AMENDMENT NO. 1
TO
LICENSE AGREEMENT
THIS AMENDMENT NO. 1 TO LICENSE AGREEMENT ("Amendment") is entered into
effective as of April 28, 1997, by and among KREG Operating Co., a Delaware
corporation ("Licensee"), Xxxxxx X. Xxxx ("Xxxx") and The Xxxx Company, a
California corporation ("TKC") (Xxxx and TKC are collectively referred to herein
as "Licensors").
RECITALS
A. The parties have previously entered into that certain License
Agreement dated as of September 30, 1993 (the "License").
B. Licensee's 100% parent company, Xxxx Real Estate Group, Inc. (the
"Company") has proposed to effect a recapitalization (the "Recapitalization") as
set forth in that certain Registration Statement on Form S-4, Registration No.
333-22121, including any amendments thereto.
C. In connection with the Recapitalization, the parties hereto wish to
amend the termination provisions of the License in order to permit the
Recapitalization and to add to the events which may cause a termination of the
License.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereby agree that the terms of Section 4 of the
License entitled "Term; Termination" shall be amended and restated to read in
full as follows:
"4. TERM; TERMINATION. The License granted hereunder shall be
effective as of the date of this Agreement and shall remain in effect
for ten (10) years, unless earlier terminated as set forth below.
This Agreement shall be automatically renewed for an unlimited number
of additional ten (10) year periods, unless earlier terminated as set
forth below. This Agreement and the license granted hereunder shall
terminate on the first to occur of the following: (a) upon
consummation of the Recapitalization, and the occurrence of any one of
the following: (i) the resignation of Xxxx as an officer and director
of the Company after the first anniversary of the Recapitalization,
(ii) the resignation of Xxxx as an officer and director of the Company
at any time following the consummation of the Recapitalization in the
event the Board of Directors of the Company duly resolves to authorize
any sale of all or substantially all of the properties or interests in
the properties of the Company, any merger or consolidation of the
Company with any other entity, other than a merger or consolidation in
which the Company will control the merged or
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consolidated entity, any dissolution of the Company, any cessation of a
present operation of the Company or any other extraordinary corporate
transaction involving properties or interest in property of the Company,
(iii) the removal of Xxxx from his positions as an officer or director of
the Company, or (iv) the failure to elect Xxxx to such offices at any
future meeting of stockholders held after consummation of the
Recapitalization; (b) either of the Licensors delivers written notice to
Licensee that Licensee has materially breached any of its covenants or
agreements set forth in the License and Licensee does not cure such breach
within thirty (30) days after delivery of such notice; (c) Licensee
defaults in the payment of any amounts required to be paid to either of the
Licensors under the Purchase Agreement and such default continues for a
period of ten (10) days following delivery of written notice of such
payment default by either of the Licensors to Licensee; (d) the mutual
written consent of Licensors and Licensee; (e) pursuant to or within the
meaning of Title 11, U.S. Code or any similar United States federal or
state law for relief of debtors ("Bankruptcy Law") any of the following
shall occur otherwise than in connection with the Recapitalization: (i) the
commencement, or taking of any action authorizing or seeking to authorize
the commencement, of a voluntary case by Licensee or Xxxx Real Estate
Group, Inc., a Delaware corporation ("Parent"), (ii) Licensee's or Parent's
consent to the entry of an order for relief against the Licensee or Parent
in an involuntary case, (iii) Licensee's or Parent's filing of an answer or
other pleading admitting or failing to deny the material allegations of a
petition filed against the Licensee or Parent in an involuntary case or
consenting to or acquiescing in the relief provided therein, (iv)
Licensee's or Parent's consenting to the appointment of a custodian,
receiver, trustee, assignee, liquidator or similar official of the Licensee
or Parent or for all or substantially all of their respective properties,
(v) Licensee's or Parent's making a general assignment for the benefit of,
or entering into composition with, Licensee's or Parent's creditors, or
(vi) Licensee's or Parent's generally being unable to pay its debts as the
same become due; or (f) the entry by a court of competent jurisdiction of
an order or decree under any Bankruptcy Law which order (i) is for relief
against the Licensee or Parent in an involuntary case, (ii) appoints a
custodian, receiver, trustee, assignee, liquidator or similar official of
the Licensee or Parent or for all or substantially all of Licensee's or
Parent's property or orders the liquidation of the Licensee or Parent, and
(iii) such order or decree remains unstayed and in effect for 60 days."
Defined terms not otherwise defined in this Amendment shall have the
meanings provided in the License.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed effective as of the date first above written.
KREG OPERATING CO., a Delaware corporation
By: /s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx
Executive Vice President, Chief
Financial Officer and Treasurer
THE XXXX COMPANY, a California corporation
By: /s/ XXXXXX X. XXXX
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Xxxxxx X. Xxxx
Chairman and Chief Executive Officer
/s/ XXXXXX X. XXXX
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XXXXXX X. XXXX
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