx Xxxx
Xxxxx Xxxxxx Xxxx, Chairman
and President of Classic Restaurants
International, Inc.
