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Home My WebLink About830309.tiffRESOLUTION RE: APPROVAL OF CHANGE OF OWNERSHIP REQUEST FOR FERMENTED MALT BEVERAGE LICENSE FOR THE SALE OF FERMENTED MALT BEVERAGE CONTAINING NOT MORE THAN 3.2% OF ALCOHOL BY WEIGHT, FOR CONSUMPTION ON THE PREMISES ONLY, ISSUED TO WINNY ENTERPRISES, INC., D/B/A PIZZA HUT RESTAURANT - EXPIRES DECEMBER 18, 1984 WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, Winny Enterprises, Inc., dba Pizza Hut Restaurant, Greeley, Colorado 80631, has presented an application for a County Retail License for the sale of 3.2% of alcohol by weight for consuption on the premises only, and WHEREAS, pursuant to Weld County Ordinance No. II., C., said applicant has paid the sum of $150.00 of Weld for the change of ownership of the existing $7.50 for the County License fee, and WHEREAS, said applicant has paid to the State Department of Revenue the sum of $67.50, pursuant to Section 12-46-117(5), CRS 1973, as amended, of which sum $42.50 is to be forwarded to the State Department of Revenue to be credited to Fund, pursuant to the requirements of Section as amended, and said applicant for the sale of 3.2% fermented the premises only, outside the city in the County of Weld, at 2525 8th Avenue, NOW, THEREFORE, BE IT missioners of Weld County, 6, Section to the County license and the Old Age Pension 12-46-110, CRS 1973, has produced a State Retail License malt beverages for consumption on corporate limits of any town or the location described as follows: Greeley, Colorado 80631 RESOLVED that the Board of County Com- Colorado, having examined said appli- cation and the other qualifications of the applicant, does hereby grant License No. 84-5 to said applicant to sell 3.2% fermented malt beverages for consumption on the premises only, only at retail at said location, and does hereby authorize and direct 830309 Page 2 RE: 3.2% BEER LICENSE WINNY ENTERPRISES, INC. the issuance of said license by the Chairman of the Board of County Commissioners of Weld County, Colorado, attested to by the County Clerk and Recorder of Weld County, Colorado, which license shall be in effect from the 19th day of December, 1983, to the 18th day of December, 1984, providing that said place where the licensee is authorized to sell the 3.2% fermented malt beverages, for consumption on the premises only, shall be con- ducted in strict conformity to all the laws of the State of Colorado and the rules and regulations relating thereto, hereto- fore passed by the Board of County Commissioners of Weld County, Colorado, and any violation thereof shall be cause for revocation of the license. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 5th day of December, A.D., 1983. BOARD OF COUNTY COMMISSIONERS ATTEST: " WELD COUNTY, COLORADO Weld County Clerk and Recorder and Clerk to the Board Byt- a ant --11.4-c4) Deputy County C erk APPROVED AS TO FORM: 7 S-x-z2 ounty Attorney Chuck Carlson, Chairman T. Martin, Pro-Tem EXCUSED DATE OF SIGNING - AYE Gene R. Brantner Norman Carlson _c..cqueha otpe hn o \�� ` DAY FILE: December 28, 1983 19..a4.. NON -TRANSFERABLE co vi w w vz cn DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT DIVISION STATE CAPITOL ANNEX 1375 SHERMAN STREET DENVER, COLORADO 80261 ' LIABILITY INFORMATION USE LICENSE NUMBER FOR _ ALL REFERENCE COUNTYCITY IXDUBT.IT11E LIABILITY DATE NAME AND DESCRIPTION OF LICENSE FEE THIS LICENSE IS ISSUED SUBJECT TO THE LAWS OF THE STATE OF COLORADO AND ESPECIALLY UNDER THE PROVISIONS OF TITLE 12, ARTICLE 46, CRS 1973, AS AMENDED. THIS LICENSE IS NON -TRANSFERABLE AND SHALL BE CONSPICUOUSLY POSTED IN THE PLACE ABOVE DESCRIBED, ANY INFORMATION CHANGES TO THE LIQUOR LICENSE INVOLVING OWNERSHIP OR FINANCIAL INTEREST IN THE LICENSED PREMISES MUST BE REPORTED, WITHIN 10 DAYS, IN WRITING TO THE DEPART- MENT OF REVENUE, LIQUOR ENFORCEMENT DIVISION, STATE CAPITOL ANNEX, 1375 SHERMAN STREET, DENVER, COLORADO 80261. IN TESTIMONY WHEREOF, 1 HAVE HEREUNTO SET MY HAND AND G \%\*3 DRL 401 8 (Rev. 11/82) EXECUTIVE DIRECTOR PIZZA HST' 02525 8TH 04ugNNE T QEELs>e COLORADO e.M..= e�tl�w'.i.C.Ltl�•wCiw.. C.o w ..••••• w— w www w •••••' w— wmg. w.. man ..wii.•••••••.•�wN•TriwM��.'.•i=wwbYw i.•.•.wiaw��onGw nne""%•w eann -- == . Y•w rwNWMwwb netnetnm OY.esM�ie qmM�•. e.—i.ww WYee: M•��...�...YbbwYbbw�� •••w wwNwWWx bN.M.M emwsZ•�wwwM�iire�w�w.w xiii �_ EIRNMNMerNSN��M�NNI �� 11�.1 NINreN Ir.:INn flUUHW NNININ� NINNNINNiNNI n_. NMnMwNw. ••••wsw"'•'•wenrn�wn� ��•w••ir•i� net ww Ytl.NW wNY. 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N .• I t STATE OF COLORADO DEPARTMENT OF REVENUE LIQUOR ENFORCEMENT SECTION APPLICATION FOR A FERMENTED MALT BEVERAGE LICENSE "El2 Date of Issuance FMB License Number: Expiration Date: This application, and all applicable fees and attachments, must be filed with the Colorado Department of Revenue, Liq for Enforcement Division, State Capitol Annex, 1375 Sherman Street, Denver, Colorado, 80261, (303) 839-3741. Each applicant (including all general and over 5% limited partners of partnership and all officers, directors and over 5% stockholders of a corporation) and managers must complete and file form DRL 404-i "Individual History Record" In duplicate, with this application. For those retail licenses described in Column A, below, this application must FIRST BE FILED WITH AND APPROVED BY THE LOCAL LICENSING AUTHORITY. IMPORTANT: Check the appropriate box for the type of licensels) being applied for. This is an original application and a copy must be kept in your 'files for reference when applying for renewal licenses. You may attach separate sheets or additional documents if necessary to fully complete this application. COLUMN A State Fees Local Fees COLUMN B State Fees ❑RETAIL 3.2% BEER: FERMENTED MALT BEVERAGE LICENSE —City ®RETAIL 3.2% BEER: FERMENTED MALT BEVERAGE LICENSE —County $46.25 $ 3.75 $67.50 $ 7.50 ❑WHOLESALE 3.2% BEER LICENSE' $100.00 ❑MANUFACTURER'S 3.2% BEER LICENSE' $100.00 ❑k�.iIICHANGE OF CORPORATE STRUCTURE OR LOCATION IAOTHER (Specify) change in ownership The undersigned hereby makes application for a state license as indicated above, under the provisions of Title 12, Article 46, CRS 1973, as amended, and for that purpose makes the following answers to the questions contained in this application. Every applicable question must be answered. Any false answer or statement made by the applicant herein or in an attachment hereto constitutes perjury and fhe person making such false statements subjects any license issued herein to revocation ALL ANSWERS MUST BE PRINTED IN BLACK INK (or typewritten) 1. Name of Applicant(s): Ninny Enterprises, Inc. Social Security or Taxpayer I.D. Number: applied for taxpayer I.D. 2. Trade Name of Establishment: Pizza Hut Restaurant 3. Address of Premises: (Exact location of premises must be given. Give street and number, when possible. If place to be licensed Is located In a town or rural district where it is impossible to give street and number, the lot and block number or part of section where located must be given.) 