EXHIBIT 10.34
LIQUOR LICENSE PURCHASE AGREEMENT
SOUTHWEST CONVENIENCE STORES, LLC, (the "Seller"), and SCS BEVERAGE,
INC. (the "Buyer"), agree:
1. SALE OF LIQUOR LICENSES. Seller owns seventeen (17) New Mexico
Liquor Licenses, presently located in New Mexico and listed on Exhibit A of
this agreement (the "Licenses"). Seller will sell and transfer the Licenses to
Buyer on the terms provided in this Agreement. A copy of the Xxxx of Sale
conveying the Licenses to Buyer which is to be delivered by Seller to Buyer at
Closing is attached as Exhibit B.
2. SALE OF INVENTORY. Seller will also sell and transfer to Buyer
all inventories of alcoholic beverages on hand at Closing (the "Inventory"), on
the terms provided in this Agreement. A copy of the Xxxx of Sale conveying the
Inventory which is to be delivered by Seller to Buyer at Closing is attached as
Exhibit E.
3. PURCHASE PRICE AND TERMS. The purchase price for the Licenses is
Two Million, Six Hundred Twenty-One Thousand and 00/100 Dollars ($2,621,000.00)
and the purchase price for the Inventory is Two Hundred Twenty-Two Thousand,
Three Hundred Seventy and 24/100s ($222,370.24) (collectively, the "Purchase
Price"). The Purchase Price shall be payable by Buyer's execution and delivery
of a demand Promissory Note in the form attached as Exhibit C. Buyer's
obligations under the Promissory Note shall be secured by a first priority lien
on the Licenses and Inventory and a pledge of all the outstanding capital stock
of Buyer pursuant to the terms of a Security Agreement in the form attached as
Exhibit D.
4. TRANSFER OF LICENSE; CLOSING.
A. Within five (5) business days after the date of this Agreement,
Buyer will apply to the New Mexico Alcohol and Gaming Division ("AGD") for
approval of
the transfer of the Licenses to Buyer for Buyer's use at the Licensed Premises
in New Mexico, shown on Exhibit A. Seller will cooperate and assist Buyer in
obtaining the necessary approvals for the transfer of ownership and will
execute all documents required for said transfer.
B. On the later to occur of May 31, 2003 or five days after final
approval by the AGD of the transfer of the Licenses to Buyer, or such other
later dates as Buyer and Seller shall agree, Buyer and Seller shall consummate
the transfer of the Licenses by execution of the Xxxx of Sale, Promissory Note
and Security Agreement (the "Closing"). Simultaneously with the execution
hereof, Buyer and Seller have entered into a Premises Lease which shall become
effective upon the Closing.
5. SELLER'S REPRESENTATIONS AND COVENANTS. Seller warrants and
represents to Buyer that Seller owns the Licenses and the Inventory, has the
right to convey the Licenses and the Inventory, and will deliver to Buyer at
Closing executed Bills of Sale in the form of the Bills of Sale attached as
Exhibit B and Exhibit E.
6. BUYER'S REPRESENTATIONS AND COVENANTS. Buyer warrants and
represents to Seller that Buyer:
(i) Is qualified to do business in the State of New Mexico or
will be qualified to do business in New Mexico when the application is filed
with the AGD.
(ii) Will use reasonable efforts to pursue the application
for transfer of ownership and location in a diligent and timely manner and
comply with all reasonable requirements of State and Municipal hearing
officers.
(iii) Will pay the purchase price at Closing as provided by
paragraph 2.
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(iv) Will, after Closing, comply with all terms of the Promissory
Note, the Security Agreement and the Premises Lease.
7. OPTION TO REPURCHASE LICENSES. Until the Promissory Note has
been paid in full according to its terms, Seller shall have, and Buyer hereby
grants to Seller, an option exercisable at any time by Seller, to re-purchase
the Licenses and any Inventory on hand at the Licensed Premises from Buyer at
the Purchase Price. Upon exercise of the option, Seller shall pay such purchase
price solely by canceling the Promissory Note and delivering such cancelled
note to Buyer.
8. NOTICES. All notices, requests, demands and other communications
given as provided in this Agreement will be in writing and will be deemed duly
given, if delivered by hand with signed receipt, or mailed by prepaid certified
or registered mail.
A. Seller at: SOUTHWEST CONVENIENCE STORES, LLC
c/o Legal Department
0000 XXX Xxxxxxx, Xxxxx 000
Xxxxxx, XX 00000;
B. Buyer at: SCS BEVERAGE, INC.
X.X. Xxx 000
Xxxxxx, XX 00000
9. AMENDMENTS/GOVERNING LAW. This Agreement may be modified or
amended only by a written document signed by Seller and Buyer. This Agreement
is governed by the laws of New Mexico, constitutes the entire agreement of
Seller and Buyer, and binds and benefits Seller and Buyer, their heirs,
personal representatives, successors and assigns.
10. FORCE MAJEURE. Neither Seller nor Buyer will be liable for any
failure to perform any provision hereof because of fire or other casualty,
riot, strike, natural disaster, governmental regulation or restriction.
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11. COUNTERPART AND FACSIMILE. This Agreement may be signed in
counterparts. If this Agreement is signed in counterparts, the signatures of
the parties will appear on different or separate pages, but the contract
language and signature blocks will be exactly the same on each of the separate
pages. A facsimile transmission of a signature or signatures on this Agreement
will be deemed original signatures. If this Agreement is signed in counterpart
and/or any of the signatures on this Agreement are pursuant to a facsimile
transmission, the counterparts and/or the facsimile transmission(s) will have
the same effect as an original Agreement with original signatures on the same
signature page.
SELLER: BUYER:
SOUTHWEST CONVENIENCE STORES, SCS BEVERAGE, INC.
LLC
By /s/ Xxxxxx X. Xxxx By /s/ Xxxx X. Xxxxxx
---------------------------- ------------------------
Name: Xxxxxx X. Xxxx Name: Xxxx X. Xxxxxx
Title: Chief Financial Officer Title: President
& Vice-President
Dated: May 12, 2003 Dated: May 12, 2003
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