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$51	Preview Full Doc	2001	Registration Rights Agreement Registration Rights Agreement (61K) Doc #122474: Click preview link for longer preview. REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated this 28TH day of December, 2000 (the "Agreement"), between Ultimate Franchise Systems, Inc., a Colorado corporation, with principal offices located at Ultimate Franchise Systems, Inc., whose address is 2101 West State Road 434, Suite 100, Longwood, Florida 32779, (the "Company"), and the undersigned (the "Investor"). W I T N E S S E T H WHEREAS, upon the terms and subject to the conditions of the Securities Purchase Agreement dated as of December 28, 2000, between the Investor and the Company (the "Securities Purchase Agreement"), the Company has agreed to issue and sell to the Investor 9 Units of Secured 12% Series "G" Convertible Debenture (the "Debenture") which, upon the terms and subject to the conditions thereof, are convertible into shares of the common stock, no par value, of the Company (the "Common Stock"); and WHEREAS, to induce the Investor to execute and deliver the Securities Purchase Agreement, the Company has agreed to provide with respect to the Common Stock issued or issuable in lieu of cash interest payments on the Debenture and upon conversion of the Debenture certain registration rights under the Securities Act: NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, the parties hereto, intending to be legally bound, hereby agree as follows: 1. Definitions. (a) As used in this Agreement, the following terms shall have the meanings: (i) "Affiliate" of any specified Person means any other Person who directly, or indirectly through one or more intermediaries, is in control of, is controlled by, or is under common control with, such specified Person. For purposes of this definition, control of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person whether by contract, securities, ownership or otherwise; and the terms "controlling" and "Controlled" have the respective meanings correlative to the foregoing. (ii) "Commission" means the Securities and Exchange Commission. (iii) "Current Market Price" on any date of determination means the closing price of a Common Share on such day as reported on 1 {PAGE} the NASDAQ - Small Cap Market, or the NASD Bulletin Board Trading System, or if such security is not listed or admitted to trading on any national securities exchange or quotation system, the closing price of such security on the over-the-counter market on the day in question as reported by the National Quotation Bureau Incorporated, or a similar generally accepted reporting service, or if not so available, in such manner as furnished by any NASDAQ member firm of the National Association of Securities Dealers, Inc. selected from time to time by the Board of Directors of the Company for that purpose, or a price determined in good faith by the Board of Directors of the Company as being equal to the fair market value thereof, as the case may be. (iv) "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder, or any similar successor statute. (v) "Investors" means any transferee or assignee of Registrable Securities who agrees to become bound by all of the terms and provisions of this Agreement in accordance with Section 8 hereof. (vi) "Person" means any individual, partnership, corporation, Limited Liability Company, joint stock company, association, trust, unincorporated organization, or a government or agency or political subdivision thereof. (vii) "Prospectus" means the prospectus (including, without limitation, any preliminary prospectus and any final prospectus filed pursuant to Rule 424 (b) under the Securities Act, including any prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance on Rule 430A under the Securities Act) included in the Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any portion of the Registrable Securities covered by the Registration Statement and by all other amendments and supplements to such prospectus, including all material incorporated by reference in such prospectus and all documents filed after the date of such prospectus by the Company under the Exchange Act and incorporated by reference therein. (viii) "Registrable Securities" means the Common Stock issued or issuable (i) in lieu of cash interest payments on the Debenture or (ii) upon conversion of the Debenture; provided, however, a share of Common Stock shall cease to be a Registrable Security for purposes of this Agreement when it no longer is a Restricted Security. (ix) "Registration Statement" means a registration statement of the Company filed on an appropriate form under the Securities Act providing for the registration of, and the sale on a continuous or delayed basis by the holders of, 122474	Ultimate Franchise System Ultimate Franchise Systems Inc. ( Apparel ) As referenced in this Registration Rights Agreement: Ultimate Franchise Systems, Inc – EX-4.2 {SEQUENCE}4 Annex 2 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT dated this 28TH day of December, 2000 (the "Agreement"), between Ultimate Franchise Systems, Inc ., a Colorado corporation, with principal offices located at Ultimate Franchise Systems, Inc., whose address is 2101 West State Road 434, Suite 100, _____________ Ultimate Franchise Systems, Inc – AGREEMENT dated this 28TH day of December, 2000 (the "Agreement"), between Ultimate Franchise Systems, Inc., a Colorado corporation, with principal offices located at Ultimate Franchise Systems, Inc ., whose address is 2101 West State Road 434, Suite 100, Longwood, Florida 32779, (the "Company"), and the undersigned (the "Investor"). W I _____________ Ultimate Franchise Systems, Inc – if mailed, three (3) days after the date of deposit in the United States mails, as follows: (1) If to the Company, to: Ultimate Franchise Systems, Inc . 2101 West State Road 434, Suite 100 Longwood, Florida 32779 . with a copy to: Law Office of L. Van Stillman, PA 1177 _____________ Ultimate Franchise Systems, Inc – hereto. IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered as of the date first above written. Ultimate Franchise Systems, Inc . By: ___________________________ Name: Chris Swartz Title: President INVESTOR: By: _________________________ Name: _________________________ Title: _________________________ 18 _____________ dt 506275
$34	Full Doc	1998	Registration Rights Agreement Registration Rights Agreement (19K) Doc #124344: This document is immediately available for purchase, but does not have a preview available for viewing. 124344	Tumbleweed, Inc. Tumbleweed, Inc. ( Restaurants ) As referenced in this Registration Rights Agreement: TUMBLEWEED, INC – TEXT} {PAGE} EXHIBIT 99.5 REGISTRATION RIGHTS AGREEMENT THIS is a Registration Rights Agreement (the "Agreement") dated as of August __, 1998, between TUMBLEWEED, INC ., a Delaware corporation (the "Company"), and TUMBLEWEED, LLC, a Kentucky limited liability company ("LLC"). RECITALS A. The Company and LLC have entered _____________ TUMBLEWEED, INC – have furnished to LLC in writing. This Registration Rights Agreement is hereby executed as of the date set forth in the preamble hereto. TUMBLEWEED, INC . By: ---------------------------------------- John A. Butorac, Jr. President and Chief Executive Officer TUMBLEWEED, LLC By: ---------------------------------------- Name: ---------------------------------------- Title: ---------------------------------------- -6- {/TEXT} {/DOCUMENT} _____________ dt 488273 ;	Tumbleweed, Inc. Tumbleweed, Inc. ( Apparel ) As referenced in this Registration Rights Agreement: TUMBLEWEED, INC – TEXT} {PAGE} EXHIBIT 99.5 REGISTRATION RIGHTS AGREEMENT THIS is a Registration Rights Agreement (the "Agreement") dated as of August __, 1998, between TUMBLEWEED, INC ., a Delaware corporation (the "Company"), and TUMBLEWEED, LLC, a Kentucky limited liability company ("LLC"). RECITALS A. The Company and LLC have entered _____________ TUMBLEWEED, INC – have furnished to LLC in writing. This Registration Rights Agreement is hereby executed as of the date set forth in the preamble hereto. TUMBLEWEED, INC . By: ---------------------------------------- John A. Butorac, Jr. President and Chief Executive Officer TUMBLEWEED, LLC By: ---------------------------------------- Name: ---------------------------------------- Title: ---------------------------------------- -6- {/TEXT} {/DOCUMENT} _____________ dt 506274