2525 Eighth Avenue Business Telephone: 3C 3 - 3 S's. -'79 I' I CITY: Greeley COUNTY: Weld ST T Colorado ZIP CODE: 80631 Mailing address: (Number and Street) 13 Huntington City Wichita 5. Are these premises now licensed under the State Liquor or Beer Code? If answer is "yes", to whom is the license issued? State : Kansas Zip Code 67206 gives ONO Pizza Hut of America, Inc. Trade Name of Establishment : Pizza Hut State License No.: 11-45156-050 Type of License: 3.2% beer Expiration Date: 11/18/84 6. Does the applicant have legal possession of the premises for which this application for license is made? if answer is "no", explain in detail: LIVES ®No will acquire 1/3/84 7. Are the premises �oowned or leased? If leased, from whom? DOWNED L�sI1LEASED Gordon K. Rissler 2201 -17th Street, Greeley laAttach copy of deed, lease or contract, and interior plans and specifications of building, if built, or if not built, attach plot plan, interior sketch nd architect's drawing of the building to be constructed. 8. If this is a transfer of location, on what date do you plan to move? NA 9. Has the applicant filed a Form 11 with the Internal Revenue Service? If answer is "no", explain in detail. DYES 1X'NO will apply after receiving state and local malt beverage license 10. Is applicant; or all over 5% partners; or officers, over 5% stockholders or directors of the corporation; citizens of the United States? If answer is "no", give nameandAlien's Registration Card Number and Premanent Residency Card number. yy Y ES LINO 11.ls the applicant; or any of the over 5% partners; or officers, over 5% stockholders or directors of said applicant (if a corporation); or manager of applicant; under the age of eighteen years? YES QNO 12.Has the applicant; or any of the over 5% partns r officers, over 5% stockholders or directors of said icant (if a corporation): or employees of applicant; or persons lending assistance or financial suppo. . the applicant; ever been convicted of a crime? If an r is "yes", explain in detail. DYES ®NO 13. Has any person, as applicant, partner, officer, Difecfor, stockholder or employee, ever: (a) been denied an alcoholic beverage license? V ES a -I NO s,O k- ' (b) Had an alcoholic beverage license suspended or revoked? DIES ly If the answer is "yes" explain in detail; (Attach separate sheet if necessary.) 14.0005 the applicant have a Colorado State Sales Tax Account? If answer Is "yes", give the Account number DIVES no have applied 15.Do the applicable zoning laws permit the sale of alcoholic beverages on 16. Has a Fermented Malt Beverage license for the same location the licensed premises? YEYES ❑ NO been refused within the preceding one year? riYES ® NO 17. Does or did the applicant; or any of the partners; or officers, directors or stockholders of said applicant (If a corporation), have a direct or indirect Interest in any Colorado Liquor or Fermented Malt Beverage License (include loans to or from any licensee, or interest in a loan to any licensee)? If the answer is "yes" , explain in detail. AYES ONO see attachment 18. Identify the persons, firms or corporations who now or will have, a financial interest, evidenced either by loans or equity ownership in the business for whicl this license is requested. State the names and addresses, and the amount and source of such financial Interest expressed in dollars or other Items of value, suc as inventory, furniture or equipment. (Use separate sheet If necessary) NAME: ADDRESS: INTEREST: Winny Enterprises, Inc. Pizza Hut, Ines 19. List the names and addresses of all businesses ( ti1n� which any of the persons in the previous question are materially Interested. (Use separate sheet If necessary) NAME: see attachment & .Item 21 BOSINE55: ADDRESS: 13 Huntington, Wichita, KS. 67206 9111 E. Douglas, Wichita, KS.67201 total cost of everything holds note for $169,166.67 Attach copy of all notes and security instruments, and any written agreement or details of any oral agreement, by which any person (including a corporation) will share in the profit or gross proceeds of this establishment, and any agreement relating to the business which is contingent or conditional in any way by volume, profit, sales, giving of advice or consultation. 20. If the applicant is an individual or partnership, answer the following: (Attach separate sheet if necessary) Irvuiv Iuvr... ''"...-........ lyn (a) Name of individual or name and class of each partner: Home address and city: Date of Birth: % of ownership (b) Name of Manager: Home address and city: Date of Birth: (c) If partnership, when did said partnership commence doing business? (Attach a Copy of the partnership agreement (except husband and wife affidavit) 21. If the applicant is a corporation, answer the following: (a) Corporation is organized under the laws of the State of: Colorado (b) Principal business is conducted at: 2525 Eighth Avenue, Greeley (c) Date of filing last annual corporate report to the secretary of state: NA/new business (d) Name of each officer listed belo President: James Edward Winter County of: Weld Vice -President: HomeAddress and City: 13 Huntington, Wichita, KS. 67206 Date: State of: 9 a,9/X3 Colorado Date of girth: (e) List all stockholders: Include actual owner or pledgee. (Use separate sheet if necessar"l Name of Stockholder: Home Address and City: 13 Huntington, Wichita, KS. 67206 James Edward Winter 13 Huntington, Wichita, KS. 67206 Sarah Ellen Winter (f) Names of all Directors or Trustees of Corporation: Barbara A. Rieger Home Address and City: 3407 Briarwood Dr., Boulder, Colo. % of stock; Date of Birth: 75% Date of Birth: none Attach a copy of the certificate of incorporation, the articles of incorporation, stock certificates, the authority to transact business in Colorado (if a foreign application and electing the current officers and directors, or trustees). corfing oWhen applicant . and the purchase corporate minutes siauthorizing the when ldoes this When did Purchase this business, or if new, applicant