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Amend No. 1 To Note Purchase Agreement

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Sectors: Retail
Governing Law: New York, View New York State Laws
Effective Date: January 01, 1996
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AMENDMENT NO. 1


TO


NOTE PURCHASE AGREEMENT


THIS AMENDMENT NO. 1 TO NOTE PURCHASE AGREEMENT (this "Amendment No. 1"), dated as of June __, 1996, is made by and among AmeriKing, Inc. (formerly NRE Holdings, Inc.), a Delaware corporation (the "Company"), National Restaurant Enterprises, Inc., a Delaware corporation, and a wholly-owned subsidiary of Holdings ("NRE"), and PMI Mezzanine Fund L.P., a Delaware limited partnership (the "PMI"). Capitalized terms not defined herein shall have the meanings ascribed to them in the Note Purchase Agreement, dated as of February 7, 1996, among the Company, NRE and PMI (the "Note Purchase Agreement").


W I T N E S S E T H:


WHEREAS, the Company, NRE and PMI are parties to the Note Purchase Agreement; and


WHEREAS, Section 3.3 of the Note Purchase Agreement provides for the prepayment of the Subordinated Notes upon the occurrence of certain events; and


WHEREAS, the Company, NRE and PMI wish to amend Section 3.3 to provide for prepayment of the Subordinated Notes upon the termination of the Warrants pursuant to the terms and conditions of Amendment No. 1 to Common Stock Purchase Warrants, dated as of the date hereof, and as set forth herein.


NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency which are hereby acknowledged, the parties agree that, from and after the date hereof, the Note Purchase Agreement be, and hereby is, amended as follows:


A G R E E M E N T:


SECTION 1. Amendment. Effective as of the date hereof, Section 3.3 of the Note Purchase Agreement shall be amended by the addition of a subsection (c) as set forth below:


3.3 (c) In the case of a Termination Event (as defined in
Amendment No. 1 to the Common Stock Purchase Warrants,
"Amendment No. 1") and
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