$36	Preview Full Doc	2003	By-Laws [Amended and Restated] By-Laws [Amended and Restated] (36K) Doc #138260: Click preview link for longer preview. AMENDED AND RESTATED BY-LAWS OF CLAIRE'S STORES, INC. (A FLORIDA CORPORATION) ADOPTED MARCH 12, 2003 ARTICLE I OFFICES Section 1. The location of the principal office of the Corporation in the State of Florida shall be in the City of Pembroke Pines, County of Broward. Section 2. The Corporation may also have offices at such other places both within and without the State of Florida as the Board of Directors may from time to time determine or the business of the Corporation may require. ARTICLE II MEETINGS OF SHAREHOLDERS Section 1. All meetings of the shareholders for the election of Directors shall be held at the principal office of the Corporation in the State of Florida or at such other place within or without the State of Florida as may from time to time be fixed by the Board of Directors and as may be specified in the respective notices of meeting or duly executed waivers of notice. Section 2. The annual meeting of shareholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meeting the shareholders shall elect Directors by a plurality vote and transact such other business as may properly be brought before the meeting. {PAGE} Section 3. Written notice of the annual meeting shall be given to each shareholder entitled to vote thereat, no fewer than ten (10) days or more than sixty (60) days before the date fixed for the meeting. Section 4. At least ten days before every election of Directors, a complete list of the shareholders entitled to vote at said election, arranged in alphabetical order, with the residence of each and the number of voting shares held by each, shall be prepared by the Secretary. Such list shall be open to the examination of any shareholder for said ten days either at the Corporation's principal office, at a place within the city, town or village where the election is to be held and which place shall be specified in the notice of meeting, or at the office of the Corporation's transfer agent or registrar and shall be produced and kept at the time and place of election during the whole time thereof, and subject to the inspection of any shareholder who may be present. Section 5. The Board of Directors may close the stock transfer books of the Corporation for a period not exceeding seventy (70) days preceding the date of any meeting of shareholders, or the date for payment of any dividend, or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect or the date in connection with obtaining the consent of shareholders for any purpose. In lieu of closing the stock books as aforesaid, the Board of Directors may fix in advance a date, not exceeding seventy (70) days preceding the date of any meeting of shareholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect or the date in connection with obtaining such consent, as a record date for the determination of the shareholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of 138260	Claire's Stores, Inc. Claire's Stores, Inc. ( Apparel ) As referenced in this By-Laws [Amended and Restated]: CLAIRE'S STORES, INC – EX-3.B {SEQUENCE}3 {FILENAME}g82236exv3wb.txt {DESCRIPTION}AMENDED & RESTATED BYLAWS {TEXT} {PAGE} EXHIBIT 3(b) AMENDED AND RESTATED BY-LAWS OF CLAIRE'S STORES, INC . (A FLORIDA CORPORATION) ADOPTED MARCH 12, 2003 ARTICLE I OFFICES Section 1. The location of the principal office of the Corporation in _____________ dt 506970
$39	Preview Full Doc	2003	Operating Agreement [Amended and Restated] Operating Agreement [Amended and Restated] (116K) Doc #139327: Click preview link for longer preview. AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF UNITED APPAREL VENTURES, LLC EFFECTIVE AS OF OCTOBER 1, 2002 {PAGE} TABLE OF CONTENTS ARTICLE I - - DEFINITIONS OF TERMS.......................................... 1 ---------------------------------- ARTICLE II - - INTRODUCTORY MATTERS......................................... 5 ----------------------------------- 2.1 Business of LLC............................................... 5 --- ---------------- 2.2 Laws Governing the Agreement.................................. 6 --- ----------------------------- 2.3 Term.......................................................... 6 --- ----- 2.4 Principal Place of Business................................... 6 --- ---------------------------- 2.5 Agent for Service of Process.................................. 6 --- ----------------------------- 2.6 Required Maintenance of Records in California................. 6 --- ---------------------------------------------- 2.7 Records Subject to Inspection................................. 7 --- ------------------------------ 2.8 Foreign Qualification......................................... 7 --- ---------------------- 2.9 Commencement of Operations.................................... 7 --- --------------------------- ARTICLE III - - MEMBERS, CAPITAL CONTRIBUTIONS, ALLOCATIONS................. 7 ----------------------------------------------------------- 3.1 Initial Capital Contributions to the LLC...................... 7 --- ----------------------------------------- 3.2 Use of Proceeds............................................... 7 --- ---------------- 3.3 Interests..................................................... 8 --- ---------- 3.4 Status of Capital Contributions............................... 8 --- -------------------------------- 3.5 Financing and Additional Capital.............................. 8 --- --------------------------------- 3.6 Capital Accounts.............................................. 9 --- ----------------- 3.7 Return of Capital Contributions............................... 10 --- -------------------------------- 3.8 No Management................................................. 10 --- -------------- ARTICLE IV - - REPRESENTATIONS AND WARRANTIES............................... 10 --------------------------------------------- 4.1 Representations and Warranties of TAG MEX..................... 10 --- ------------------------------------------ 4.2 Representations and Warranties of Azteca...................... 12 --- ----------------------------------------- ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS................................... 14 ----------------------------------------- 5.1 Allocations of Profits and Losses............................. 14 --- ---------------------------------- 5.2 Time of Allocation............................................ 14 --- ------------------- 5.3 Distributions of Distributable Cash........................... 14 --- ------------------------------------ 5.4 Limitations on Distributions.................................. 15 --- ----------------------------- 5.5 Amounts Withheld.............................................. 15 --- ----------------- 5.6 Tax Allocations; Section 704(c) of the Code................... 15 --- -------------------------------------------- i {PAGE} ARTICLE VI - - MANAGEMENT OF THE LLC, CONTROL OF THE BUSINESS, OFFICERS..... 16 ----------------------------------------------------------------------- 6.1 Management of the LLC and Election of the Managers............ 16 --- --------------------------------------------------- 6.2 Powers of the Managers........................................ 16 --- ----------------------- 6.3 Managers as Agents of the LLC................................. 17 --- ------------------------------ 6.4 Acts of the Managers as Conclusive Evidence of Authority...... 17 --- --------------------------------------------------------- 6.5 Officers...................................................... 17 --- --------- 6.6 Limitations on Liability of the Managers and Officers......... 19 --- ------------------------------------------------------ 6.7 Other Activities of the Members and Managers Permitted........ 19 --- ------------------------------------------------------- 6.8 Transactions Between the LLC and the Managers and Members..... 19 --- ---------------------------------------------------------- 6.9 Devotion of Time.............................................. 20 --- ----------------- 6.10 Increase in Number of Authorized Managers; Election........... 20 ---- ---------------------------------------------------- ARTICLE VII - - MEETINGS.................................................... 