plan to begin operating this business? If purchased, from whom? 1 3 84 or storage plant in connection with its business? llf "'Vas", give full address) It the apDoss is a manufacturer, se or a a, answer the rawing: (a) pus applicant own lease or operate any warehouse OYES UNO lb) if the applicant is a manufacturer, does any owner, part owner, shareholder, director or officer have any direct or indirect financial interest in an importer, manufacturer, wholesaler or retailer already licensed by the State of Colorado to sell fermented malt, malt, vinuous or spirituous liquor? If answer is"yes" attach explanation in detail. retailer, manufacturer or importer lc)already licensed by the State of Colorado to sell fermented malt, malt, vinuous or spirituous liquor? If answer is "yes" (c) If the applicant is a wholesaler, does any owner, part owner, shareholder, director or officer have any direct or indirect financial interest in a wholesaler, attach explanation in detail. EVES ITINO NA (d) If the applicant is a foreign wholesaler to what licensed wholesaler in Colorado does he intend to ship his merchandise? (e) Does the applicant have a valid Federal Basic Permit? If "yes", attach a copy of the permit: if "no", explain in detail. YES ❑NO NA I AFFIDAVIT This affidavit is to be signed and acknowledged by individual, each general partner or partnership and by corporate applicants. STATE OF COLORADeMNSA5 COUNT COUNTY OF ss weld SeDfaWlet James Edward Winter AND Sarah Ellen Winter being by me first duly sworn, if for himself, deposes and says: that he is the applicant above named, or a partner, or that he is (title) president of the above named corporation; that he has read the foregoing application and attachments, and that he knows the contents thereof, and that all matters and things therein set forth are true of his own knowledge and he agrees to conform to all the rules and regulations promulgated by the State Department of Revenue in connection therewith. INDIVIDUALS AND ALL GENERAL PARTNERS OF PARTNER- SHIP MUST SIGN HERE: SUBSCRIBED AND SWORN TO ME This (ATTACH SEAL) ore of Notary Public tyre la _ 19 8'3 My commission e nT' Fnt-PT'pr1Ses CORPORATION SIGN HERE: (Corporate Seal) By: F President, . Vice -President, or Secretary) Page 3 REPORT AND APPROVAL OF LOCAL LICENSING AUTHORITY (MANUFACTURERS AND WHOLESALERS DISREGARD THIS SECTION) The foregoing application has been examined and the premises, business conducted and character of the applicant is satisfactory, and we do report that such license, if granted, will meet the reasonable requirements of the neighborhood and the desires of the inhabitants, and complies with the provisions of Title 12, Article 46, CRS 1973 as amended. CHECK ONE CRS 1973, as amended, 12-46-117 (1) (a) The local licensing authority shall restrict the use of said license to: (I) Sales for consumption "off" the premises of the licensee; or ❑ (I I) Sales for consumption "on" the premises of the licensee; or ❑ (III) Sales for consumption "both on and off" the premises of the licensee. ❑ (b) The provisions of paragraph (1) (a) shall not apply to any license issued or applied for under this article prior to July 1, 1967, nor to any renewal or reissuance thereof. THEREFORE MIS APPLICATION IS HEREBY APPROVED. S DATED (iT: % , {I fi THIS DAY OF AT: V3 , A.D. 19 BY: (Name of town, City and County)) (Mayo _ ATTEST: hhairman of Board of Coun commissioners or other title of the Iicensin¢authority.) (Clerk, secretarlr other officer having the official seal of the Zensing If the premises are located within a town or city, the above approval should be signed by the mayor and cierk; if in a county, then by the chairman of the board of county commissioners and the clerk to the board. If, by ordinance or otherwise, the local licensing authority is some other official, then such approval should be given by such official.) Cdc /Q J� my.)) \� ATTACHMENT I will be holding 3.2% beer licenses on the following locations: 1. Pizza Hut 2631 South College Fort Collins, Colorado (Corporation: Larimer County Pizza Hut, Inc. 2. Pizza Hut 2439 West Tenth Street Greeley, Colorado (Corporation: Larimer County Pizza Hut, Inc. 3. Pizza Hut 2525 8th Avenue Greeley, Colorado (Corporation: Winny Enterprises, Inc. 4. Pizza Hut 832 West Eisenhower Blvd. Loveland, Colorado (Corporation: Larimer County Pizza Hut, Inc. 5. Pizza Hut 430 Prospect Village Drive Estes Park, Colorado (Corporation: Winny Enterprises, Inc. 6. Pizza Hut 450 Denver Avenue Fort Lupton, Colorado (Corporation: Larimer County Pizza Hut, Inc. APPLICATION FOR 3.2% FERMENTED MALT BEVERAGE LICENSES c- I �j N0V 1 8 1983 IH // ,et) km tJ� CREELEY. COLO. November 10 ,'19 83 Date TO THE BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY, COLORADO: The undersigned hereby makes application for a County Retail 3.2% Beverage License. 1. Name of Applicant (s) . Winny Enterprises, Inc. /James Edward Winter 2. Home Address of Applicant (s) 13 Huntington, Wichita, Kansas 67206 3. Trade Name Pizza Hut 4. Business Telephone -(303) 352-6099 5. Home Telephone Number (s) (316) 685-0812 6. Business Address 2525 Eighth Avenue, Greeley, Cabo. 80631 7. If Partnership, give names of partners; if a Corporationr Club give names of principal officers James Edward Winter & Sarah Ellen Winter (Attach list if necessary) 8. Check the appropriate line for the type of retail license being applied for: For Sales for consumption OFF the premises of license only. x For Sales for consumption ON the premises of licensee only. For Sales for consumption ON and OFF the premises of licensee. 