Exhibit 10.8
AMENDMENT OF OPERATING AGREEMENT
AND
ASSIGNMENT, ASSUMPTION AND CONSENT
1. Identification
---------------
This Amendment of Operating Agreement and Assignment, Assumption and
Consent, effective as of December __, 1997, is entered into by Hotel Equity Fund
III, a Delaware limited partnership (the "Assignor"), Light Tower Restaurant
Associates, LLC, a California limited liability company (the "Assignee") and
Grill Concepts, Inc. ("Grill").
2. Recitals
--------
2.1. San Xxxx Grill LLC (the "Company") is a California limited liability
company whose Articles of Organization were filed on June 6, 1997 with the
Secretary of State of the State of California. The Company is governed by an
Operating Agreement (the "Agreement") made as of June 17, 1997. 2.2. As of the
date hereof, Assignor holds a Membership Interest in the Company with a Member's
Percentage Interest of 49.95%. 2.3. Assignor desires to assign to Assignee and
Assignee desires to accept, all of Assignor's right, title and interest in and
to the Company and any and all appurtenances thereto, including, without
limitation, (i) all of Assignor's voting rights, information rights, inspection
rights, enforcement rights, withdrawal rights, and all rights incidental or
ancillary to the foregoing; and (ii) all of Assignor's rights to the capital,
profits, losses, and distributions of the Company (collectively,
the "Assigned Interest") on the terms and conditions set forth
herein.
3. Assignment
----------
Subject to the consent of the Member under Section 5 hereof, Assignor
hereby assigns the Assigned Interest to Assignee.
4. Acceptance, Assumption and Substitution
----------------------------------------
Subject to the consent of the Member under Section 5 hereof, Assignee
hereby accepts the foregoing assignment of the Assigned Interest, agrees to be
bound by and assumes (i) each and all of the terms and provisions of the
Operating Agreement, and (ii) all obligations and duties of the Assignor
thereunder. Assignee assumes and agrees to pay, perform and discharge all of
Assignor's past, present and future liabilities as a Member of the Company.
Effective upon consent of the Member under Section 5 hereof, Assignee shall be a
substituted Member of the Company in lieu of Assignor, and Assignor withdraws
from the Company and shall cease to be a Member of the Company.
5. Consent
-------
As required by the Operating Agreement, the consent to Assignor's
assignment of the Assigned Interest to Assignee, Assignee's substitution as a
Member of the Company in place of Assignor, and Assignor's withdrawal as a
Member of the Company shall be deemed effective upon execution and delivery
hereof by Assignor, Assignee and the other Member of the Company.
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6. No Other Changes
----------------
Except as otherwise set forth herein, the Operating Agreement shall remain
unchanged and in full force and effect.
7. Filing of Necessary Documents
-----------------------------
The Manager shall file, publish and record such documents or instruments,
if any, as may be required to reflect the foregoing.
8. Further Acts
-------------
Assignor and Assignee shall execute any additional documents or amendments
of documents, and shall take such further actions, as may be necessary to effect
the transfer of the Assigned Interest from Assignor to Assignee and the
substitution of Assignee in the place and stead of Assignor as a Member of the
Company.
9. Counterparts
------------
This document may be signed in any number of counterparts, each of which
shall be deemed to be an original hereof.
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IN WITNESS WHEREOF, the parties have executed this Amendment of Operating
Agreement and Assignment, Assumption and Consent.
"ASSIGNOR"
HOTEL EQUITY FUND III, L.P., a Delaware
limited partnership
Dated:
------------ By: Hotel Capital Partners III, L.P., a
Delaware limited Partnership
Its: General Partner
By: MW Partners III, L.L.C., a
Delaware limited liability
company
Its: Administrative General Partner
By:
-----------------------------
One of Its Members
[signatures continued on next page]
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[signatures continued from previous page]
"ASSIGNEE"
LIGHT TOWER RESTAURANT ASSOCIATES LLC, a
California limited liability company
Dated:
------------- By: Hotel Equity Fund III, L.P., a
Delaware limited liability company
Its: Manager
By: Hotel Capital Partners III,
L.P., a Delaware limited
Partnership
Its: General Partner
By: MW Partners III, L.L.C.,
a Delaware limited
liability company
Its: Administrative General
Partner
By:
---------------------------
One of Its Members
"GRILL"
GRILL CONCEPTS, INC.
By:
---------------------------
Its:
---------------------------
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