20 ------------------------ 7.1 Meetings of the Members....................................... 20 --- ------------------------ 7.2 Meetings of the Managers...................................... 21 --- ------------------------- ARTICLE VIII - - TRANSFER AND ASSIGNMENT OF MEMBERSHIP INTERESTS, ----------------------------------------------------------------- ECONOMIC INTERESTS AND RIGHTS............................................... 21 ----------------------------- 8.1 Transfer and Assignment of Membership Interests or Economic --- ----------------------------------------------------------- Interests..................................................... 21 --------- 8.2 Further Restrictions on Transfer of Membership Interests...... 21 --- --------------------------------------------------------- 8.3 Substitution of Members After Transfer of Membership Interest. 21 --- -------------------------------------------------------------- 8.4 Effective Date of Permitted Transfers......................... 22 --- -------------------------------------- 8.5 Effect of Transfers of Economic Interest...................... 22 --- ----------------------------------------- 8.6 Consequences of Pledge or Grant of Security Interest.......... 22 --- ----------------------------------------------------- ARTICLE IX - - ADDITIONAL AGREEMENTS........................................ 22 ------------------------------------ 9.1 Noncompetition................................................ 22 --- --------------- 9.2 Management Fee................................................ 23 --- --------------- 9.3 Replacement of Credit Facility................................ 23 --- ------------------------------- 9.4 Sourcing Production Allocation................................ 23 --- ------------------------------- ARTICLE X - - DISSOLUTION AND WINDING UP.................................... 23 ---------------------------------------- 10.1 Conditions of Dissolution..................................... 23 ---- -------------------------- 10.2 Order of Payment of Liabilities Upon Dissolution.............. 24 ---- ------------------------------------------------- 10.3 Limitations on Payments Made on Dissolution................... 24 ---- -------------------------------------------- 10.4 Liquidation................................................... 24 ---- ------------ 10.5 Termination of Covenants...................................... 24 ---- ------------------------- ii {PAGE} ARTICLE XI - - BOOKS AND RECORDS, FISCAL YEAR, ACCOUNTING; BANKING; REPORTS. 24 --------------------------------------------------------------------------- 11.1 Books, Records and Financial Statements....................... 24 ---- ---------------------------------------- 11.2 Fiscal Year................................................... 25 ---- ------------ 11.3 Accounting; Accounting Method................................. 25 ---- ------------------------------ 11.4 Management Reports............................................ 25 ---- ------------------- 11.5 Financial Statements and Tax Information...................... 25 ---- ----------------------------------------- ARTICLE XII - - TAX MATTERS................................................. 26 --------------------------- ARTICLE XIII - - INDEMNIFICATION............................................ 26 -------------------------------- 13.1 Liability of Members.......................................... 26 ---- --------------------- 13.2 Liability of Managers......................................... 26 ---- ---------------------- 13.3 Exculpation................................................... 26 ---- ------------ 13.4 Fiduciary Duty................................................ 27 ---- --------------- 13.5 Indemnification by the LLC.................................... 27 ---- --------------------------- 13.6 Indemnification Procedure..................................... 27 ---- -------------------------- 13.7 Expenses...................................................... 28 ---- --------- ARTICLE XIV - - REQUIRED ARBITRATION OF DISPUTES............................ 28 ------------------------------------------------ ARTICLE XV - - MISCELLANEOUS................................................ 28 ---------------------------- 15.1 Law Governing................................................. 28 ---- -------------- 15.2 Complete Agreement............................................ 28 ---- ------------------- 15.3 Binding Effect................................................ 29 ---- --------------- 15.4 No Third Party Beneficiary.................................... 29 ---- --------------------------- 15.5 Gender and Number in Nouns and Pronouns....................... 29 ---- ---------------------------------------- 15.6 Headings...................................................... 29 ---- --------- 15.7 References in This Agreement.................................. 29 ---- ----------------------------- 15.8 Exhibits...................................................... 29 ---- --------- 15.9 Severability.................................................. 29 ---- ------------- 15.10 Additional Documents and Acts................................. 30 ----- ------------------------------ 15.11 Notices....................................................... 30 ----- -------- 15.12 Amendments.................................................... 30 ----- ----------- 15.13 Multiple Counterparts......................................... 30 ----- ---------------------- iii {PAGE} AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF UNITED APPAREL VENTURES, LLC This Agreement, effective as of July 1, 2001 and amended as of October 1, 2002, governs the relationship between the undersigned Members of United Apparel Ventures, LLC, a California limited liability company (the "LLC"), and between the LLC and the undersigned Members, pursuant to the Beverly-Killea Limited Liability Act as amended from time to time (the "ACT"), and the Articles of Organization for the LLC. In consideration of their mutual promises, covenants, and agreements, the parties hereto do hereby promise, covenant, and agree as set forth herein. ARTICLE I - - DEFINITIONS OF TERMS When used in this Agreement, the following terms shall have the meanings set forth below: 1.1 "AFFILIATE" means, with respect to any Member, any Person, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Member. The term "control," as used in the immediately preceding sentence, means, with respect to a corporation the right to exercise directly or indirectly, 50% or more of the voting rights attributable to the controlled corporation, and, with respect to any partnership, trust, other entity or association, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the controlled entity. 1.2 "AGREEMENT" means this Operating Agreement among the Members regulating the affairs of the LLC and the conduct of its business, as originally executed and as amended from time to time, and shall refer to this Agreement as a whole, unless the context otherwise requires. 1.3 "ARTICLES" means the Articles of Organization for the LLC which were filed with the Secretary of State of California on June 8, 2001, as File No. 20011510065, together with all amendments thereto or restatements thereof and shall mean the Articles as a whole unless the context otherwise requires. 1.4 "ASSUMPTION AGREEMENT" means that certain Assumption Agreement, dated November 2001, made by the LLC in favor GMAC Commercial Finance LLC with respect to the Credit Facility. 1.5 "AZTECA" means Azteca Production International, Inc., a California corporation. 1.6 "AUDITOR" means such firm of independent certified public accountants as may be engaged by the LLC from time to time to audit the financial statement of the LLC. Ernst & Young LLP shall be the initial Auditor. 139327	Limited Brands Limited Brands, Inc. ( Apparel ) As referenced in this Operating Agreement [Amended and Restated]: Limited Brands, Inc – excludes Voting Rights and Information Rights except as provided in Section 17106 of the Act. 1.15 "EXPRESS" means the Express division of Limited Brands, Inc ., and for purposes of this Agreement, means the division of Limited Brands, Inc. that markets and sells apparel bearing the Express, Limited, _____________ Limited Brands, Inc – the Act. 1.15 "EXPRESS" means the Express division of Limited Brands, Inc., and for purposes of this Agreement, means the division of Limited Brands, Inc . that markets and sells apparel bearing the Express, Limited, Limited Too and Structure trademarks. 