AMENDMENT NO. 2
TO
REAL ESTATE PURCHASE AGREEMENT
THIS AMENDMENT NO. 2 TO REAL ESTATE PURCHASE AGREEMENT (this "Amendment")
is made and entered into this 16th day of June, 1997, among T&B LEASING, a North
Carolina general partnership ("Seller"); XXXXXX XXXXXXXX and XXXXXXX XXXXXXXX
(collectively referred to as the "Partners"), CASTLE PROPERTIES, L.L.C., a
Delaware limited liability company ("Purchaser") and NATIONAL RESTAURANT
ENTERPRISES, INC. d/b/a AMERIKING CORPORATION, a Delaware corporation ("NRE").
R E C I T A L S:
WHEREAS, Seller, the Partners and Purchaser entered into a Real Estate
Purchase Agreement, dated March 7, 1997, and an Amendment Xx. 0 xxxxxxx, xxxxx
Xxxxx 0, 0000 (xx amended, the "Agreement");
WHEREAS, the parties desire to amend the Agreement to more closely reflect
the parties' intentions.
NOW THEREFORE, in consideration of the Recitals, which shall be deemed to
be a substantive part of this Amendment, and the mutual covenants, promises,
agreements, representations and warranties contained in this Amendment, the
parties hereto do hereby covenant, promise, agree, represent and warrant as
follows:
1. Assignment. Purchaser hereby assigns the Agreement, as amended by this
Amendment, and all rights and obligations thereunder, to NRE, and each and every
reference to Purchaser (other than in this Section 1) in the Agreement, as
amended by this Amendment, shall be deemed to refer to NRE. NRE hereby accepts
such assignment.
2. Purchase Price Amended. The parties hereto agree that the Purchase
Price is hereby amended to be Ten Million Four Hundred Ten Thousand Six Hundred
Eighty Six and no/100 Dollars ($10,410,686.00).
3. Removal of Store 2860. The parties hereto acknowledge that the Real
Estate does not and shall not include the Land or Improvements, commonly known
as 0000 Xxxx Xxxxx, Xxxxxxxxxxxx, Xxxxx Xxxxxxxx, upon and in which is situated
Burger King Store No. 2860, which Land and Improvements are owned by a third
party.
4. Scope. To the extent not amended or modified herein, the Agreement
shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment, with the intention of making it a valid and binding instrument, on
the date first above written.
Seller:
T&B LEASING GENERAL PARTNERSHIP
By:_________________________________
W. Xxxxxx Xxxxxxxx, General Partner
General Partners:
____________________________________
Xxxxxx Xxxxxxxx
____________________________________
Xxxxxxx Xxxxxxxx
Purchaser:
CASTLE PROPERTIES, L.L.C.
By:
--------------------------------------------
Xxxxxxxx X. Xxxx, Manager
NRE:
NATIONAL RESTAURANT ENTERPRISES, INC.
d/b/a AMERIKING CORPORATION
By:
--------------------------------------------
Xxxxxxxx X. Xxxx, Chief Executive Officer
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