Exhibit 10.1
BRAZIL FAST FOOD CORP.
Xx. Xxxxxx, 0000
CEP: 00000-000
Xxx xx Xxxxxxx
Xxxxxxxxxx Xxxxxxxx of Brazil
March 14, 2001
AIG Latin America Equity Partners, Ltd.
c/o AIG Capital Partners, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Ladies and Gentlemen:
Reference is made to that certain Stockholders' Agreement dated as of August
11, 1997 (the "Agreement") among Brazil Fast Food Corp.(the "Company"), AIG
Latin America Equity Partners, Ltd. (the "Fund") and the other parties thereto
(together with the Company and the Fund, the "Parties"). Capitalized terms not
otherwise defined herein shall have the meanings provided in the Agreement.
The Parties agree to amend the Agreement as follows:
1. Sections 9(iii) and 9(xi) of the Agreement such that such Sections
are deleted in their entirety.
2. If, at any time, the Fund owns less than 187,500 issued and
outstanding shares of Common Stock of the Company (adjusted for any split or
other restructuring), the Fund shall remain a member of the Investor Group for
so long as it holds shares of Common Stock but the Fund shall no longer be
entitled to exercise rights pursuant to Sections 8, 9 and 11 of the Agreement
3. Until the completion of the audited financial statements of the
Company for the Company's fiscal year ending December 31, 2002, the Investor
Group shall not exercise any of its rights under Sections 8(C), 9(viii) (with
respect to the raising of not more than US$ 15 million in this period), and 11
of the Agreement (collectively, the "Control Rights").
4. The Company has adopted performance targets, which are set forth on
Exhibit A hereto (as the same may be amended pursuant to the following sentence,
the "Performance Targets"). The performance targets set forth on Exhibit A shall
be subject to renegotiation in good faith by the Fund and the Company if (a) the
Brazil SELIC central bank rate exceeds an average of 18% for a continuous period
of ninety business days or (b) the real devaluation of the Brazilian currency
against the US dollar exceeds 10% over a three month period. Any write-offs
required (in the written opinion of the Company's independent auditors) to be
taken that relate to accounting issues arising from events occurring prior to
the date of this Agreement shall be disregarded in determining whether the
Company has met the Performance Targets.
5. If, as calculated in the audited financial statements for the fiscal
year ending December 31, 2002, the Company meets the Performance Targets, the
Investor Group's rights under Sections 8(C), 9(viii), and 11 of the Agreement
shall immediately expire and shall be of no force and effect.
6. The Company shall ensure that the Company's current auditor performs
an audit of the Company's financial statements as soon as practicable but in any
case not later than 90 days after the end of the fiscal year, December 31, 2002.
If the Company fails to meet the Performance Targets, the Chief Executive
Officer of the Company shall promptly tender his resignation as an officer (but
not as a director) of the Company. The Board shall (except as limited by the
fiduciary obligations of the members of the Board) adopt the recommendations
for improving the Company's financial performance proposed by a committee of the
Board which is to be comprised of an equal number of representatives of (a)
those investors subscribing to purchase securities of the Company in its private
offering commenced in February 2001 (the "February Offering") and (b) the Fund.
The rights of the Fund under Section 8(C) of the Agreement suspended pursuant to
Section 3 hereof shall be restored; provided, however, that all decisions with
respect to capital raising activities shall be subject to the approval of the
committee described in the previous sentence.
7. In consideration of the suspension and possible expiration of the
Control Rights, the Company shall pay to the Fund the sum of U.S. $350,000, as
follows: (a) $100,000 shall be paid on March 31, 2001 and (b) the balance of
$250,000 shall be paid in equal payments of $35,750 each at the end of each of
the following seven fiscal quarters. In addition, the Company shall promptly
issue to the Fund a warrant to purchase 35,813 shares of Common Stock of the
Company on substantially the same terms and conditions as those warrants
proposed to be sold in the February Offering. Additionally, the Company shall
amend the warrants to purchase 64,187 shares of Common Stock of the Company now
held by the Fund to provide that the exercise price per share thereof shall be
the same as the exercise price per share provided in those warrants proposed to
be sold in the February Offering.
8. In the event the cash payments provided in Section 7 hereof are not
paid in full within 5 business days of the payment date, the Fund shall be
entitled to retain all previous payments and this Agreement shall expire, with
the Fund retaining all its original rights under the Agreement.
