Exhibit
10.1
AMENDMENT TO ASSET PURCHASE
AGREEMENT
This
Agreement effective the ____ day of June, 2008 (the “
Amendment
”) is to
Amend the Asset Purchase Agreement by and among Rick’s Cabaret International,
Inc., a Texas corporation (“Rick’s”), its wholly owned subsidiary, RCI
Entertainment (Las Vegas), Inc., a Nevada corporation (the “Purchaser”), DI Food
and Beverage of Las Vegas, LLC, a Nevada limited liability company (“DI Food” or
“Seller”) and Harold Danzig (“Danzig”), Frank Lovaas (“Lovaas”) and Dennis
DeGori (“DeGori”), who are all members of DI Food. Messrs. Danzig, Lovaas and
DeGori are hereinafter collectively referred to herein as
“Members.”
RECITALS
WHEREAS,
Purchaser, Rick’s, Seller and the Members entered into an Asset Purchase
Agreement dated April 17, 2008, (“Purchase Agreement”) for (i) the acquisition
by Purchaser of all of the assets owned by the Seller which are associated or
used in connection with the operation of an adult entertainment cabaret known as
“SCORES” located at 3355 Procyon Street, Las Vegas, Nevada 89102 (the “Real
Property” or the “Premises”), all as set forth in the Purchase Agreement; and
(ii) the entering into an Option Agreement pursuant to which either the
Purchaser or Seller may exercise the option to purchase the Real Property where
SCORES is located; and
WHEREAS,
Purchaser, Rick’s, Seller and the Members wish to amend Section 4.1 of the
Purchase Agreement to change the Closing Date; and
WHEREAS,
Purchaser, Rick’s, Seller and the Members wish to amend Section 11.1 of the
Purchase Agreement to change the Termination Date.
NOW,
THEREFORE, in consideration of the foregoing, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:
1. All
capitalized terms used herein shall have the meanings assigned to them in the
Purchase Agreement unless expressly defined otherwise in this
Amendment.
2. Except
as otherwise specifically provided herein, all terms and conditions of the
Purchase Agreement shall apply to the interpretation and enforcement of this
Amendment as if explicitly set forth herein.
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Amendment to Purchase Agreement
3. Amendment
to Section 4.1 of the Purchase Agreement.
Purchaser,
Rick’s, Seller and Members hereby amend Section 4.1 of the Purchase Agreement in
its entirety to read as follows:
“
The
Closing
. The closing of the transactions contemplated by this
Agreement shall take place on or before July 2, 2008 (the “Closing Date”), at
the offices of Shimon & Lovaas, a Professional Corporation, 3016 W.
Charleston Blvd., Suite 210, Las Vegas, Nevada 89102, or at such other time and
place as agreed upon among the parties hereto (the “Closing”).”
4. Amendment
to Section 11.1 of the Purchase Agreement.
Purchaser,
Rick’s, Seller and Members hereby amend Section 11.1 of the Purchase Agreement
in its entirety to read as follows:
“
Termination of
Agreement
. This Agreement shall terminate and be of no force
and effect and all other agreements executed herewith shall be of no force and
effect if: (i) the transactions contemplated by this Agreement,
including the sale of the Purchased Assets are not consummated on or before July
2, 2008, unless all of the parties hereto agree in writing to extend the
Agreement or (ii) all of the parties agree in writing to terminate this
Agreement sooner.”
5. This
Amendment shall be of no force and effect until receipt and execution of this
Amendment by Purchaser, Rick’s, Seller and the Members. This
Amendment may be executed in counterparts, each of which shall be deemed an
original, but all of which shall be deemed one instrument, by facsimile
signature of any of the parties, each of which shall be deemed an original for
all purposes.
6. Except
as expressly amended hereby, the Purchase Agreement remains in full force and
effect. Any references to the Purchase Agreement shall refer to the
Purchase Agreement as amended hereby.
[signature
page follows]
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Amendment to Purchase Agreement
IN WITNESS WHEREOF, the undersigned
have executed this Amendment effective as of the date first set forth
above.