2 {PAGE} 1.16 "INFORMATION RIGHTS" means the _____________ dt 506785 ; Tarrant Apparel Tarrant Apparel Group ( Apparel & Accessories ) As referenced in this Operating Agreement [Amended and Restated]: Tarrant Apparel Group, – terms or words are used in the Code. 1.28 "TAG MEX" means TAG MEX, Inc., a California corporation. 1.29 "TARRANT" means Tarrant Apparel Group, a California corporation, and the sole shareholder of TAG MEX. 1.30 "TOMMY HILFIGER" means Tommy Hilfiger U.S.A., Inc., a _____________ Tarrant Apparel Group, – accepted accounting principles or the rules and regulations of the Securities and Exchange Commission of the LLC's financial statements with those of Tarrant Apparel Group, a California corporation, the Members shall negotiate in good faith to amend the provisions of, or add provisions to, this Agreement to _____________ dt 221088 ;	Chase Manhattan Chase Manhattan Bank ( Financial ) As referenced in this Operating Agreement [Amended and Restated]: Chase Manhattan Bank – estate, real estate investment trust and any other entity. 1.26 "PRIME RATE" means the rate of interest then most recently announced by Chase Manhattan Bank (or any successor thereto) as its prime or similar rate. 1.27 "PROFITS AND LOSSES" means the profits and losses of the _____________ dt 101707 ; United Apparel Ventures, LLC
$38	Preview Full Doc	2002	Franchise Agreement Franchise Agreement (72K) Doc #145144: Click preview link for longer preview. FRANCHISE AGREEMENT This Agreement, made this 16th day of September, 1987, by and between Ryan's Family Steak Houses, Inc., a corporation formed and operated under the laws of the State of South Carolina, having its principal place of business at 405 Lancaster Avenue, Greer, South Carolina 29651-0405 (hereinafter referred to as "FRANCHISOR"), and Family Steak Houses of Florida, Inc., a corporation formed and operated under the laws of the State of Florida, having its principal place of business at 2113 Florida Boulevard, Suite A, Neptune Beach, Florida 32233 (hereinafter referred to as "FRANCHISEE"). W I T N E S S E T H: WHEREAS, as a result of the expenditure of time, effort and money, FRANCHISOR has acquired unique experience, special skills, technique and knowledge with reference to the development, opening and operating of food and restaurant facilities; and WHEREAS, FRANCHISOR has devised a standard unique and uniform system for the establishment, operation and development of same in specially designed buildings with distinctive fixtures, equipment, interior and exterior accessories and color schemes, food formulas, inventory and accounting system, and comprehensive management assistance, which system is identified by the mark, "Ryan's Family Steak House"; and WHEREAS, FRANCHISOR is the sole and exclusive owner of the entire right, title and interest, together with all the goodwill connected therewith, in and to the service and trademarks, "Ryan's Family Steak House" and other proprietary marks, patent and copyrights, if any; and WHEREAS, in connection therewith, FRANCHISOR has, by maintenance of uniformity and high standards or quality and service, established a reputation, demand and goodwill for said food and restaurant facilities operated under such system and in its name; and WHEREAS, all of the foregoing have a distinctive and valuable significance to the public, and FRANCHISEE, being cognizant thereof, desires to make use of the name "Ryan's Family Steak House" and enjoy the commercial benefits of that name and the benefits of the merchandising system and operating services related thereto throughout the State of Florida (except for FRANCHISOR's Existing Florida Restaurants, as defined below); and WHEREAS, on or about January 21, 1986, FRANCHISOR and Eddie L. Ervin, Jr., entered into a franchise agreement granting Mr. Ervin a nonexclusive right to make use of the name "Ryan's Family Steak House" and operate Ryan's Family Steak House restaurants within the State of Florida, and Mr. Ervin, with the consent of FRANCHISOR, assigned such franchise agreement to FRANCHISEE; and Whereas, in September, 1987, FRANCHISEE acquired the Ryan's Family Steakhouse Restaurant in Apopka, Florida, owned by another FRANCHISEE of FRANCHISOR, and, in connection with such acquisition, was assigned all rights of such FRANCHISEE under a franchise agreement with FRANCHISOR, which rights FRANCHISOR made exclusive franchise rights for the applicable territory with a term of up to forty (40) years; and WHEREAS, FRANCHISOR and FRANCHISEE desire to enter into this franchise agreement, amending and superceding the franchise agreement entered into on January 21, 1986; and the FRANCHISEE agreement relating to the Apopka, Florida, Ryan's Family Steak House restaurant. NOW, THEREFORE, the parties hereto intending to be legally bound in consideration of the mutual agreements, covenants and promises contained herein, do hereby agree as follows: I. APPOINTMENT AND FRANCHISE FEE A. FRANCHISOR hereby grants unto FRANCHISEE the right to use the registered mark, "Ryan's Family Steak House", and all trademarks, logos, tradenames or service marks adopted presently or subsequently, by FRANCHISOR; and the right, franchise and privilege to use FRANCHISOR's techniques in the operation of Ryan's Family Steak House Restaurants (the "Restaurant" or "Restaurants"), under the specific conditions hereinafter set forth, in the State of Florida, 145144	Family Steak Houses of FL Family Steak Houses of Florida Inc. ( Restaurants ) As referenced in this Franchise Agreement: Family Steak Houses of Florida, Inc – South Carolina, having its principal place of business at 405 Lancaster Avenue, Greer, South Carolina 29651-0405 (hereinafter referred to as "FRANCHISOR"), and Family Steak Houses of Florida, Inc ., a corporation formed and operated under the laws of the State of Florida, having its principal place of business at 2113 Florida _____________ Family Steak Houses of Florida, Inc – the provisions of this Agreement to be given to FRANCHISEE, such notice shall be given in writing addressed to the FRANCHISEE as follows: Family Steak Houses of Florida, Inc . 2113 Florida Blvd., Suite A Neptune Beach, Florida 32223 or at such other address as FRANCHISEE shall notify FRANCHISOR in writing; and _____________ Family Steak Houses of Florida, Inc – sealed and delivered this Agreement in duplicate the day and year first above written. Signed, sealed and delivered in the presence of: FRANCHISEE: Family Steak Houses of Florida, Inc . /s/ Signature Illegible____________ /s/ Sandra B. Cooper ________ By:_/s/Eddie L. Ervin, Jr. ___(SEAL) AS TO FRANCHISEE Eddie L. _____________ dt 363176 ; Family Steak Family Steak Houses of Florida Inc. ( Apparel ) As referenced in this Franchise Agreement: Family Steak Houses of Florida, Inc – under the laws of the State of South Carolina, having its principal place of business at 405 Lancaster Avenue, Greer, South Carolina 29651-0405 (hereinafter referred to as "FRANCHISOR"), and Family Steak Houses of Florida, Inc ., a corporation formed and operated under the laws of the State of Florida, having its principal place of business at 2113 Florida Boulevard, Suite A, Neptune Beach, Florida 32233 ( _____________ Family Steak Houses of Florida, Inc – 29603 B. Whenever notice is required by the provisions of this Agreement to be given to FRANCHISEE, such notice shall be given in writing addressed to the FRANCHISEE as follows: Family Steak Houses of Florida, Inc . 2113 Florida Blvd., Suite A Neptune Beach, Florida 32223 or at such other address as FRANCHISEE shall notify FRANCHISOR in writing; and a copy of such notice given to: _____________ Family Steak Houses of Florida, Inc – be legally bound hereby, have duly executed, sealed and delivered this Agreement in duplicate the day and year first above written. Signed, sealed and delivered in the presence of: FRANCHISEE: Family Steak Houses of Florida, Inc . /s/ Signature Illegible____________ /s/ Sandra B. Cooper ________ By:_/s/Eddie L. Ervin, Jr. ___(SEAL) AS TO FRANCHISEE Eddie L. Ervin, Jr., its President FRANCHISOR: Ryan's _____________ dt 1318748 ;	Ryan's Family Steakhouses Inc.