9. As further consideration of the suspension and possible expiration
of the Control Rights, Xxxx Xxxxxxxx xx Xxxxx, Xxxxx xxx Xxxxxx Vader, Xxxxxxxx
Xxxxxxxx and Xxxx Xxxxxxx Xxxxxxx Bomeny (collectively, the "Special Sellers)
shall enter into an agreement with the Fund granting the Fund the right and
option for a period of two years from the date of this Agreement (the "Exercise
Period")to purchase from such persons (as among them as such persons shall
mutually agree) an aggregate of 40,000 shares of the Company's Common Stock
currently owned by the Special Sellers at a price of U.S. $1.50 per share (the
"Purchase Price"). The Special Sellers shall agree to place 40,000 shares of the
Company's Common Stock into an escrow account to be released (i) to the Fund at
any time during the Exercise Period upon payment to the Special Sellers of the
Purchase Price and (ii) to the Sellers at the end of the Exercise Period.
10. This Agreement shall become effective upon the later of (a) the
execution hereof by the Company, the Fund and the holders of 66 2/3 % of the
Shares then held by the Management Group Stockholders, (b) the execution of the
option agreement described in paragraph 8, above, and (c) the closing and
funding of the February offering raising at least $1.9 million net of fees to
the Company.
11. Except as otherwise specifically provided herein, the provisions of
the Agreement shall remain in full force and effect.
12. The rights, benefits and obligations of the parties hereunder shall
inure to the benefit of and be enforceable by or against their respective heirs,
successors, assigns and transferees.
13. This Agreement shall be governed by and construed in accordance
with the law of the State of New York (without giving effect to its principles
of conflicts of laws).
14. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original, and all of which together shall be considered a
single instrument.
15. This Agreement represents the entire agreement among the parties
with respect to the subject matter hereof and may not be changed or modified
except by an instrument in writing signed by the party to be charged.
If the foregoing is accepted, please so indicate by signing this
Agreement in the space provided below.
BRAZIL FAST FOOD CORP.
By: /s/ Xxxxx xxx Xxxxxx Vader
-----------------------------------
Name: Xxxxx xxx Xxxxxx Vader
Title: CEO
March 15, 2001 AIG LATIN AMERICA EQUITY PARTNERS, LTD.
By: /s/ Xxxxx Xx
-----------------------------------
Name: Xxxxx Xx
Title: Director
MANAGEMENT GROUP STOCKHOLDERS
March 15, 2001 13,125 shares /s/ Xxxxx xxx Xxxxxx Vader
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XXXXX XXX XXXXXX VADER
March 15, 2001 49,885 shares /s/ Xxxxxxxx Xxxxxxxx
-----------------------------------------
XXXXXXXX XXXXXXXX
March 15, 2001 3,125 shares /s/ Xxxx Xxxxxxxx xx Xxxxx
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XXXX XXXXXXXX xx XXXXX
March 19, 2001 2,778 shares /s/ Xxx X. Xxxxxxx
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XXX X. XXXXXXX
March 15, 2001 ______ shares /s/ Xxxx Xxxxxxx Xxxxxxx Bomeny
-----------------------------------------
XXXX XXXXXXX XXXXXXX BOMENY
March ___, 2001 ______ shares -----------------------------------------
XXXX XXXXXXX
March ___, 2001 ______ shares -----------------------------------------
XXXXX XXXXXX
March ___, 2001 ______ shares -----------------------------------------
XXXXX X. XXXXXXX
March 15, 2001 375,000 shares /s/ Xxxx Xxxxxxx Xxxxxxx Bomeny
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BIGBURGER LTDA.
March 15, 2001 121,687 shares /s/ Xxxx Xxxxxxxx xx Xxxxx
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SEAVIEW VENTURE GROUP
March 15, 2001 106,613 shares /s/ Xxxxx xxx Xxxxxx Vader
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XXXXXX INVESTMENTS A.E.C.
EXHIBIT A
FINANCIAL TARGETS
1. Cumulative EBITDA (as calculated in accordance with Schedule D to the
Agreement) of Rs. 15,150,000 for the years ended December 31, 2001 and
2002.
2. Net indebtedness not to exceed Rs. 25,000,000 at December 31, 2002,
exclusive of any indebtedness convertible into or exchangeable for shares
of the Company's Common Stock. The net debt target will be adjusted and
reduced by (i) the amount of net equity raised by the Company after the
date hereof (and including the February Offering) (calculated as straight
equity raised, less the cost of raising such equity) and (ii) the interest
charge associated with any reduction in debt paid through such new equity.
Any reductions to the net debt target made pursuant to the previous
sentence shall be offset by increasing the debt target by the amount of any
capital expenditures that are above the budget approved by the Board of
Directors of the Company, if such capital expenditures are approved by the
Board of Directors, but in no event shall the net debt target be increased
above Rs 25,000,000.