9. EXACT LOCATION OF PREMISES. Give street and number, lot and block number or range, township and section (identify quarter section). See attachment 10. Do you have legal possession of the premises for which this application for license is made? no - will acquire 1/3/84 11. Are the premises owned or rented? leased If rented or leased, from whom? Gordon K. Rissler 12. State nature of business conducted: Pizza Hut Restaurant 13. If restaurant, state whether other business is conducted except sale of food, meals, drinks and tobaccos: none 14. If club, state whether operating for a national, social, fraternal, patriotic, political or athletic nature: NA 15. If club, state whether it is for pecuniary gain: NA 16. If club, state whether the property and advantages of club belong to members: NA 17. Is applicant(s) or all officers of the corporation a citizen(s) of the United States? yes 18. If applicant is not a citizen of the United States, specify which country: 19. Has applicant(s) a state license for the sale of 3.2% fermented malt beverage? no 20. Has applicant(s) ever been convicted of a felony? no Page 2 Application for 3.2% 21. If answer to question 20 is "yes", give full details: NA 22. Has applicant been adjudged guilty by a court of record of violating the laws covering the prevention of gambling under the laws of the State of Colorado, or under the laws of the United States? No 23. If answer to question 22 is "yes", give full details: 24. Will applicant(s) permit any wholesaler or manufacturer to be interested financially, by loan or otherwise, in applicant's business? no 25. If answer to question 24 is "yes", give full details: 26. Will applicant(s) use any equipment, fixtures, chattles, decorations or furnishings supplied or loaned by any manufacturer or wholesaler? no 27. Is answer to question 26 is "yes", explain: The applicant hereby agrees, if license is used for sale of 3.2% Fermented Malt Beverage only, as herein requested, the place of business used therefor will be conducted in strict conformity with all laws of the State of Colorado, and the rules and regulations of the Board of County Commissoners of Weld County, Colorado, relating thereto, and any conviction of violations of said laws, rules and/or regulations shall be cause for revocation of such license, without further hearing thereon. The applicant(s) further agrees that he, she (they) has/have full knowledge of the aforesaid state laws and Board rules and regulations existing at the date of this application and agrees he, she (they) will keep advised as to all subsequent state law, Board rules and regulations, that may be hereafter passed relating thereto during the term of said license. KANSAS STATE OF COLORADO ) COUNTY OF )et ss. J16A105 E, pfjKiek being first duly sworn on oath, deposes and says: That he, she (they) is/are the applicant(s) above named: That he, she (they) has/have read the above and foregoing application and the answers made thereto, and well knows the contents hereof, and that the answers made to the interragatories therein set forth are true to his, her (their) own knowledge. James E. Winter Sarah E. Winter. Subscribed and sworn to before me this W day o. o✓ , ate , A.D. 19 y3 Deputy County Clerk CYNTHIA A.NIcHOLs otary Public State of Kansas tlL. MY Rppt Exp. May 15, 1' era)'Yz'"_ Sarah E. Wintery Applicant(s) ames E. Winter RL 404-I (6/79) STATE OF COLORADO DEPARTMENT OF REVENUE/LIQUOR ENFORCEMENT INDIVIDUAL HISTORY RECORD To be completed by each individual applicant, each general and over 5% limited partner of a partnership, each officer, director, and over 5% stockholder of a corporation, and the manager of the applicant. NOTICE This Individual History Record provides basic information which is necessary for the licensing authorities' investigation. ALL questions must be answered in their entirety. EVERY answer you give will be checked for its truthfulness. A deliberate falsehood will jeopardize the application as such falsehood within itself constitutes evidence regarding the character and reputation of the applicant. 1. Name of Business: Pizza Hut Date: 11/9/83 Social Security Number: 2. Your Full Name: (last/first/middle) WINTER, James Edward 3. Also Known As: (maiden name/nickname/etc.) 4. Height: Weight: Hair Color: Eye Color: Sex: Race: 5. Do you have a Colorado Drivers License? If "YES", give number: 6'l" 230 Ern Brn M C DYES NO 6. Your Rela ionsh ip to Applicant: (sole owner/partner/corporate officer/directo /stockholder or manager) Corporate officer 7. If Stockholder, Number of Shares Owned Beneficially o 750 shares of Record: Percent of Outstanding Stock Owned: 757 8. If Partner Stat Whether: ❑GENERAL ❑LIMITED 9. Residence Address: (street and number/city/state/zip) Percent of Partnership Beneficially Owned NA 13 Huntington, Wichita, Kansas 67206 10. Is dyour residence: 3E OWNED ❑RENTED 11. Mailing Address, If Different From Residence; If rented, from whom? 12. Name of Present Employer: Pizza Hut, Inc. 14. Address of Business Where Employed: (street and number/city/state/zip) 9111 East Douglas, Wichita, KS. 67201 3. Type of Business of Employment: Restaurant 15. Present Position: vice president - restaurant franchising 17. Date of Birth: 16. Home Telephone: (316)685-0812 Place of Birth: Wichita, Sedgwick County, Kansas Business Telephone: (316)681-9806 18. [Fu.S ,Citizen?: ' YES ❑NO If naturalized, state where: When: Name of U.S. District Court: Naturalization Certificate No.: Date of Certificate: R an alien, give Alien's Registration Card No.: Permanent Residence Card No.: 19. Marital Status: Married 20. If spouse is a wife, wife's full maiden name: Sarah Ellen Sesher 21. Spouse's Date of Birth: 9/ of Birth: Hutchinson, Reno County, Kansas 22. If spouse's residence address is different than yours, list here.: NA 23. If spouse works, state name of oresent employe NA Occupation: Address of present employer: NA ist the na me(sl of all relatives working in the liquor industry. giving their: ' . Name of Relative: Relationship to you: Position held: Name of employer: ' - Location of employer: NA Name of Relative: Relationship to you: Position held: Name of employer: Location of employer: tl l 25. Do you now, or have you ever held a direct or indirect interest in a State of Colorado Liquor or Beer Licenser If YES m , answer etas . OYES NO 6. Do you now, or have you ever had a direct or in, ct interest in a liquor or beer license, or been employe,. :n a liquor or beer related business outside ofthe State of Colll(orado? If "YES", describe in detail. YES I]NO 27. Have you ever been convicted of a crime, fined, imprisoned, placed on probation, received a suspended sentence or forfeited bail for any offense in criminal or military court? (Do not enclude traffic violations, unless they resulted in suspension or revocation of your driver's license, or you were convicted of driving under the influence of alcoholic beverages.) If "YES", explain in detail, TYES ONO 28. Have you ever received a violation notice, suspension or revocation for a liquor law violation, or been denied a liquor or beer license anywhere in the U.S.? If "YES", explain in detail. YES It NO 29. Have you ever held a gambling or gaming license or owned a Federal Gambling Stamp? If "YES", explain in detail. UYES LJNU State/Federal: Year: City: State: State/Federal: Year: City: State: 30. Military Service: branch: U.S. Army Reserve From: 1966 To: 1972 Serial No.: 17753569 Type of Discharge: Honorable