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RICK’S
CABARET INTERNATIONAL, INC.
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/s/ Eric Langan
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By:
Eric Langan,
President
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RCI
ENTERTAINMENT (LAS VEGAS), INC.
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/s/ Eric Langan
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By:
Eric Langan,
President
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DI
FOOD AND BEVERAGE OF LAS VEGAS, LLC
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/s/
Dennis DeGori
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By:
Dennis DeGori,
Manager
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/s/ Harold Danzig
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Harold
Danzig, Individually,
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Member
of DI Food and Beverage of Las Vegas, LLC
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/s/ Frank Lovaas
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Frank
Lovaas, Individually,
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Member
of DI Food and Beverage of Las Vegas, LLC
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/s/
Dennis DeGori
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Dennis
DeGori, Individually,
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Member
of DI Food and Beverage of Las Vegas,
LLC
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Amendment to Purchase Agreement
Exhibit
99.1
FOR
IMMEDIATE RELEASE
RICK’S
CABARET INTERNATIONAL, INC. SETS NEW DATE FOR CLOSING ON ACQUISITION OF
SCORES-LAS VEGAS CLUB
HOUSTON
– (June
9, 2008) –
Rick’s
Cabaret International, Inc
. (NASDAQ: RICK) said today it has extended the
date for closing on the acquisition of the Scores-Las Vegas adult nightclub to
July 2, 2008.
The new
date agreed to with the sellers of the club was selected to allow for the
completion of the transfer of various state and local permits. Under terms of
the purchase agreement signed on April 17, 2008 the transaction was to have
closed on or before June 10, 2008. No other terms of the agreement have been
changed.
Under
terms of the agreement Rick’s Cabaret will purchase Scores-Las Vegas from
DI Food & Beverage of Las Vegas,
LLC
for $16 million in cash and a $5 million convertible debenture
bearing 4 percent interest. As part of the acquisition Rick’s Cabaret
also acquires an option to buy the property on which the club is located, just
off the Las Vegas Strip.
Closing
on the transaction is subject to certain closing conditions, including but not
limited to Rick’s Cabaret obtaining adequate financing, approval by relevant
regulatory authorities of the transfer of ownership in the selling entity and
other conditions consistent with transactions of this type. As a
condition of closing the sellers have agreed to demonstrate gross revenues for
the preceding 12 months of at least $18.5 million and earnings before income
tax, depreciation and amortization of not less than $4 million. The company
believes this acquisition will add 29 cents per share to earnings on an annual
basis.
About Rick’s
Cabaret
: Rick’s Cabaret
International, Inc. (NASDAQ: RICK) operates upscale adult nightclubs serving
primarily businessmen and professionals that offer live adult entertainment,
restaurant and bar operations. The company owns, operates or licenses adult
nightclubs in New York City, Miami, Philadelphia, New Orleans, Charlotte,
Dallas, Houston, Minneapolis and other cities under the names "Rick's Cabaret,"
"XTC," “Club Onyx” and “Tootsie’s Cabaret”. Sexual contact is not permitted at
these locations. Rick’s Cabaret also owns the adult Internet membership Web
site,
couplestouch.com
, and a network of online adult auction
sites under the flagship URL
naughtybids.com
. Rick’s Cabaret common stock is traded
on NASDAQ under the symbol RICK. For further information contact
[email protected]
.
Forward-looking
Statements
: This document
contains forward-looking statements that involve a number of risks and
uncertainties that could cause the company’s actual results to differ materially
from those indicated in this document, including the risks and uncertainties
associated with operating and managing an adult business, the business climates
in New York City and elsewhere, the success or lack thereof in launching and
building the company’s businesses in New York City and elsewhere, risks and
uncertainties related to the operational and financial results of our Web sites,
conditions relevant to real estate transactions, and numerous other factors such
as laws governing the operation of adult entertainment businesses, competition
and dependence on key personnel. Rick's has no obligation to update or revise
the forward-looking statements to reflect the occurrence of future events or
circumstances. For further information visit www.ricks.com <
http://www.ricks.com/
>.