$61	Preview Full Doc	2001	Franchise Agreement Franchise Agreement (129K) Doc #145311: Click preview link for longer preview. POPEYES CHICKEN & BISCUITS FRANCHISE AGREEMENT BETWEEN AFC ENTERPRISES, INC. AND ___________________________________ Unit No.: ______ Dev. Agr. No.: ______ Dated: ______________ {PAGE} AFC ENTERPRISES, INC. POPEYES CHICKEN & BISCUITS FRANCHISE AGREEMENT TABLE OF CONTENTS {TABLE} {S} {C} I. APPOINTMENT................................................... 2 II. TERM.......................................................... 3 III. FEES.......................................................... 4 IV. ACCOUNTING AND RECORDS........................................ 6 V. PROPRIETARY MARKS............................................. 8 VI. OBLIGATIONS OF CORPORATE OR PARTNERSHIP FRANCHISEE............ 10 VII. CONFIDENTIAL OPERATING STANDARDS MANUAL....................... 11 VIII. TRAINING...................................................... 12 IX. DUTIES OF THE FRANCHISOR...................................... 13 X. DUTIES OF THE FRANCHISEE...................................... 14 XI. INSURANCE..................................................... 19 XII. CONFIDENTIAL INFORMATION...................................... 21 XIII. COVENANTS..................................................... 22 XIV. TRANSFERABILITY OF INTEREST................................... 24 XV. TERMINATION................................................... 27 XVI. EFFECT OF TERMINATION OR EXPIRATION........................... 30 XVII. TAXES, PERMITS, AND INDEBTEDNESS.............................. 32 XVIII. INDEPENDENT CONTRACTOR AND INDEMNIFICATION.................... 32 {/TABLE} {PAGE} {TABLE} {S} {C} XIX. APPROVALS AND WAIVERS......................................... 33 XX. NOTICES....................................................... 34 XXI. SEVERABILITY AND CONSTRUCTION................................. 34 XXII. ENTIRE AGREEMENT: SURVIVAL................................... 35 XXIII. ACKNOWLEDGMENTS............................................... 36 XXIV. APPLICABLE LAW: VENUE........................................ 36 XXV. CORPORATE FRANCHISEE.......................................... 37 {/TABLE} {PAGE} AFC ENTERPRISES, INC. POPEYES CHICKEN & BISCUITS FRANCHISE AGREEMENT THIS AGREEMENT (the "Agreement") is made this _______________ day of _________________, 20___, by and between AFC ENTERPRISES, INC. (f/k/a America's Favorite Chicken Company), a Minnesota corporation, having its principal place of business at Six Concourse Parkway, Suite 1700, Atlanta, Georgia, 30328-5352, U.S.A. ("Franchisor" or "Popeyes") and__________________________________________ _________________________________________________________________ ________________________________________________________________________________ ____________________________________________________________________________, [jointly and severally where more than one], ("Franchisee"). WITNESSETH: WHEREAS, Franchisor has developed and owns a unique system for opening and operating restaurants specializing in fried chicken and other menu items developed and owned by Franchisor (the "Popeyes System" or "System"); WHEREAS, the distinguishing characteristics of Franchisor's Popeyes System include, without limitation, the names "Popeyes" and "Popeyes Chicken & Biscuits"; specially designed buildings, distinctive interior and exterior layouts, decor, color schemes, and furnishings; confidential food formulae and recipes used in the preparation of food products and, particularly, a unique seasoning and batter formula for preparing Popeyes chicken; specialized menus; standards and specifications for equipment, equipment layouts, products, operating procedures, and management programs, all of which may be changed, improved, and further developed by Franchisor from time to time; WHEREAS, Franchisor identifies the Popeyes System by means of certain trade names, service marks, trademarks, logos, emblems, and other indicia of origin, including, but not limited to, the mark "Popeyes" and "Popeyes Chicken & Biscuits" and such other trade names, service marks, trademarks and trade dress as are now, or may hereafter, be designated by Franchisor for use in connection with the Popeyes System (collectively referred to as the "Proprietary Marks"); WHEREAS, Franchisor continues to develop, use, and control the use of such Proprietary Marks in order to identify for the public the source of services and products marketed thereunder in the Popeyes System and to represent the System's high standards of quality, appearance, and service; WHEREAS, Franchisee wishes to be assisted, trained, and licensed by Franchisor as a Popeyes franchisee and licensed to use, in connection therewith, the Popeyes System; 1 {PAGE} WHEREAS, Franchisee understands the importance of the Popeyes System and Popeyes high and uniform standards of quality, cleanliness, appearance, and service, and the necessity of opening and operating Popeyes Restaurants in conformity with the Popeyes System; NOW, THEREFORE, the parties hereto agree as follows: I. APPOINTMENT 1.01. Franchisor grants to Franchisee a franchise to open and operate a Popeyes Chicken & Biscuits restaurant (the "Unit", "Franchised Unit", "Franchised Business" or "Restaurant") at one location only, such location to be described as: Store Number: Address: upon the terms and conditions herein contained and subject to the terms and conditions contained in the development agreement between Franchisor and Franchisee, dated ______________, (the "Development Agreement"), which is incorporated herein by reference; and a license to use in connection therewith Franchisor's Proprietary Marks and the Popeyes System. 1.02. Protected Territory. A. Subject to the terms and conditions of this Agreement and provided Franchisee is not otherwise in default of this Agreement and/or any other Agreement between Franchisor (or any parent, subsidiary or affiliate of Franchisor) and Franchisee (or any parent, subsidiary or affiliate of Franchisee), Franchisor shall not establish, nor franchise another to establish a restaurant under the Popeyes System, for the term of this Agreement, within the area described in Exhibit "C" of this Agreement (the "Protected Area"), without Franchisee's prior written consent. Notwithstanding the foregoing, Franchisor may, from time to time during the term hereof, reduce or modify the Protected Area to encompass a geographic area immediately surrounding the Franchised Unit which shall include a population (residential and/or daytime business or commercial) of no less than 50,000 people, which modification shall become effective upon written notice from Franchisor to Franchisee. B. The provisions of Section 1.02 (A) hereof shall not apply if the Franchised Unit is operated in any of the following types of locations and/or with respect to such locations within the Protected Area, at which Franchisor retains the right, in its sole discretion, to franchise and/or operate Popeyes restaurants, and to distribute by any means Popeyes products: 145311	AFC Enterprises AFC Enterprises, Inc. ( Apparel ) As referenced in this Franchise Agreement: AFC ENTERPRISES, INC – 4 {SEQUENCE}3 {FILENAME}0003.txt {DESCRIPTION}FORM OF POPEYES FRANCHISE AGREEMENT {TEXT} {PAGE} EXHIBIT 10.4 POPEYES CHICKEN & BISCUITS FRANCHISE AGREEMENT BETWEEN AFC ENTERPRISES, INC . AND ___________________________________ Unit No.: ______ Dev. Agr. No.: ______ Dated: ______________ {PAGE} AFC ENTERPRISES, INC. POPEYES CHICKEN & BISCUITS FRANCHISE AGREEMENT TABLE OF _____________ AFC ENTERPRISES, INC – 10.4 POPEYES CHICKEN & BISCUITS FRANCHISE AGREEMENT BETWEEN AFC ENTERPRISES, INC. AND ___________________________________ Unit No.: ______ Dev. Agr. No.: ______ Dated: ______________ {PAGE} AFC ENTERPRISES, INC . POPEYES CHICKEN & BISCUITS FRANCHISE AGREEMENT TABLE OF CONTENTS {TABLE} {S} {C} I. APPOINTMENT................................................... 2 II. TERM.......................................................... 3 III. FEES.......................................................... 4 IV. ACCOUNTING _____________ AFC ENTERPRISES, INC – SEVERABILITY AND CONSTRUCTION................................. 