Street and Number: 13 Huntington City/State/Zip: Wichita, KS. 67206 From: .1977 To: pres Street and Number: City/State/Zip: From: To: ived for the last five years,(Attach separa e years (Attach additional sheets if necessary Name of Employer: Pizza Hut, Inc. Address: (street and number) 9111 E. Douglas (city/state/zip) Wichita, KS. 67201 Position Held: vice president From: 1980 To: pres Name of Employer: I.P.H.F.H.A. Address: (street and number) 6500 E. Kellogg (city/state/zip) Wichita, KS. 67207 Position Held: president From: 1977 To: 1980 in rnnne lion with this aoolication. Name of Reference: Arthur G. Gunther Address: (street and number) 9111 E. Douglas (city/state/zip Wichita, KS. 67201 No.Years Known: 3% Name of Reference: Walter Gates Address: (street and number) 9111 E. Douglas (city/state/zip) Wichita, KS. 67201 No. Years Known: 6 Name of Reference: Gerald Aaron Address: (street and number) 9111.E. Douglas (city/state/zip) Wichita, KS. 67201 No. Years Known: 30 mendation from three pers STATE OF 4145 )45 5 COUNTY OF SEDGIR)itK, I understand that a false answer to any of the foregoing can subject the application to denial or a license to revocation. I certify that all of the information in this Individual History Record is complete and correct to the best of my knowledge and belief. _ Subscribed and sworn to me I SS. this rift day of NoiesuRC.(e , 7911. WITNESS my hand and official seal. /J (ATTACH SEAL) M mpiission,gcpires, y Public CYNTHIA A. NICHOLS 1 State of Kansas My Rapt Exp. May 15, Signature YL ® Arthur G. Gunther, President & Chief Executive Officer Pizza Hut, Inc./9111 East Douglas/P.O. Box 42B/Wichita, Kansas 67201/Phone 316-681-9595/Telex 417-477 November 8, 1983 Colorado Department of Revenue 1375 Sherman Street Denver, CO 80203 To whom it may concern: I have known James and Sarah Winter for over three years and can enthusiastically attest to the integrity, honesty, and moral soundness of each. I would be happy to discuss at length the qualities they each possess that will continue to assure their success in the restaur- ant industry. Please do not hesitate to contact me if you feel such a discussion is warranted. Sincerely, Arthur G. Gunther STATE OF KANSAS ) SS: COUNTY OF SEDGWICK ) SUBSCRIBED AND SWORN to before me this 1 otary Public My Appointment Expires: ' I CYNTHIAA.NICHOLS f StateofKansas 1 .,. , momExp. May 15,12 ; Pizza Hut, Inc./9111 East Douglas/P.O. Box 428/Wichita, Kansas 67201/Phone 316-681-9000/Telex 417-477 November 8, 1983 Colorado Department of Revenue 1375 Sherman Street Denver, CO 80203 RE: Jim and Sarah Winter TO WHOM IT MAY CONCERN: Jim and Sarah Winter are about as nice as a couple can get - bright, energetic, involved, with the kind of personal integrity that is all to hard to find these days. I'm proud to know them, and proud to include them as friends. Sincerely, PIZZA HUT, INC. zVaA(Ctiedgv Walter E. Gates Senior Vice President Marketing WEG/bl STATE OF KANSAS ) )SS: COUNTY OF SEDGWICK ) SUBSCRIBED AND SWORN to before me this 17th day of NAvember, 1983. N+tary Public My Appointment Expires: tal 6YHTH1aracHOL81 Stated Kansas s .,.;� MYAPPtExP•Mzy15,19G:, LAW DEPARTMENT Pizza Hut, Inc. / 9111 E. Douglas / P.O. Box 428 / Wichita, Kansas 67201 / Phone (316) 681-9565 / Telex 417/477 November 7, 1983 Colorado Department of Revenue 1375 Sherman Street Denver, CO 80203 TO WHOM IT MAY CONCERN: I am pleased to be able to provide a reference for James E and Sarah E. Winter. Mr. and Mrs. Winter are people of outstanding ability, integrity, moral character, and financial responsibility. I have been associated with Mr. Winter for 30 years and Mrs. Winter for 15 years. If I may be of further assistance, please do not hesitate to contact me. Very truly yours, PIZZA HUT, INC. Gerald T. Aaron Vice President -Counsel and Secretary GTA/LIC2/h/4 STATE OF KANSAS SS: SEDGWICK COUNTY SUBSCRIBED AND SWORN to before me this 144 day of November, 1983. Notary Public _-Aa My Appointment Expires: DRL 404-I (6/79) STATE OF COLORADO DEPARTMENT OF REVENUE/LIQUOR ENFORCEMENT INDIVIDUAL HISTORY RECORD To be completed by each individual applicant, each general and over 5% limited partner of a partnership, each officer, director, and over 5% stockholder of a corporation, and the manager of the applicant. NOTICE This Individual History Record provides basic information which is necessary for the licensing authorities' investigation. ALL questions must be answered in their entirety. EVERY answer you give will be checked for its truthfulness. A deliberate falsehood will jeopardize the application as such falsehood within itself constitutes evidence regarding the character and reputation of the applicant. 1. Name of Business: Pizza Hut 2. Your Full Name: (last/first/middle) Date: 11/9/83 Social Security Number: WINTER, Sarah Ellen 3. Also Known As: (maiden name/nickname/etc.) nee: Sesher 5. Do you have a Colorado Drivers License? If "YES", give number: ❑YES [ NO 4. Height: 518" Weight: 120 Hair Color: Brn Eye Color: Brn Sex: F Race: C 6. Your Rela ionsh ip to Applicant: (sole owner/partner/corporate officer/directo /stockholder or manager) Corporate Officer 7. If Stockholder, Number of Shares Owned Beneficially or of Record: 250 8. If Partner State Whether Percent of Outstanding Stock Owned: 25% ❑GENERAL ❑LIMITED Percent of Partnership Beneficially Owned NA 9. Residence Address: (street and number/city/state/zip) 13 Huntington, Wichita, KS. 67206 10. Is your residence: $]OWNED ❑RENTED If rented, from whom? 11. Mailing Address, If Differen From Residence: 12. Name of Present Employer: NA 14. Address of Business Where Employed: (street and number/city/state/zip) NA 15. Present Position: NA 16. Home Telephone: Business Telephone: 77. Date of Birth: Place of Birth: Hutchinson, Reno County, Kansas 18. U.S. Citizen?: LIYES ❑NO If naturalized, state where: When: Name of U S. District Court: Naturalization Ce tificate No.: Date of Certificate: If an alien, give Alien's Registration Card No.: Permanent Residence Card No.: 19. Marital Status: Married 20. If spouse is a wife, wife's full maiden name: 21. Spouse's Date of Birth: Place of Birth: Wichita, Sedgwick County, Kansas 22. If spouse's residence address is different than yours, list here.: (street and number/city/state/zip) NA 23. If spouse works, state name of present employer: Pizza Hut, Inc. Occupation: vice president - restaurant franchising 3. Type of Business of Employment: Address of present employer: 4. 