EXHIBIT 10.38
AGREEMENT
This Agreement is entered into effective as of April 13, 2000 by and
between Xxxxxxxxxxx Convertible Securities Fund ("Xxxxxxxxxxx") and Xxxxxx
Hotels Corporation ("Xxxxxx").
R E C I T A L S
Xxxxxxxxxxx is the Holder of Xxxxxx'x 18.75% Convertible Subordinated
Debenture due April 15, 2000 in the amount of $3,000,000 (the "Debenture"). The
Debenture was issued in replacement of a Xxxxxx Hotels Corporation Subordinated
Debenture due July 1, 2000 in the original principal amount of $7,500,000.
Xxxxxx is currently in arrears in the payment of interest on the Debenture. The
Debenture is convertible, at the option of the Holder, at a conversion price of
$1.80 per share, into 1,666,667 shares of common stock of Xxxxxx.
In contemplation of the impending maturity of the Debenture, the
parties hereto agree as follows:
1. Xxxxxx shall pay to Xxxxxxxxxxx all interest due or to become due
under the Debenture through the maturity date, April 15, 2000, in
the amount of $117,187.50.
2. Upon payment of the interest due, Xxxxxxxxxxx shall take the steps
required under the Debenture to effect the conversion thereof into
1,666,667 shares of common stock of Xxxxxx Hotels Corporation.
Xxxxxx shall instruct its transfer agent to issue the shares as
directed by Xxxxxxxxxxx. Xxxxxx agrees that the execution of this
Agreement shall be effective to extend the time for delivery of the
Notice of Conversion under the Debenture for a reasonable time
beyond the Stated Maturity thereof.
3. Xxxxxx agrees to undertake, as soon as notice of conversion has been
received by it, to register all of the shares issuable on conversion
of the Debenture, to secure effectiveness of such registration
statement, and to take all steps necessary to ensure continued
effectiveness of such registration statement. It is anticipated that
the registration of these shares will become effective within sixty
(60) days following conversion.
IN WITNESS WHEREOF, the parties have executed this Agreement effective
as of April 13, 2000.
Xxxxxxxxxxx Convertible Securities Fund
/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx, Vice President
Xxxxxx Hotels Corporation
/s/ E. Xxxxxxx Xxxxxx
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E. Xxxxxxx Xxxxxx, President.