34 XXII. ENTIRE AGREEMENT: SURVIVAL................................... 35 XXIII. ACKNOWLEDGMENTS............................................... 36 XXIV. APPLICABLE LAW: VENUE........................................ 36 XXV. CORPORATE FRANCHISEE.......................................... 37 {/TABLE} {PAGE} AFC ENTERPRISES, INC . POPEYES CHICKEN & BISCUITS FRANCHISE AGREEMENT THIS AGREEMENT (the "Agreement") is made this _______________ day of _________________, 20___, by and between AFC ENTERPRISES, _____________ AFC ENTERPRISES, INC – AFC ENTERPRISES, INC. POPEYES CHICKEN & BISCUITS FRANCHISE AGREEMENT THIS AGREEMENT (the "Agreement") is made this _______________ day of _________________, 20___, by and between AFC ENTERPRISES, INC . (f/k/a America's Favorite Chicken Company), a Minnesota corporation, having its principal place of business at Six Concourse Parkway, Suite _____________ AFC ENTERPRISES, INC – the following legend: "The transfer of this stock is subject to the terms and conditions of a Popeyes Chicken & Biscuits Franchise Agreement with AFC ENTERPRISES, INC . dated ___________. Reference is made to the provisions of said Franchise Agreement and to the Articles and By-Laws of this corporation." _____________ dt 490849 ;	Popeyes Chicken & Biscuits
$38	Preview Full Doc	2001	Franchise Agreement Franchise Agreement (135K) Doc #145312: Click preview link for longer preview. S A M P L E CHURCHS CHICKEN FRANCHISE AGREEMENT BETWEEN AFC ENTERPRISES, INC. AND ___________________________________ Unit No.: ___________ Dev. Agr. No.: ______ Dated: ______________ {PAGE} AFC ENTERPRISES, INC. CHURCHS CHICKEN FRANCHISE AGREEMENT TABLE OF CONTENTS {TABLE} {S} {C} I. APPOINTMENT........................................................ 2 II. TERM............................................................... 3 III. FEES............................................................... 4 IV. ACCOUNTING AND RECORDS............................................. 6 V. PROPRIETARY MARKS.................................................. 7 VI. OBLIGATIONS OF CORPORATE OR PARTNERSHIP FRANCHISEE................. 10 VII. CONFIDENTIAL OPERATING STANDARDS MANUAL............................ 10 VIII. TRAINING........................................................... 11 IX. DUTIES OF THE FRANCHISOR........................................... 12 X. DUTIES OF THE FRANCHISEE........................................... 12 XI. INSURANCE.......................................................... 17 XII. CONFIDENTIAL INFORMATION........................................... 20 XIII. COVENANTS.......................................................... 20 XIV. TRANSFERABILITY OF INTEREST........................................ 22 XV. TERMINATION........................................................ 25 XVI. EFFECT OF TERMINATION OR EXPIRATION................................ 28 XVII. TAXES, PERMITS, AND INDEBTEDNESS................................... 30 XVIII. INDEPENDENT CONTRACTOR AND INDEMNIFICATION......................... 30 XIX. APPROVALS AND WAIVERS.............................................. 31 XX. NOTICES............................................................ 31 XXI. SEVERABILITY AND CONSTRUCTION...................................... 32 XXII. ENTIRE AGREEMENT: SURVIVAL........................................ 33 XXIII. ACKNOWLEDGMENTS.................................................... 33 XXIV. APPLICABLE LAW: VENUE............................................. 34 XXV. CORPORATE FRANCHISEE............................................... 35 {/TABLE} i {PAGE} AFC ENTERPRISES, INC. CHURCHS CHICKEN FRANCHISE AGREEMENT THIS AGREEMENT (the "Agreement") is made this ____ day of __________, 20__, by and between AFC ENTERPRISES, INC. (f/k/a America's Favorite Chicken Company), a Minnesota corporation, having its principal place of business at Six Concourse Parkway, Suite 1700, Atlanta, Georgia, 30328-5352, U.S.A. ("Franchisor" or "Churchs") and ________________________________________________________________ [jointly and severally where more than one], ("Franchisee"). WITNESSETH: WHEREAS, Franchisor has developed and owns a unique system for opening and operating restaurants specializing in fried chicken and other menu items developed and owned by Franchisor (the "Churchs System" or "System"); WHEREAS, the distinguishing characteristics of Franchisor's Churchs System include, without limitation, the names "Churchs" and "Churchs Chicken"; specially designed buildings, distinctive interior and exterior layouts, decor, color schemes, and furnishings; confidential food formulae and recipes used in the preparation of food products and, particularly, a unique seasoning and batter formula for preparing Churchs chicken; specialized menus; standards and specifications for equipment, equipment layouts, products, operating procedures, and management programs, all of which may be changed, improved, and further developed by Franchisor from time to time; WHEREAS, Franchisor identifies the Churchs System by means of certain trade names, service marks, trademarks, logos, emblems, and other indicia of origin, including, but not limited to, the mark "Churchs" and "Churchs Chicken" and such other trade names, service marks, trademarks and trade dress as are now, or may hereafter, be designated by Franchisor for use in connection with the Churchs System (collectively referred to as the "Proprietary Marks"); WHEREAS, Franchisor continues to develop, use, and control the use of such Proprietary Marks in order to identify for the public the source of services and products marketed thereunder in the Churchs System and to represent the System's high standards of quality, appearance, and service; WHEREAS, Franchisee wishes to be assisted, trained, and licensed by Franchisor as a Churchs franchisee and licensed to use, in connection therewith, the Churchs System; WHEREAS, Franchisee understands the importance of the Churchs System and Churchs high and uniform standards of quality, cleanliness, appearance, and service, and the necessity of opening and operating Churchs Restaurants in conformity with the Churchs System; NOW, THEREFORE, the parties hereto agree as follows: 145312	AFC Enterprises AFC Enterprises, Inc. ( Apparel ) As referenced in this Franchise Agreement: AFC ENTERPRISES, INC – DESCRIPTION}FORM OF CHURCH'S FRANCHISE AGREEMENT {TEXT} {PAGE} EXHIBIT 10.6 S A M P L E CHURCHS CHICKEN FRANCHISE AGREEMENT BETWEEN AFC ENTERPRISES, INC . AND ___________________________________ Unit No.: ___________ Dev. Agr. No.: ______ Dated: ______________ {PAGE} AFC ENTERPRISES, INC. CHURCHS CHICKEN FRANCHISE AGREEMENT TABLE OF CONTENTS { _____________ AFC ENTERPRISES, INC – P L E CHURCHS CHICKEN FRANCHISE AGREEMENT BETWEEN AFC ENTERPRISES, INC. AND ___________________________________ Unit No.: ___________ Dev. Agr. No.: ______ Dated: ______________ {PAGE} AFC ENTERPRISES, INC . CHURCHS CHICKEN FRANCHISE AGREEMENT TABLE OF CONTENTS {TABLE} {S} {C} I. APPOINTMENT........................................................ 2 II. TERM............................................................... 3 III. FEES............................................................... 4 IV. ACCOUNTING AND _____________ AFC ENTERPRISES, INC – AND CONSTRUCTION...................................... 32 XXII. ENTIRE AGREEMENT: SURVIVAL........................................ 33 XXIII. ACKNOWLEDGMENTS.................................................... 33 XXIV. APPLICABLE LAW: VENUE............................................. 34 XXV. CORPORATE FRANCHISEE............................................... 35 {/TABLE} i {PAGE} AFC ENTERPRISES, INC . CHURCHS CHICKEN FRANCHISE AGREEMENT THIS AGREEMENT (the "Agreement") is made this ____ day of __________, 20__, by and between AFC ENTERPRISES, INC. ( _____________ AFC ENTERPRISES, INC – PAGE} AFC ENTERPRISES, INC. CHURCHS CHICKEN FRANCHISE AGREEMENT THIS AGREEMENT (the "Agreement") is made this ____ day of __________, 20__, by and between AFC ENTERPRISES, INC . (f/k/a America's Favorite Chicken Company), a Minnesota corporation, having its principal place of business at Six Concourse Parkway, Suite _____________ AFC ENTERPRISES, INC – it the following legend: "The transfer of this stock is subject to the terms and conditions of a Churchs Chicken Franchise Agreement with AFC ENTERPRISES, INC . dated ___________. Reference is made to the provisions of said Franchise Agreement and to the Articles and By-Laws of this corporation." _____________ dt 490850 ;	Church's Chicken