9111 E. Douglas, Wichita, KS. 67201 24. List the names) of all relatives working in the liquor industry, giving their: Name of Relative: NA Relationship to you: Position held: Name of employer: Location of employer: Name of Relative: Relationship to you: Position held: Name of employer: Location of employer: 25. Do you now, or have you ever held a direct or indirect interest in a State of Colorado Liquor or Beer License? If "YES", answer in detail. ❑YES ENO TM...you now, or have you eler had a direct or irio..,,ct interest in a liquor or beer license, or been employee in a liquor or beer related business outside ofthe State of Colorado? It "YES", describe in detail. YES 6NO 27. Have you ever been convicted of a crime, fined, imprisoned, placed on probation, received a suspended sentence or forfeited bail for an military court? (Do not enclude traffic violations, unless they resulted in suspension or revocation of your driver's license under the influence of alcoholic beverages.) If "YES", explain in detail. Y offense in criminal or or you were convicted of driving DYES ClNO 28. Have you ever received a violation notice, suspension or revocation for a liquor law violation, or been denied a liquor or beer license an If e "YES", explain in detail. - - Ywhere in the U.S.? DYES ENO 29. Have you ever held a gambling or gaming license or owned a Federal Gambling Stamp? If "YES", exp am in detail. OYES ZINO State/Federal: State/Federal: Year: Year: City: City: State: 30. Military Service: branch: IFrom: ITo: 'Serial No.: 31. List all addresses where you have lived for the last five years.(Attach separate sheet if necessary) Street and Number: NA 13 Huntington Street and Number: City/State/Zip: Wichita, KS. 67206 City/State/Zip: State: 32. List all former employers or businesses engaged in within the last five years: (Attach additional sheets if necessary) Name of Employer: Name of Employer: Address: (street and number) Address: (street and number) 33. List the names and attach letters Name of Reference: (city/state/zip) (city/state/zip) of recommendation from three persons who Arthur G. Gunther Name of Reference: Walter Gates Name of Reference: Gerald Aaron STATE OF COUNTY OF Address: (street and number) 9111 E. Douglas Address: (street and number) 9111 E. Douglas Address: (street and number) 9111 E. Douglas IType of Discharge: From: 1977 From: To: pres To: Position Held: Position Held: From: From: To: To: can vouch for your good character and fitness in connection w th this application. (city/state/zip No.Years Known: Wichita, KS. 67201 Seo&tolet }SS. (city/state/zip) Wichita, KS. 67201 (city/state/zip) Wichita, KS, 67201 3k No. Years Known: 6 No. Years Known: 15 I understand that a false answer to any of the foregoing can subject the application to denial or a license to revocation. I certify that all of the information in this Individual History Record is complete and correct to the best of my knowledge and belief. Subscribed and sworn to me l this I I day of IYVvest,6r� Ig�3 WITNESS my hand and official seal. (ATTACH SEAL) M rr�miss,j n expires: Nrjtary Public Ar IA A. NICHOLS a of Kansas MyAppt Exp. May 15, t_.. fa, % e. 7,P_%c2 Signature Ut ® Arthur G. Gunther, President & Chief Executive Officer Pizza Hut, Inc./9111 East Douglas/P.O. Box 428/Wichita, Kansas 67201/Phone 316-681-9595/Telex 417-477 November 8, 1983 Colorado Department of Revenue 1375 Sherman Street Denver, CO 80203 To whom it may concern: I have known James and Sarah Winter for over three years and can enthusiastically attest to the integrity, honesty, and moral soundness of each. I would be happy to discuss at length the qualities they each possess that will continue to assure their success in the restaur- ant industry. Please do not hesitate to contact me if you feel such a discussion is warranted. Sincerely, Arthur G. Gunther STATE OF KANSAS ) SS: COUNTY OF SEDGWICK SUBSCRIBED AND SWORN to before me this 1 r oay of No otary Public My Appointment Expires: CYNTHIA A•NICHOLS f State of Kansas I Myppot Exp. May 15,13 Pizza Hut, Inc./9111 East Douglas/P.O. Box 428/Wichita, Kansas 67201/Phone 316-681-9000/Telex 417-477 November 8, 1983 Colorado Department of Revenue 1375 Sherman Street Denver, CO 80203 RE: Jim and Sarah Winter TO WHOM IT MAY CONCERN: Jim and Sarah Winter are about as nice as a couple can get - bright, energetic, involved, with the kind of personal integrity that is all to hard to find these days. I'm proud to know them, and proud to include them as friends. Sincerely, PIZZA HUT, INC. Walter E. Gates Senior Vice President Marketing WEG/bl STATE OF KANSAS )SS: COUNTY OF SEDGWICK SUBSCRIBED AND SWORN to before me this 17th day of N,vember, 1983. N+tary Public My Appointment Expires: �"° I prtaN KansasLS I WirtExp.61ay 15,19C" -H Pizsi ut LAW DEPARTMENT Pizza Hut, Inc. / 9111 E. Douglas / P.O. Box 428 / Wichita, Kansas 67201 / Phone (316) 681-9565 / Telex 417/477 November 7, 1983 Colorado Department of Revenue 1375 Sherman Street Denver, CO 80203 TO WHOM IT MAY CONCERN: I am pleased to be able to provide a reference for James E and Sarah E. Winter. Mr. and Mrs. Winter are people of outstanding ability, integrity, moral character, and financial responsibility. I have been associated with Mr. Winter for 30 years and Mrs. Winter for 15 years. If I may be of further assistance, please do not hesitate to contact me. Very truly yours, PIZZA HUT, INC. Gerald T. Aaron Vice President -Counsel and Secretary GTA/LIC2/h/4 STATE OF KANSAS SEDGWICK COUNTY SS: SUBSCRIBED AND SWORN to before me this 5144 day of November, 1983. �t Notary Public4-1-264274:2 My Appointment Expires: RL 404-I (6/79) STATE OF COLORADO DEPARTMENT OF REVENUE/LIQUOR ENFORCEMENT INDIVIDUAL HISTORY RECORD To be completed by each individual applicant, each general and over 5% limited partner of a partnership, each officer, director, and over 5% stockholder of a corporation, and the manager of the applicant. NOTICE This Individual History Record provides basic information which is necessary for the licensing authorities' investigation. ALL questions must be answered in their entirety. EVERY answer you give will be checked for its truthfulness. A deliberate falsehood will jeopardize the application as such falsehood within itself constitutes evidence regarding the character and reputation of the applicant. 