AMENDMENT OF NOTE PURCHASE AGREEMENT
THIS AGREEMENT made and entered into on this 18th day
of February, 1998, by and between Cucos Inc., a Louisiana
corporation (hereinafter the "Company"), ▇▇▇▇▇ ▇▇▇▇▇▇▇ wife
of/and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and Jolie ▇▇▇▇▇▇ wife of/and ▇▇▇▇
▇▇▇▇▇▇ (hereinafter collectively the "Purchasers" or each a
"Purchaser").
WHEREAS, on July 28, 1995, the Company and ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ entered into a Note Purchase
Agreement, under which the Company issued Zero-Coupon
Convertible Secured Notes Due June 30, 2015, in the
aggregate principal amount of $500,000, and ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇ purchased the said Notes; and
WHEREAS, on or about February 24, 1997, Jolie ▇▇▇▇▇▇
wife of/and ▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇ wife of/and ▇▇▇▇▇
▇. ▇▇▇▇▇▇▇ bought from ▇▇▇▇▇▇ ▇▇▇▇▇, his interest in the
said convertible notes; and
WHEREAS, the Note Purchase Agreement provides that the
Notes can be converted into shares of common stock of the
Company, in whole or in part, at any time during the
"Conversion Period of the Notes"; and
WHEREAS, the Conversion Period of the Notes commences
on the earliest of the "fifth anniversary of the Closing
Date ..." as provided in Section 10.1 of the Note Purchase
Agreement; and
WHEREAS, the parties now wish to amend the said Note
Purchase Agreement to allow the immediate conversion of the
said Notes into shares of common stock of the Company.
NOW THEREFORE KNOW ALL MEN BY THESE PRESENTS:
That for and in consideration of the mutual benefits to
be gained by the Company and the Purchasers, the parties do
hereby agree to amend the Note Purchase Agreement in the
following respects:
1. Section 10.1 of the Note Purchase Agreement is
hereby amended so that the Conversion Period of the Notes is
changed from commencing on the earliest of "the fifth
anniversary of the Closing Date" to "the second anniversary
of the Closing Date...". In all other respects Section 10.1
of the Note Purchase Agreement shall remain unchanged and in
full force and effect.
In all other respects the Note Purchase Agreement shall
remain unchanged and in full force and effect.
Metairie, Louisiana, this 18th day of February, 1998.
CUCOS INC.
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., Chairman
