1
AMENDMENT TO LOAN AND STOCK PURCHASE AGREEMENT
EXHIBIT 10.6
THIS AMENDMENT TO LOAN AND STOCK PURCHASE AGREEMENT ("Amendment") is
made and entered into this 20th day of September, 1996 by and between
WESTMINSTER CAPITAL, INC., a Delaware Corporation ("Westminster"') and PINK
DOT, INC., a California Corporation ("Pink Dot").
RECITALS
A. On or about November 20, 1995, Westminster and Pink Dot
entered into a certain Loan and Stock Purchase Agreement (the "Agreement").
B. Pursuant to the Agreement, Westminster advanced to Pink Dot
the sum of One Million Dollars ($1,000,000), and has an option to advance to
Pink Dot another One Million Five Hundred Thousand Dollars ($1,5OO,000).
C. Westminster is willing to advance the additional One Million
Five Hundred Thousand Dollars ($1,5OO,000) to Pink Dot only if the Agreement is
amended in certain respects.
NOW, THEREFORE, in consideration of the Premises and the mutual
covenants set forth herein, the parties agree as follows:
1. All references in the Agreement to "Westminster Capital, Inc.,
a California Corporation" are hereby amended to read "Westminster Capital,
Inc., a Delaware Corporation". The foregoing corrects a clerical error.
2. Immediately upon execution of this Amendment, Westminster
shall receive from Pink Dot additional common stock of Pink Dot such that
immediately thereafter Westminster will own forty percent (40%) of the total
issued and outstanding shares of common stock of Pink Dot.
3. Immediately upon execution of this Amendment, Westminster
shall make an additional capital contribution to Pink Dot in the amount of Five
Hundred Thousand Dollars ($500,000), as provided in Paragraph 7 of the
Agreement, and the escrow established pursuant to Paragraph 6 of the Agreement
shall be terminated and the stock certificate being held pursuant to such
escrow shall be delivered to Westminster.
4. Immediately upon execution of this Amendment, Westminster
shall advance an additional Five Hundred Thousand Dollars ($500,000) of the
Loan to Pink Dot. Such advance, and all future advances of the Loan, shall be
used by Pink Dot solely for the purpose of funding the cost of opening
additional stores (starting with the sixth (6th) store). Within five (5) days
after Pink Dot notifies Westminster that the additional Five Hundred Thousand
Dollars ($500,000) has been expended for the purpose stated above, and
documents such expenditures to Westminster, Westminster shall advance an
additional Five Hundred Thousand Dollars ($500,000) of the Loan to Pink Dot.
Within five (5) days after Pink Dot notifies Westminster that the second
additional Five Hundred Thousand Dollars ($5OO,000) has been expended for the
purpose stated above, and documents such expenditures to Westminster,
Westminster shall advance the final Five Hundred Thousand Dollars ($500,000) of
the Loan.
5. In all other respects the Agreement shall remain in full force
and effect as originally written.
2
IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first above written.
PINK DOT, INC., a California Corporation WESTMINSTER CAPITAL, INC., a Delaware
Corporation
By /s/ XXXXXXX XXXX By /s/ W BELZBERG
-------------------------- -----------------------------
Xxxxxxx Xxxx, President Xxxxxxx Xxxxxxxx, Chairman of the Board
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3
MODIFICATION OF SECURED PROMISSORY NOTE
THIS MODIFICATION OF SECURED PROMISSORY NOTE ("Modification") is made
and entered into this 20th day of September, 1996 by and between PINK DOT,
INC., a California Corporation ("Maker") and WESTMINSTER CAPITAL, INC., a
Delaware Corporation ("Holder").
WHEREAS, Maker executed a certain Secured Promissory Note dated
December 21, 199S (the "Note") in the stated principal amount of Two Million
Five Hundred Thousand Dollars ($2,500,000) in favor of Holder, and
WHEREAS, Maker and Holder desire to modify and amend the terms of the
Note as set forth herein.
NOW, THEREFORE, for a good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, Maker and Holder hereby agree as
follows:
1. All references in the Note to "Westminster Capital, Inc., a
California Corporation" are hereby modified and amended to read "Westminster
Capital, Inc., a Delaware Corporation". The foregoing corrects a clerical
error.
2. Paragraph 3 of the Note is hereby modified and amended to read
as follows:
"3. INSTALLMENT PAYMENTS. Interest shall accrue on the
Outstanding Principal Balance and there shall be no payments of
principal or interest due under this Note until April 15, 2000. All
accrued interest during such time period shall become part of the
Outstanding Principal Balance. Commencing on April 15, 2000, and
continuing on the fifteenth (15th) day of each third (3rd) month
thereafter, this Note shall be payable in installments
("Installments") of principal and interest in an amount which will
fully amortize the Outstanding Principal Balance over a fifteen (15)
year period. Installments will continue to be payable until the
Maturity Date (as defined herein)."