1. Name of Business: Pizza Hut 2. Your Full Name: (lest/first/middle) Rieger, Barbara Anne 4. Height: 5'6" 6. Your Relationship to Applicant: (sole owner/partner/corporate officer/director/stockholder or manager) Weight: 112 Hair Color: .Brown Eye Color: Blue Sex: C. Fl Race: White 8 1983 Social Security Number: 3. Also Known As: (maiden name/nickname/etc.) Barbie Rieger 5. Do you have a Colorado Drivers License? If "YRS", give number: EYES ❑NO Director - _ 7..lf Stockholder, Number of Shares Owned Beneficially or of Record: N/A Percent of Outstanding Stock Owned: S. It Partner State Whether: ❑GENERAL ❑LIMITED J N/A 9. Residence Address: (street and number/city/state/zip) Percent of Partnership Beneficially Owned: 2407 Briarwood Drive, Boulder, CO 80303 10. Is your residence: If rented, from whom? ®OWNED ❑RENTED 11. Mailing Address, If Different From Residence: 12. Name of Present Employer: Real Estate World by Rieger 14. Address of Business Where Employed: (street and number/city/state/zip) 13. Type of Business of Employment: Real Estate 3393 Iris Ave; Suite 109, Boulder, CO 80301 15. Present Position: Director of Marketing and Relocation 16. Home Telephone. 303/494-6281 Business Telephone. 303/444-1820 17. Date of Birth: 18. U.S. Citizen?: YES ❑NO Place of 'Birth: Wichita, Kansas If naturalized, state where: When: Naturalization Certificate No.: Dare of Certificate: Name of U.S. District Court: It an alien, give Alien's Registration Card No.: Permanent Residence Caro 19. Marital Status: Married 21. Suoirse's Date of Birth: 20. If spouse is a wife, wife's full maiden name: Dale L. Rieger Place of Birth: Burlington, Oklahoma 22. 1 suc,use's residence address is different than yours, list here.: (street and number/city/state/zip) 23. Ir spouse works, state name of present employer: Real Estate World by Rieger Address of present employer: 3393 Iris Ave; Suite 109, Boulder, CO 80301 t the narref3) of all relatives working in the liquor industry, giving their: Occupation: Broker/Owner None Relationship to you: Position held: Name of employer: Location of employer: Name of Relative: Neme of Relative: Relationship to you: Position held: Name of employer: Location of employer: 25. Do you now, or have you ever held a direct or indirect interest in a State of Colors ❑YE., NO 6. Do you now, or have you ever had a direct or indirect interest in a liquor or beer license, or been employed in a liquor or beer related business outside otthe State of Colorado? If "YES", describe In detail, OYES (2NO 27. Have you ever been convicted of a crime, fined, imprisoned, placed on probation, received a suspended sentence Of forfeited bail for any offense in criminal or military court? (Do not enclude traffic violations, unless they resulted In suspension or revocation of your driver's license, or you ware convicted of driving under the influence of alcoholic beverages.) If "YES", explain in detail. , . OYES Imo..... - • '�:. w: 28. Have you ever receivers a violation notice, suspension or revocation for a liquor law violation, or been denied a liquor or bear license anywhere in the U.S.? If "YES", explain in detail, OYES deNO ` + 29. Have you ever held a gambling or gaming license or owned a Federal Gambling Stamp? If "YES", explain in detail. • OYES ®NO State/Federal: Year: City: I_ State: State/Federal: 30. Military Service: branch: N/A Year: City: From: ITo: ., 'Serial No.: 31. List all addresses where you have lived for the last five years•(Attach separate sheet if necessary) Street and Number: Have lived at current address for 10 yr Street and Number: ' City/State/Zip: City/State/Zip: . _. State: 'Type of Discharge: 32, List all former employers or businesses engaged in within the last five veers: (Attach additional sheets if necessary) Name of Employer: Same employer as Name of Employer: Address: (street and number) current for last 6 yrs Address: (street and number) . 33. List the names and attach letters of Name of Reference: (city/state/zip)• . (city/state/zip)•. From: • ' • From: To: To: Position Held: - From: To: Position Held: From: To: recommendation from three persons who can vouch Mrs. Gloria Trautmann Name of Reference: - Mrs. Beverly Graeter Name of Reference: Mrs. Pamela Kane STATE OF COLORADO COUNTY OF BOULDER :,.. iii :: ra ••�-..:. �...' , - d � I understand that a false answer to any of the foregoing can subject the' application to denial or a license to revocation. I certify that all of the information in this individual History Record is complete and correct to the best of my knowledge and belief, - r. n .'t` J a . c. i-. _ - . 4 'gym 'x '`'r r...e - Address: (street and number) 2406 Briarwood Drive Address: (street and number) 1565 Rockmont Circle Address: (street and number) 4804 W. Moorhead Cr.- for your good character and fitness in connection with this application, (city/state/zip) - Boulder, CO '(city/state/zip) Boulder, CO (city/state/zip) Boulder, CO 80303 - 80303 80303 No -Years Known: 7 yrs No. Years Known: 4 yrs No. Years Known: 28 yrs_ Subscribed and sworn to V • this day of 19_ WITNESS my hand and official seal, my Com ion :.1914,1 # ;Stree ..._ .: My commfis`on gxraegP1"11' dQ Notary Public November 8, 1983 TO WHOM IT MAY CONCERN: I have known Barbara Rieger for approximately four years and can vouch for her good character and that she is a good, upstanding citizen and businesswoman in the State of Colorado. Sincerely, 2 Mrs. Beverly Graeter November 8, 1983 TO WHOM IT MAY CONCERN: I have known Barbara Rieger can vouch for her good character citizen and businesswoman in the for approximately seven years and and that she is a good, upstanding State of Colorado Sincerely, • Loma SlettkrThOafrd Mrs. Gloria Trautmann November 8, 1983 TO WHOM IT MAY CONCERN: I have personally known Barbara Rieger for 28 years and can vouch for her good character and that she is a fine, upstanding citizen of the State of Colorado. Sincerely, Mrs. Pamela Kane BILL OF SALE KNOW ALL MEN BY THESE PRESENTS: That the undersigned, for One Dollar ($1.00) and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby sells and assigns to WINNY ENTERPRISES, INC. the following, to wit: Inventory (food ingredients, supplies, paper products, other consumables); Dishes, Glassware, Utensils, and other Smallwares; Furniture and Equipment; Prepaid Rents; Utility and Miscellaneous Deposits; Leasehold Improvements; Franchise Rights; and, Change Fund. which assets relate to an operating Pizza Hut restaurant located at 2525 8th Avenue, Greeley, Colorado. DATED this 3rd day of January, 1984. PIZZA HUT OF AMERICA, INC. ATTEST: B Raym. . W raker, Secretary Gerald T. Aaron, President dlw 52/b7 LEASE INDEMNITY FOR VALUE RECEIVED, the undersigned hereby, unconditionally and irrevocably, agrees to defend and indemnify PIZZA HUT OF