Initial Public Offering (IPO): Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) 112 656K
9: EX-10.10 Amendment No. 2 to Loan and Security Agreement 10 32K
10: EX-10.11 Pledge Agreement, Made as of March 31, 1995 17 46K
11: EX-10.12 Pledge Agreement, Made as of March 31, 1995 16 45K
12: EX-10.13 Subordination Agreement, Dated March 31, 1995 9 34K
13: EX-10.14 Unconditional Guaranty, Made March 31, 1995 12 35K
14: EX-10.15 Subordinated Note, Dated March 31, 1995 16 68K
15: EX-10.16 Subordinated Note, Dated March 31, 1995 11 45K
16: EX-10.17 Form of Distribution Agreement 19 54K
17: EX-10.18 Form of Amendment Agreement 15 24K
18: EX-10.19 Addendum to Form of Distribution Agreement 4 18K
19: EX-10.22 Employment Agreement:Adzia 9 40K
20: EX-10.23 Employment Agreement:Garcia De Quevedo 16 40K
21: EX-10.24 Employment Agreement: Andruskiewicz 9 39K
22: EX-10.25 Employment Agreement:Foley 13 38K
2: EX-10.3 Stock Subscription Warrant, Dated March 31, 1995 26 96K
3: EX-10.4 Agreement Dated November 10, 1994 88 268K
4: EX-10.5 Purchase Agreement Amendment Dated Feb. 24, 1995 25 72K
5: EX-10.6 Second Purchase Agreement Amendment 2 15K
6: EX-10.7 Third Purchase Agreement Amendment 2 14K
7: EX-10.8 Loan and Security Agreement Dated March 31, 1995 185 566K
8: EX-10.9 Amendment No. 1 to Loan and Security Agreement 8 26K
23: EX-21.1 Subsidiaries of the Company 1 8K
24: EX-23.1 Consent of Kpmg Peat Marwick LLP 1 9K
25: EX-23.2 Consent of Price Waterhouse LLP 1 8K
26: EX-27.1 Financial Data Schedule 1 11K
EX-10.19 — Addendum to Form of Distribution Agreement
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EXHIBIT 10.19
ADDENDUM TO FORMS OF
DISTRIBUTION AGREEMENT AND
AMENDMENT AGREEMENT
Amendments To Distribution Agreements
and Amendment Agreements as
Set Forth in the Exclusive Distributor Agreement,
dated June 30, 1992, as amended as of December 7, 1994,
between Burger King Corporation ("BKC") and BKDA Corporation (the "Company")
1. The provision of Section 2(d) of each of the Distribution
Agreements that permits the Purchasing Agent "to require the
payment of such reasonable sums from Distributor to the third
party Purchasing Agent as the third party deems appropriate in
compensation for the services provided by it" is amended as to
only require Distributor to collect from its customers which are
Burger King restaurants amounts that such customers may be
required to pay to the Purchasing Agent and remit such amounts to
the Purchasing Agent.
2. The limitation of liability in Section 27 of each of the
Distribution Agreements is amended to apply solely to breaches of
such Distribution Agreements and not to any other agreement
between BKC and Distributor.
3. Notwithstanding the terms and provisions of the Distribution
Agreements, BKC's right to terminate any Distribution Agreement
(or the Approval granted thereby) as a result of one or more
breaches or events giving rise to a right of termination pursuant
to the Distribution Agreements and BKC's right to terminate any
Amendment Agreement as a result of one or more breaches or events
giving rise to a right of termination pursuant to the Amendment
Agreements shall be subject to the provisions contained in
Section 16 of the Exclusive Distributor Agreement (see attached
Schedule I).
BKC also agrees not to terminate any Distribution Agreement
pursuant to Section 24 thereof unless the act or event giving
rise to such right also gives rise to a right to terminate the
Exclusive Distributor Agreement other than pursuant to a
provision thereof which bases termination upon termination of the
Distribution Agreements. BKC agrees that the requirements of the
Distribution Agreements will be applied on a basis no less
favorable to Distributor than they are applied to any other BKC
approved distributor.
4. The Company may, upon the approval of BKC, which shall not be
unreasonably withheld, close, replace or consolidate, a Service
Center, provided that the same or better service is provided at
the same or less cost.
