Exhibit 15
EXTENSION OF STOCKHOLDERS AGREEMENT
This extension of the Stockholders Agreement (defined below), dated as of
April 28, 2005, is by and between JQH Acquisition LLC ("Bidder") and Raffles
Associates, L.P. ("Stockholder). Capitalized terms used and not otherwise
defined herein shall have the meanings assigned to such terms in the
Stockholders Agreement.
WHEREAS, Bidder and Stockholder entered into a Stockholders Agreement,
dated as of January 31, 2005, pursuant to which Stockholder agreed to support
Bidder's Offer for Common Stock of Xxxx X. Xxxxxxx Hotels, Inc.(the
"Stockholders Agreement");
WHEREAS, Section 2.04(c) of the Stockholders Agreement states that Bidder
may request that Stockholder extend the Stockholders Agreement beyond the
Initial Term, and that Stockholder shall be obligated to so extend if (x)
Bidder, Xx. Xxxx X. Xxxxxxx or his trust and affiliates ("Xx. Xxxxxxx") and the
Company are engaged in good faith, bona fide negotiations and Bidder reasonably
believes that it is likely to successfully negotiate (i) a definitive agreement
with the Company and (ii) the Xxxxxxx Agreement or (y) Bidder wishes and is
prepared to pursue such good faith, bona fide negotiations and has sought and is
continuing to seek with Xx. Xxxxxxx and the Company such good faith, bona fide
negotiations, but either or both of Xx. Xxxxxxx and the Company have refused or
failed to respond or negotiate in good faith; and
WHEREAS, Bidder now requests that Stockholder extend the Stockholders
Agreement beyond the Initial Term in accordance with Sections 2.04(c) and 2.05
of such agreement, which extension is required to be accepted by Stockholder
under the terms of the Stockholders Agreement provided that the conditions set
forth in such Sections are satisfied.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and agreements contained herein, the parties hereto agree as follows:
1. Bidder hereby states that Bidder, Xx. Xxxxxxx and the Company are
engaged in good faith, bona fide negotiations and Bidder reasonably believes
that it is likely to successfully negotiate (i) a definitive agreement with the
Company and (ii) the Xxxxxxx Agreement.
2. Bidder intends to commence the Offer as promptly as practicable.
3. Bidder will provide such other information regarding the status of the
negotiations, the Offer and a Share Sale as Stockholder may reasonably request
in support of Bidder's representations under Section 2.04(c) of the Stockholders
Agreement.
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IN WITNESS WHEREOF, Stockholder has caused this Agreement to be
signed by its duly authorized officer as of the date first written above.
JQH ACQUISITION LLC
By: /s/ Xxxxxxxx X. Xxxxxx
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Name: Xxxxxxxx X. Xxxxxx
Title: Managing Member
ACKNOWLEDGED AND ACCEPTED
RAFFLES ASSOCIATES, L.P.
By: /s/ Xxxx X. X'Xxxxx
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Name: Xxxx X. X'Xxxxx
Title: General Partner
