Exhibit 10.1
AMENDMENT TO ASSET PURCHASE
AGREEMENT
THIS AMENDMENT TO THE ASSET PURCHASE
AGREEMENT (this “ Amendment ”) is entered into
as of November 21, 2006, among RED ROBIN INTERNATIONAL, INC., a
Nevada corporation (the “ Buyer ”), MARCUS L.
ZANNER, a resident of the State of Washington (the “
Sellers’ Representative” ) and SOUTH SOUND RED
ROBIN, INC., a Washington corporation (“ South Sound
”), ZANNER-HUBERT, INC., a Washington corporation (“
Zanner-Hubert ”), NORTHWEST ROBINS, LLC, a Washington
limited liability company (“ Northwest Robins ”)
AND WASHINGTON DINING, LLC, a Washington limited liability company
formerly known as WASHINGTON ROBINS, LLC (“
Washington Robins”) .
RECITALS
1.
The Parties have executed that certain Asset Purchase Agreement
dated July 1, 2006 (the “ Asset Purchase Agreement
”) by which the Buyer agreed to purchase from the Sellers
substantially all of the assets used in the operation of the
Restaurants, and to assume certain liabilities of the Sellers
specified therein, and the Sellers agreed to sell such assets in
exchange for cash and the assumption of such specified liabilities
by the Buyer.
2.
The First Closing pursuant to the Asset Purchase Agreement occurred
on July 10, 2006 at which time the Buyer closed the Transactions
with respect to all the Restaurants other than (i) the restaurant
owned by Northwest Robins and located at 3609 9th Street SW,
Puyallup, WA 98373 (the “ Puyallup Restaurant
”), and (ii) the restaurant owned by South Sound and located
at 2233 South 320 th
Street, Federal Way, WA 98003
(the “ Federal Way Restaurant ”).
3.
The Asset Purchase Agreement contemplates that the Buyer and the
Sellers will consummate the Second Closing at which time the Buyer
will close the Transactions with respect to the Puyallup Restaurant
and the Federal Way Restaurant.
4.
From the First Closing Date to the date hereof (the “
Interim Period ”) the Buyer has operated the Puyallup
Restaurant and the Federal Way Restaurant under the terms of the
Management Agreement.
5.
The Buyer and the Sellers have agreed to amend the Asset Purchase
Agreement to remove the Puyallup Restaurant for purposes of the
Second Closing and to consummate the Second Closing with respect to
only the Federal Way Restaurant effective at 12:01 a.m. on November
17, 2006 on the terms provided in the Asset Purchase Agreement and
this Amendment.
6.
The Buyer and Northwest Robins are negotiating that certain Limited
Liability Company Unit Purchase Agreement (the “ LLC
Purchase Agreement” ) by which the Buyer will acquire all
the outstanding equity ownership interests of Northwest Robins in
lieu of the consummation of the Second Closing for the Puyallup
Restaurant.
7.
Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Asset Purchase Agreement.
NOW, THEREFORE,
in consideration of these premises,
the mutual promises herein made, and in consideration of the
representations, warranties, and covenants herein contained, the
Parties agree as follows:
1.
Puyallup Restaurant . The Parties hereby agree
that neither the Sellers nor the Buyer shall have any obligation to
consummate the Second Closing with respect to the Puyallup
Restaurant, provided that, in the event the Buyer and Northwest
Robins have not executed and consummated the sale of the Puyallup
Restaurant to the Buyer, whether as contemplated by the LLC
Purchase Agreement, or otherwise, on or before December 31, 2006,
the Parties shall once again be obligated to consummate the Second
Closing with respect to the Puyallup Restaurant as provided in the
Asset Purchase Agreement. This Section 1 shall not affect (i)
the Parties’ obligations with respect to the Second Closing
for the Federal Way Restaurant, or (ii) any obligations of the
Buyer and Northwest Robins under the contemplated LLC Purchase
Agreement.
2.
Closing for Federal Way Restaurant .
2.1
South Sound and the Buyer hereby agree to consummate the Second
Closing with respect to only the Federal Way Restaurant effective
at 12:01 a.m. on November 17, 2006 on the terms provided in the
Asset Purchase Agreement and this Section 2.
2.2 &