$45	Preview Full Doc	2001	Franchise Agreement Franchise Agreement (169K) Doc #145314: Click preview link for longer preview. SEATTLE'S BEST COFFEE FRANCHISE AGREEMENT BETWEEN SEATTLE'S BEST COFFEE, LLC AND ____________________________ Unit No.: ______ Dev. Agr. No.: ______ Dated: _______________ [_] Cafe [_] Kiosk {PAGE} SEATTLE'S BEST COFFEE, LLC SEATTLE'S BEST COFFEE FRANCHISE AGREEMENT TABLE OF CONTENTS {TABLE} {CAPTION} {S} {C} 1. APPOINTMENT.............................................. 1 2. TERM..................................................... 2 III. FEES..................................................... 4 IV. ACCOUNTING AND RECORDS................................... 6 V. PROPRIETARY MARKS........................................ 7 VI. OBLIGATIONS OF CORPORATE OR PARTNERSHIP FRANCHISEE....... 9 VII. CONFIDENTIAL OPERATING STANDARDS MANUAL.................. 9 VIII. TRAINING................................................. 10 IX DUTIES OF THE FRANCHISOR................................. 11 X. DUTIES OF THE FRANCHISEE................................. 11 XI. INSURANCE................................................ 15 XII. CONFIDENTIAL INFORMATION................................. 17 XII. COVENANTS................................................ 18 XIV. TRANSFERABILITY OF INTEREST.............................. 20 XV. TERMINATION.............................................. 22 XVI. EFFECT OF TERMINATION OR EXPIRATION...................... 25 {/TABLE} i {PAGE} {TABLE} {S} {C} XVII. TAXES, PERMITS, AND INDEBTEDNESS......................... 26 XVIII. INDEPENDENT CONTRACTOR AND INDEMNIFICATION............... 26 XIX. APPROVALS AND WAIVERS.................................... 28 XX. NOTICES.................................................. 28 XXI. SEVERABILITY AND CONSTRUCTION............................ 29 XXII. ENTIRE AGREEMENT: SURVIVAL............................... 30 XXIII. ACKNOWLEDGMENTS.......................................... 30 XXIV. APPLICABLE LAW: VENUE.................................... 31 XXV. CORPORATE FRANCHISEE..................................... 32 {/TABLE} EXHIBIT A - NOTICE OF COMMENCEMENT DATE EXHIBIT B - SHAREHOLDERS OF FRANCHISEE ii {PAGE} SEATTLE'S BEST COFFEE FRANCHISE AGREEMENT THIS AGREEMENT (the "Agreement") is made this _______ day of _________________, 20___, by and between SEATTLE,S BEST COFFEE, LLC, a Washington limited liability company, having its principal place of business at 1321 Second Avenue, Suite 200, Seattle, Washington 98101 ("Franchisor" or "SEATTLE'S BEST COFFEE") and _________________________________ __________________________________________, [jointly and severally where more than one], ("Franchisee"). WITNESSETH: WHEREAS, Franchisor has developed and owns a unique and distinctive system for the development, establishment and operation of retail Cafes ("SBC Cafes") and Kiosks ("SBC Kiosks") (collectively, "SBC Retail Units") specializing in the preparation and sale of specialty coffee beverages, proprietary coffee products and other menu items developed and owned by Franchisor (the "Seattle's Best Coffee System", "SBC System" or "System"); WHEREAS, the distinguishing characteristics of the SBC System include, without limitation, the name "SEATTLE'S BEST COFFEE"; distinctive interior and exterior design and layouts, decor, color schemes, and furnishings; confidential food formulae and recipes used in the preparation of food products, formulas and specifications for preparing specialty coffee drinks and other coffee and non- coffee-based products; specialized menus; standards and specifications for equipment, equipment layouts, products, operating procedures, and management programs, all of which may be changed, improved, and further developed by Franchisor from time to time; WHEREAS, Franchisor identifies the SBC System by means of certain trade names, service marks, trademarks, logos, emblems, and other indicia of origin, including, but not limited to, the marks "SEATTLE'S BEST COFFEE", "SBC" and such other trade names, service marks, trademarks and trade dress as are now, or may hereafter, be designated by Franchisor for use in connection with the SBC System (collectively referred to as the "Proprietary Marks"); WHEREAS, Franchisor continues to develop, use, and control the use of such Proprietary Marks in order to identify for the public the source of services and products marketed thereunder in the SBC System and to represent the System's high standards of quality, appearance, and service; 1 {PAGE} WHEREAS, Franchisee wishes to be assisted, trained, and licensed by Franchisor as an SBC franchisee and licensed to use, in connection therewith, the SBC System and to continuously operate one SBC Retail Unit at the location specified in Section 1.01 herein (the "Franchised Location"); WHEREAS, Franchisee understands the importance of the SBC System and SEATTLE'S BEST COFFEE's high and uniform standards of quality, cleanliness, appearance, and service, and the necessity of opening and operating SBC Retail Units in conformity with the SBC System; NOW, THEREFORE, the parties hereto agree as follows: I. APPOINTMENT 1.01. Franchisor grants to Franchisee a franchise to open and operate an SBC Unit (the "Franchised Unit", or "Franchised Business") at one location only, such location to be described as: Store Number: __________________________ Franchised Location: __________________________ __________________________ __________________________ __________________________ Unit Format: [_] SBC Cafe [_] SBC Kiosk upon the terms and conditions herein contained and subject to the terms and conditions contained in the development agreement between Franchisor and Franchisee, dated ______________, (the "Development Agreement"), which is incorporated herein by reference; and a license to use in connection therewith Franchisor's Proprietary Marks and the SBC System. Franchisee may not operate the Franchised Unit at any site other than the Franchised Location. 1.02. Except as otherwise set forth herein, (a) the franchise granted to Franchisee under this Agreement is non-exclusive, and grants to Franchisee the rights to establish and operate the Franchised Unit at only the specific location set forth hereinabove, (b) no exclusive, protected or other territorial rights in the contiguous area or market of such Franchised Unit or otherwise is hereby granted or to be inferred and (c) Franchisor and/or its affiliates have the right to operate and grant as many other franchises for the operation of SBC Retail Units, anywhere in the world, as they shall, in their sole discretion, elect. In addition to the foregoing, Franchisor may sell SBC brand coffee and related coffee products 145314	AFC Enterprises AFC Enterprises, Inc. ( Apparel ) As referenced in this Franchise Agreement: AFC Enterprises, Inc – to the other party: Notices to Franchisor: Franchise Department SEATTLE'S BEST COFFEE, LLC. 1321 Second Avenue Suite 200 Seattle, WA 98101 cc: AFC Enterprises, Inc . Six Concourse Parkway Suite 1700 Atlanta, GA 30328 ATTN: Legal Department 43 {PAGE} Notices to Franchisee: ____________________________ ____________________________ ____________________________ All written notices _____________ dt 490851 ;	Seattle's Best Coffee, LLC