3. In all other respects the Note shall remain in full force and
effect as originally written.
IN WITNESS WHEREOF, the parties have executed this Modification as of
the date first above written.
"MAKER" "HOLDER"
PINK DOT, INC., A CALIFORNIA CORPORATION WESTMINSTER CAPITAL, INC., A DELAWARE
CORPORATION
BY /s/ XXXXXXX XXXX BY /s/ W BELZBERG
---------------------------- -----------------------------------------
XXXXXXX XXXX, PRESIDENT XXXXXXX XXXXXXXX, CHAIRMAN OF THE BOARD
THE FOREGOING MODIFICATION IS
HEREBY APPROVED.
/s/ XXXXXXX XXXX
--------------------------------
XXXXXXXXX (XXXXXXX) TORO, GUARANTOR
4
WESTMINSTER CAPITAL, INC.
0000 Xxxxxxxx Xxxxxxxxx, Xxxxx X-00
Xxxxxxx Xxxxx, Xxxxxxxxxx 00000
September 20, 1996
Pink Dot, Inc.
00000 Xxxxxxxxxx Xxxxxxxxx
Xxxxx 000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Attention: Xx. Xxxxxxx Xxxx
Dear Xxxx:
This letter confirms that Westminster Capital, Inc. has exercised its
option to advance an additional $1,5OO,000 to Pink Dot, Inc. pursuant to
Paragraph 4 of the Loan and Stock Purchase Agreement dated November 20, 1995,
as amended by an Amendment of even date herewith.
Very truly yours,
WESTMINSTER CAPITAL, INC.
/s/ XXXXXXX XXXXXXXX
---------------------------------------
Xxxxxxx Xxxxxxxx, Chairman of the Board
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ESCROW INSTRUCTIONS
Date: September 20, 1996
TO: XXXXX X. XXXXXX, ESQ.
XXXXXXX, XXXXXXXX, MANN, GREENE, CHIZEVER
XXXXXXXX & XXXXXXXX
0000 XXXXXXXX XXXXXXXXX, XXXXXXXXX XXXXX
XXXXXXX XXXXX, XXXXXXXXXX 00000
Re: Escrow Agreement Dated December 12, 1995
Pink Dot, Inc./Westminster Capital, Inc.
You are hereby instructed to deliver the Shares (as defined in the
above-referenced Escrow Agreement) to Westminster Capital, Inc. and to
terminate the escrow established pursuant to said Escrow Agreement.
PINK DOT, INC., A CALIFORNIA CORPORATION WESTMINSTER CAPITAL, INC., A DELAWARE
CORPORATION
BY /s/ XXXXXXX XXXX BY /s/ W BELZBERG
----------------------------- -----------------------------
XXXXXXX XXXX, PRESIDENT XXXXXXX XXXXXXXX, CHAIRMAN OF THE BOARD
6
RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
XXXXX X. XXXXXX, ESQ.
XXXXXXX, XXXXXXXX, MANN, GREENE,
CHIZEVER, XXXXXXXX & XXXXXXXX
0000 XXXXXXXX XXXXXXXXX
XXXXXXXXX XXXXX
XXXXXXX XXXXX, XXXXXXXXXX 00000
APN: 0000-000-000
MODIFICATION OF LEASEHOLD DEED OF TRUST WITH
ASSIGNMENT OF RENTS AS ADDITIONAL SECURITY
THIS MODIFICATION OF LEASEHOLD DEED OF TRUST WITH ASSIGNMENT OF RENTS
AS ADDITIONAL SECURITY ("Modification") is made this 20th day of September,
1996, by PINK DOT, INC., A CALIFORNIA CORPORATION ("Trustor") , CHICAGO TITLE
COMPANY, A CALIFORNIA CORPORATION ("Trustee") , and WESTMINSTER CAPITAL, INC.,
A DELAWARE CORPORATION ("Beneficiary").
RECITALS
A. On or about March 8, 1996, Trustor executed a certain
Leasehold Deed of Trust With Assignment of Rents as Additional Security ("Trust
Deed") in favor of Beneficiary, encumbering a leasehold interest of Trustor in
the premises commonly known as 0000 Xxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxx,
Xxxxxxxxxx, more fully described in EXHIBIT "A" attached hereto and made a part
hereof by reference.
