September 19, 1995
BY HAND DELIVERY
Hot Concepts Management Group, L.L.C.
Attention: Mr. Xxxxxx Xxxxx
0000 Xxxxx Xxxx - #X
Xxxxxxxx, Xxxxxxxx 00000
Gentlemen:
This letter will supplement or amend the August 11, 1995
Acquisition Agreement (the "Agreement") between Good Times
Restaurants Inc. ("Good Times") and Hot Concepts Management Group,
L.L.C. ("Purchaser"). Capitalized terms in this letter agreement
shall have the same meaning as in the Agreement.
1. Section 1.4(iv) of the Agreement with respect to the
Park Hampden Restaurant is hereby modified to reflect the fact that
RTC - Colo has entered into an agreement to sell the assets of the
Park Hampden Restaurant described in such section to Shogun
Japanese Restaurant, L.L.C. ("Shogun") in consideration for $30,000
cash, the promissory note of Shogun in the amount of $60,000 and
reimbursement of a lease deposit in the amount of $4,500, together
with customary prorations. Such consideration shall be distributed
to and retained by Good Times prior to Closing. RTC - Colo shall
sublease the land of the Park Hampden Restaurant pursuant to the
sublease agreement attached hereto. The sublease rent shall be the
rent due Parkhampden Center, the owner and lessor of the Park
Hampden Restaurant land, pursuant to its lease with RTC - Colo, and
RTC - Colo shall pay the sublease rent to such owner and lessor.
Good Times shall indemnify and hold harmless RTC and RTC - Colo
with respect to any losses, liabilities, claims, costs or expenses
as a result of such sublease and lease other than any of the
foregoing resulting from any act or omission of RTC or RTC - Colo.
The promissory note of Shogun and its obligations under the
sublease are to be secured by a lien on the furniture, fixtures and
equipment of the Park Hampden Restaurant pursuant to the terms of
a security agreement and RTC and RTC - Colo shall cooperate with
Good Times with respect to any necessary enforcement of such lien
and such security agreement. If the sublease terminates, the
provisions of section 1.4(iv) of the Agreement shall, at the
election of Good Times, again apply or RTC - Colo shall otherwise,
as specified by Good Times, hold the assets of the Park Hampden
Restaurant, including the land and building thereof, for the
account of Good Times.
2. Good Times and Purchaser acknowledge that, contrary
to prior expectations, Xxxxx XxXxxxx will not be a manager or
officer of RTC, RTC - Colo or Purchaser. Nonetheless, Xx. XxXxxxx
has been actively involved with Purchaser and its principals in
connection with the Purchaser's pending acquisition of the RTC
stock and will be an investor in Purchaser. Accordingly, it
remains true that Purchaser is informed with respect to RTC and
RTC - Colo as a result of information thereon of Xx. XxXxxxx.
3. The indemnification of RTC and RTC - Colo set forth
in section 8.2 of the Agreement with respect to the real property
leases for the Round The Corner Restaurants located in Westland
Shopping Center, on Colorado Boulevard, in Aurora Mall and in
Crossroads Shopping Center shall also be secured by a pledge in
favor of the indemnified parties of the assets of the Round The
Corner Restaurants located at Westminster Mall and Southwest Plaza
Mall to the same extent and subject to the same terms as set forth
with respect to the pledge of those assets to secure the Promissory
Note in section 1.3(b) of the Agreement.
In all other respects the Agreement shall remain in full
force and effect.
Please sign the attached copy of this letter to reflect
your agreement with its contents.
Very truly yours,
GOOD TIMES RESTAURANTS INC.
By:
President
Agreed to this _____ day of September, 1995.
HOT CONCEPTS MANAGEMENT GROUP, L.L.C.
By:
Manager