$43	Preview Full Doc	2000	Master Franchise Agreement Master Franchise Agreement (55K) Doc #146092: Click preview link for longer preview. GREEN BURRITO MASTER FRANCHISE AGREEMENT THIS AGREEMENT is made as of the 5th day of June, 2000 and shall take effect 30 days thereafter ("Effective Date"), by and among CKE Restaurants, Inc. ("CKR"), Carl Karcher Enterprises, Inc. ("CKE") and Hardee's Food Systems, Inc. ("HFS") (CKR, CKE and HFS shall be collectively referred to as the "CKR Companies"), and Green Burrito Grill Franchise Corporation (formerly known as GB Franchise Corporation) and Santa Barbara Restaurant Group, Inc. (collectively "GBGF"). RECITALS CKE has developed and owns a unique and distinctive system ("Carl's Jr. System") relating to the development, establishment and operation of fast service restaurants ("Carl's Jr. Restaurants"). HFS has developed and owns a unique and distinctive system ("Hardee's System") relating to the development, establishment and operation of fast service restaurants ("Hardee's Restaurants"). GBGF has developed and owns a unique and distinctive system ("GB System") relating to the development, establishment and operation of fast service restaurants that feature Mexican food products. GBGF also has successfully developed a method for inserting the GB System into an existing restaurant concept which permits operation of the GB System and the other restaurant system side-by-side from the same location ("GB Dual Concept System"). The CKR Companies and GBGF have entered into a number of agreements, including but not limited to, a Settlement and Development Agreement dated May 30, 1995, as subsequently amended ("Settlement Agreement"), a Master Subfranchise Agreement dated December 1, 1995, as subsequently amended ("Master Agreement") and individual Franchise Agreements, pursuant to which the CKR Companies have been licensed by GBGF to develop and operate at company-owned Carl's Jr. and Hardee's Restaurants, and to subfranchise Carl's Jr. and Hardee's franchisees to develop and operate at franchised Carl's Jr. and Hardee's Restaurants, Carl's Jr. and Hardee's Restaurants that utilize the GB Dual Concept System ("Dual Concept Restaurants"). As a result of the parties' experience in developing and operating, and subfranchising franchisees to develop and operate, Dual Concept Restaurants, the parties desire to restructure their relationship. GBGF desires to assign to CKE, and CKE is willing to assume, GBGF's rights and obligations as franchisor under certain Green Burrito Franchise Agreements with third party franchisees ("GB Franchise Agreements"). Accordingly, the parties are entering into this Agreement to terminate all prior agreements between or among them pertaining to the development, operation or subfranchising of Dual Concept Restaurants by the CKR Companies and replace those prior agreements with this Agreement and to assign to CKE certain of the GB Franchise Agreements. NOW THEREFORE, in consideration of the mutual covenants, agreements and obligations set forth below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: -1- {PAGE} 2 I. GENERALLY APPLICABLE PROVISIONS 1. TERMINATION OF PRIOR AGREEMENTS As of the Effective Date, the Settlement Agreement, the Master Agreement and all prior agreements between or among the parties pertaining to the development, operation or subfranchising of Dual Concept Restaurants by the CKR Companies are terminated and are replaced by this Agreement. 2. GRANT OF RIGHTS A. GRANT GBGF hereby grants to the CKR Companies the right, throughout the United States, during the Development Term (as defined below): (1) to develop and operate Dual Concept Restaurants utilizing the GB Dual Concept System ("CKR Dual Concept Restaurants"); and (2) to license existing and prospective Carl's Jr. and Hardee's franchisees ("Franchisees") to develop and operate Dual Concept Restaurants utilizing the GB Dual Concept System in connection with their Carl's Jr. or Hardee's Restaurants ("Franchised Dual Concept Restaurants"). The provisions of this Agreement also shall apply to the Dual Concept Restaurants operated and subfranchised by CKE that are in existence as of the date of this Agreement. B. SCOPE OF LIMITED EXCLUSIVITY GRANTED TO THIRD PARTIES In order to avoid restricting the development of Dual Concept Restaurants by the CKR Companies and their Franchisees, GBGF agrees that, unless otherwise agreed to by the CKR Companies and GBGF, during the Development Term (as defined below), GBGF will not, in the state of California and Pima County, Arizona, grant, or permit their subsidiaries or affiliates to grant, exclusivity to any franchisee or subfranchisee of the GB System or the GB Dual Concept System in excess of a radius of 1.5 miles of the restaurant licensed to use the GB System or the GB Dual Concept System. 3. DEVELOPMENT TERM The initial term of the rights granted to the CKR Companies pursuant to this Agreement to develop and subfranchise the development of Dual Concept Restaurants shall begin as of the Effective Date and terminate on December 31, 2004 ("Development Term"). Unless this Agreement has been terminated prior to the expiration of the Development Term, the CKR Companies shall have the option to renew this Agreement for a renewal Development Term; provided the parties are able to agree, prior to the expiration of the Development Term, on a development schedule for, and the length of, the renewal Development Term. The expiration or termination of the Development Term shall only affect the right of the CKR Companies to develop or subfranchise additional Dual Concept Restaurants and shall not affect the operation of existing Dual Concept Restaurants the term of which, for CKR Dual Concept Restaurants, shall be as provided in Part III of this Agreement, and the term of which, for Franchised Dual Concept Restaurants, shall be as provided in the each franchise or license agreement entered into by CKE or HFS and a Franchisee. 146092	CKE Restaurants, Inc. CKE Restaurants, Inc. ( Restaurants ) As referenced in this Master Franchise Agreement: CKE Restaurants, Inc – AGREEMENT is made as of the 5th day of June, 2000 and shall take effect 30 days thereafter ("Effective Date"), by and among CKE Restaurants, Inc . ("CKR"), Carl Karcher Enterprises, Inc. ("CKE") and Hardee's Food Systems, Inc. ("HFS") (CKR, CKE and HFS shall be collectively referred to _____________ CKE RESTAURANTS, INC – IN WITNESS WHEREOF, the parties have duly executed, sealed and delivered this Agreement as of the day and year first written above. ATTEST: CKE RESTAURANTS, INC . By: By: ------------------------------- --------------------------------- Title: Title: ---------------------------- ----------------------------- Date: ------------------------------ ATTEST: CARL KARCHER ENTERPRISES, INC. By: By: ------------------------------- --------------------------------- Title: Title: ---------------------------- ----------------------------- Date: ------------------------------ ATTEST: HARDEE'S FOOD SYSTEMS, INC. By: _____________ dt 362086 ; CKE Restaurants CKE Restaurants, Inc. ( Apparel ) As referenced in this Master Franchise Agreement: CKE Restaurants, Inc – AGREEMENT is made as of the 5th day of June, 2000 and shall take effect 30 days thereafter ("Effective Date"), by and among CKE Restaurants, Inc . ("CKR"), Carl Karcher Enterprises, Inc. ("CKE") and Hardee's Food Systems, Inc. ("HFS") (CKR, CKE and HFS shall be collectively referred to _____________ CKE RESTAURANTS, INC – IN WITNESS WHEREOF, the parties have duly executed, sealed and delivered this Agreement as of the day and year first written above. ATTEST: CKE RESTAURANTS, INC . By: By: ------------------------------- --------------------------------- Title: Title: ---------------------------- ----------------------------- Date: ------------------------------ ATTEST: CARL KARCHER ENTERPRISES, INC. By: By: ------------------------------- --------------------------------- Title: Title: ---------------------------- ----------------------------- Date: ------------------------------ ATTEST: HARDEE'S FOOD SYSTEMS, INC. By: _____________ dt 506464 ;	Carl Karcher Enterprises, Inc.; Hardee's Food Systems, Inc.
$37	Preview Full Doc	2003	Standstill Agreement Standstill Agreement (17K) Doc #153754: Click preview link for longer preview. STANDSTILL AGREEMENT June 17, 2003 The parties to this agreement are New World Restaurant Group, Inc., a Delaware corporation (the Company), and BET Associates, L.P., a Delaware limited partnership (BET).