B. The Trust Deed was recorded on July 5, 1996 as Instrument No.
96-1066969 in the Official Records of the Los Angeles County Recorder.
C. The parties desire to modify and amend the Trust Deed as set
forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants set forth herein, the parties agree as follows:
1. All references to Beneficiary in the Trust Deed as being
"Westminster Capital, Inc., a California Corporation" are hereby modified and
amended to read "Westminster Capital Corporation, a Delaware Corporation". The
foregoing corrects a clerical error.
2. In all other respects, the Trust Deed shall remain in full
force and effect as originally written.
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IN WITNESS WHEREOF, the undersigned Trustor has executed this
Modification as of the date first above written.
TRUSTOR
PINK DOT, INC., A CALIFORNIA
CORPORATION
BY /s/ XXXXXXX XXXX
--------------------------
STATE OF CALIFORNIA ) XXXXXXX XXXX, PRESIDENT
) ss.
COUNTY OF LOS ANGELES)
On September 20, 1996, before me, BJ. X. Xxxxxxxxxx, Notary Public,
personally appeared XXXXXXX XXXX, personally known to me to be the person whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his authorized capacity, and that by his signature on the
instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.
WITNESS my hand and official seal.
/s/ BJ. X. XXXXXXXXXX
------------------------------
BJ. X. Xxxxxxxxxx
[NOTARY PUBLIC SEAL] NOTARY PUBLIC
(SEAL]
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LEGAL DESCRIPTION
XXXX 00 XXX 00 XX XXXXX 0 XX XXXXXXX VILLA TRACT, IN THE CITY OF REDONDO BEACH,
COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 10
PAGES 82 AND 83 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THE NORTHERLY 20 FEET OF XXX 00 XX XXXXXXX XXXXXXXXX, XXXXXXXX XXXXXXX
XXXXX BOULEVARD.
ALSO EXCEPT FROM LOT 12 ONE-HALF OF ALL OIL, GAS AND MINERALS AS RESERVED BY
XXXXX X. XXXXXX AND XXXXX XXXXXX, HIS WIFE, IN DEED RECORDED JULY 30, 1946, IN
BOOK 23530, PAGE 97, OFFICIAL RECORDS.
ALSO EXCEPT THE SOUTHERLY 85 FEET OF LOT 13.
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RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
XXXXX X. XXXXXX, ESQ.
XXXXXXX, XXXXXXXX, MANN, GREENE,
CHIZEVER, XXXXXXXX & XXXXXXXX
0000 XXXXXXXX XXXXXXXXX
XXXXXXXXX XXXXX
XXXXXXX XXXXX, XXXXXXXXXX 00000
APN: 0000-000-000
4237-024-(18)
4237-024-(19)
4237-024-(20)
MODIFICATION OF LEASEHOLD DEED OF TRUST WITH
ASSIGNMENT OF RENTS AS ADDITIONAL SECURITY
THIS MODIFICATION OF LEASEHOLD DEED OF TRUST WITH ASSIGNMENT OF RENTS
AS ADDITIONAL SECURITY ("Modification") is made this 20th day of September,
1996, by PINK DOT, INC., A CALIFORNIA CORPORATION ("Trustor"), CHICAGO TITLE
COMPANY, A CALIFORNIA CORPORATION ("Trustee"), and WESTMINSTER CAPITAL, INC., A
DELAWARE CORPORATION ("Beneficiary").
RECITALS
A. on or about March 8, 1996, Trustor executed a certain
Leasehold Deed of Trust With Assignment of Rents as Additional Security ("Trust
Deed") in favor of Beneficiary, encumbering a leasehold interest of Trustor in
the premises commonly known as 0000 Xxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx,
more fully described in EXHIBIT "A" attached hereto and made a part hereof by
reference.
B. The Trust Deed was recorded on July 5, 1996 as Instrument No.
96-1066968 in the Official Records of the Los Angeles County Recorder.
C. The parties desire to modify and amend the Trust Deed as set
forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants set forth herein, the parties agree as follows:
1. All references to Beneficiary in the Trust Deed as being
"Westminster Capital, Inc. , a California Corporation" are hereby modified and
amended to read "Westminster Capital Corporation, a Delaware Corporation". The
foregoing corrects a clerical error.
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2. In all other respects, the Trust Deed shall remain in full
force and effect as originally written.
IN WITNESS WHEREOF, the undersigned Trustor has executed this
Modification as of the date first above written.