5. Section 21 of each of the Distribution Agreements is amended to
reflect the agreement that such section is satisfied if the
Company continues to hold the approvals, permits and
licenses that constitute in the Company's reasonable business
judgment all material permits required to operate the Business
(defined as the division, Burger King Distribution Services,
owned and operated by BKC prior to the sale of certain of its
assets and liabilities to the Company).
6. BKC represents and warrants and covenants that the scope and
terms of the license granted to the Company to use the trademark
"Burger King Bun Halves Logo" and associated graphics pursuant to
the Amendment Agreements is, and will be, no less favorable to
the Company than, and subject to no greater restrictions than,
the scope and terms of the license to use such property that is
granted to any other BKC approved distributor.
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SCHEDULE I
Section 16. If the Company repeatedly fails or
refuses to comply with any one or more of its obligations hereunder, resulting
in a material default which is incapable of being cured or which is capable of
being cured and is not cured promptly after notice of such default to the
Company (a "Breach"), BKC must give notice thereof to the Company, describing
the Breach, and must in that notice specify a date, not less than thirty (30)
days after the giving of the notice, on which this Agreement shall terminate
unless the Breach has by that date been substantially cured. If the Breach has
been substantially cured by the date so specified this Agreement shall not
terminate, but the occurrence of the Breach may be considered in determining
whether any subsequent failure or refusal to comply with the Company's
obligations constitutes a Breach; provided, however, that BKC may suspend its
approval (each, a "Suspension") of the Company to supply any Product (defined as
all items of Burger King approved food, paper, dairy, produce, uniforms, syrup
and other products) or Products from a Service Center (defined as a particular
distribution facility or warehouse operated by Burger King Distribution
Services) in accordance with the terms of the Distribution Agreements if, but
only so long as, in the judgment of BKC, either the Service Center or the
failure by the Company to comply with the performance standards or requirements
under the Distribution Agreements as they apply to the Service Center, the
Product or the Products, presents or is likely to present in the immediate
future an imminent danger to the consumer, to restaurant employees, to any third
party or to the Burger King System or is in violation of the requirements of
applicable government health, safety or sanitation standards. If any applicable
law or regulation requires a greater period for prior notice of termination, the
prior notice required by such law or regulation shall be substituted for the
notice requirements herein. The failure of BKC to terminate the Agreement upon
the occurrence of one or more Breaches by the Company in its performance of any
obligations hereunder shall not constitute a waiver or otherwise affect the
right of BKC to terminate the Agreement for any subsequent Breach. Furthermore,
failure by BKC to exercise any of its rights or remedies hereunder or to insist
on strict compliance by the Company with any of the terms hereof shall not
constitute a waiver of any of the terms or conditions hereof with respect to any
other or subsequent Breach nor shall it constitute a waiver by BKC of its right
at any time thereafter to require compliance with the terms hereof as provided
herein. The rights or remedies granted to BKC herein are in addition to any
other rights or remedies which may be granted by law.
In addition to the above, a Breach hereunder shall
be deemed to exist if any of the following events shall occur and be continuing:
(i) if a proceeding is instituted (and not dismissed within 60 days) by or
against either party under any applicable Federal or State bankruptcy,
insolvency, reorganization or other similar law to be adjudicated a bankrupt or
insolvent; (ii) the appointment of or taking possession by a custodian,
receiver, liquidator, assignee, trustee or similar official of all or a
substantial part of the assets of either party; (iii) the assignment for the
benefit of creditors of either party; (iv) if either party shall admit in
writing its inability to pay its debts as they become due; (v) the Annual
Statement (defined as a statement, prepared by the Company and submitted to BKC
on or before the 31st day of January of each year during the term of this
Agreement, certified by the chief financial officer of the Company as
3
being correct and in compliance with the terms of this Agreement) is fraudulent;
or (vi) the Company shall no longer be a BKC approved distributor by reason of
the termination or expiration of the Distribution Agreements pursuant to the
terms thereof and hereof.
4
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-1’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 9/6/96 | | | | | | | None on these Dates |
| | 12/7/94 | | 1 |
| | 6/30/92 | | 1 |
| List all Filings |
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