TRUSTOR
PINK DOT, INC., A CALIFORNIA
CORPORATION
BY /s/ XXXXXXX XXXX
----------------------------
XXXXXXX XXXX, PRESIDENT
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On September 20, 1996, before me, BJ. X. Xxxxxxxxxx, Notary Public,
personally appeared XXXXXXX XXXX, personally known to me to be the person whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his authorized capacity, and that by his signature on the
instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.
WITNESS my hand and official seal.
/s/ XX X. XXXXXXXXXX
------------------------------
XX X. Xxxxxxxxxx
[NOTARY PUBLIC SEAL] NOTARY PUBLIC
[SEAL]
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LEGAL DESCRIPTION
PARCEL 1: XXX 0 XX XXXXX 00000 AS PER MAP RECORDED IN BOOK 394, PAGES 11 AND 12
OF MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.
PARCEL 2: XXXX 00, 00 XXX 00 XX XXXXX 0000 IN THE CITY OF LOS ANGELES AS PER
MAP RECORDED IN BOOK 63, PAGES 40 AND 41 OF MAPS IN THE OFFICE OF THE COUNTY
RECORDER OF SAID COUNTY.
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RECORDING REQUESTED BY
AND WHEN RECORDED RETURN TO:
XXXXX X. XXXXXX, ESQ.
XXXXXXX, XXXXXXXX, MANN, GREENE,
CHIZEVER, XXXXXXXX & XXXXXXXX
0000 XXXXXXXX XXXXXXXXX
XXXXXXXXX XXXXX
XXXXXXX XXXXX, XXXXXXXXXX 00000
APN: 0000-000-000
0000-000-000
0000-000-000
MODIFICATION OF LEASEHOLD DEED OF TRUST WITH
ASSIGNMENT OF RENTS AS ADDITIONAL SECURITY
THIS MODIFICATION OF LEASEHOLD DEED OF TRUST WITH ASSIGNMENT OF RENTS
AS ADDITIONAL SECURITY ("Modification") is made this 20th day of September,
1996, by PINK DOT, INC., A CALIFORNIA CORPORATION ("Trustor"), CHICAGO TITLE
COMPANY, A CALIFORNIA CORPORATION ("Trustee"), and WESTMINSTER CAPITAL, INC., A
DELAWARE CORPORATION ("Beneficiary").
RECITALS
A. On or about April 3, 1996, Trustor executed a certain
Leasehold Deed of Trust With Assignment of Rents as Additional Security ("Trust
Deed") in favor of Beneficiary, encumbering a leasehold interest of Trustor in
the premises commonly known as 0000-00 Xxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx,
more fully described in EXHIBIT "A" attached hereto and made a part hereof by
reference.
B. The Trust Deed was recorded on July 5, 1996 as Instrument No.
96-1066967 in the Official Records of the Los Angeles County Recorder.
C. The parties desire to modify and amend the Trust Deed as set
forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants set forth herein, the parties agree as follows:
1. All references to Beneficiary in the Trust Deed as being
"Westminster Capital, Inc., a California Corporation" are hereby modified and
amended to read "Westminster Capital Corporation, a Delaware Corporation". The
foregoing corrects a clerical error.
2. In all other respects, the Trust Deed shall remain in full
force and effect as originally written.
13
IN WITNESS WHEREOF, the undersigned Trustor has executed this
Modification as of the date first above written.
TRUSTOR
PINK DOT, INC., A CALIFORNIA
CORPORATION
BY /s/ XXXXXXX XXXX
-----------------------------
XXXXXXX XXXX, PRESIDENT
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On September 20, 1996, before me, BJ. X. Xxxxxxxxxx, Notary Public,
personally appeared XXXXXXX XXXX, personally known to me to be the person whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his authorized capacity, and that by his signature on the
instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.
WITNESS my hand and official seal.
/s/ XX X. XXXXXXXXXX
-----------------------------
XX X. Xxxxxxxxxx
[NOTARY PUBLIC SEAL] NOTARY PUBLIC
[SEAL]
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LEGAL DESCRIPTION
XXXX 00, 00, 00, 00 XXX 00 XX XXXXX NO. 8109, IN THE CITY OF LOS ANGELES, AS
PER MAP RECORDED IN BOOK 182 PAGES 33 TO 35 INCLUSIVE OF MAPS, IN THE OFFICE OF
THE COUNTY RECORDER OF SAID COUNTY.
EXCEPT THEREFROM "ALL NATURAL RIGHTS" AS RETAINED BY XXXXXXXX X. XXXXXXX, IN
DEEDS RECORDED JANUARY 4, 1977 AS INSTRUMENT NO. 77-7863 AND FEBRUARY 14, 1977
AS INSTRUMENT NO. 77-157635.
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