AMERICA, INC., its parent, subsidiaries, and affiliates, with respect to all the obligations and liabilities relating to the Real Estate Leases assigned to WINNY ENTERPRISES, INC., a Colorado corporation, pursuant to that certain Acquisition Agreement entered into between the parties as of the 20th day of December , 1983 , and that certain Assignment of Lease Agreement pursuant thereto entered into between the parties as of the 3rd day of January , 1984 . This guarantee shall be a principal obligation as to the guarantor hereunder, and Pizza Hut of America, Inc. shall not be required to proceed against or exhaust any remedies it may have against the respective assignee/lessee before enforcing this guarantee against the guarantor hereunder. It is the intent of Pizza Hut of America, Inc. and the guarantor that this Lease Indemnity and the obligations of the guarantor shall be absolute and unconditional in any and all circumstances. The guarantor expressly waives all suretyship defenses, exoneration, and other rights inconsistent with such provisions which might otherwise be claimed and enforced. The guarantor expressly waives presentment, protest, demand, notice of dishonor or default, and notice of any kind with respect to this agreement for the performance of the obligations under this agreement. No renewal or extension of any lease or this agreement, no release of any person liable under this agreement, no delay in the enforcement of payment of any lease obligations, and no delay or omission in exercising any right or power under this agreement shall affect the liability of the guarantor. This Indemnity shall be irrevocable during the term of any lease or renewal thereof or while any claims for the performance of any obligations under any such leases by any party remain unsatisfied. In addition to all the other liabilities of the guarantor hereunder, the guarantor shall also pay to the company upon demand all costs and expenses, including reasonable legal fees, which may be incurred in enforcement of the assignee's/lessee's obligations to Pizza Hut of America, Inc. under said leases and the liability of the guarantors thereunder. This agreement shall be binding upon, inure to the benefit of, and be enforced by the respective parties hereto, their personal representatives, successors, heirs, and assigns. This agreement shall be governed by, construed, and enforced in all respects in accordance with the laws of the State of Kansas. This Lease Indemnity shall be effective between the parties hereto as of the 3rd day of January , 1984 . WINNY ENTERPRISES, INC. ATTEST: By Sarah E. Winter, Secretary WITNESS: WITNESS: ames E. Winter, President ames E. Winter, Individually Sarah E. Winter, Individually dlw 52/c2 // 202056 2525 Eighth Avenue Greeley, Colorado ASSIGNMENT OF LEASE AGREEMENT KNOW ALL MEN BY THESE PRESENTS: In consideration of the sum of Ten Dollars ($10.00) and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, PIZZA HUT OF AMERICA, INC. (successor in interest to Denver Pizza, Inc.) hereby assigns to WINNY ENTERPRISES, INC. all of its right, title and interest in and to that certain Lease Agreement dated May 18, 1978, and any and all addenda thereto, entered into between Gordon K. Rissler, as Lessor, and Denver Pizza, Inc., as Lessee, covering the property commonly known as 2525 Eighth Avenue, Greeley, Colorado, described as follows: Lots Six (6), Seven (7), Eight (8), and Nine (9), in Block Eleven (11), of First Addition to Arlington Park, Weld County, Colorado. Winny Enterprises, Inc. hereby expressly assumes all of the obligations of Lessee under said Lease Agreement, and hereby accepts the assignment of all of the right, title and interest of Pizza Hut of America, Inc. in the said Lease Agreement. IN WITNESS WHEREOF, the parties hereto have set their hands and seals this 3rd day of January , 1984 . PIZZA HUT OF AMERICA, INC. ATTEST: ATTEST: Raymo d W. Baker, Secretary Sarah E. Winter, Secretary Gerald T. Aaron, President WINNY ENTERPRISES, INC. friP2d, fa) ames E. Winter, President STATE OF KANSAS ) ss. COUNTY OF SEDGWICK ) BE IT REMEMBERED, that on this 3rd day of January , 1984 hef r L:- __ _:ignad, a Notary P”blic in and for the County and State aforesaid, came GERALD T. AARON, President of PIZZA HUT OF AMERICA, INC., who is personally known to me to be the same person who executed the within instrument of writing and such person duly acknowledged the execution of the same as and for the duly authorized act of such corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. WANDA SMA'U' State of Kansas My Ay t. Ex.. June 30 19R5 STATE OF KANSAS ss. COUNTY OF SEDGWICK ) Wanda snap any Sharp ary Public BE IT REMEMBERED, that on this 3rd day of January , 19 84 before me, the undersigned, a Notary Public in and for the County and State aforesaid, came JAMES E. WINTER, President of WINNY ENTERPRISES, INC., who is personally known to me to be the same person who executed the within instrument of writing and such person duly acknowledged the execution of the same as and for the duly authorized act of such corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. WANDASHARP State of Kansas 1 A f Ex .June 30 1985 Wanda Sharp NoY5ry Public ACQUISITION AGREEMENT THIS AGREEMENT, made and entered into this /7 day of NOU(w'# rN , 1983, by and between LARIMER COUNTY PIZZA HUT, INC., hereinafter referred to as "Larimer", WINNY ENTERPRISES, INC., hereinafter referred to as "Winny", and JAMES E. WINTER, principal shareholder of Larimer and Winny, hereinafter referred to as "Winter", hereinafter collectively referred to as "Buyer", and PIZZA HUT, INC., a Delaware corporation, and its wholly -owned subsidiary, PIZZA HUT OF AMERICA, INC., a Delaware corporation, hereinafter collectively referred to as "Seller". WITNESSET H: WHEREAS, Seller is the owner of certain pizza restaurants located in the State of Colorado and desires to sell said assets utilized in the operation of those restaurants and is willing to grant a Franchise Agreement for the operation of those restaurants; and, WHEREAS, Buyer is agreeable to purchasing said assets and executing a Franchise Agreement subject to the terms and conditions hereof. NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows: 1. TERRITORY: Seller is the operator of four (4) Pizza Hut restaurants which are located at the following locations: a. 2631 South College Fort Collins, Colorado b. 2439 West Tenth Street Greeley, Colorado 2. ASSETS: Larimer agrees to restaurants described in Provision l.a., described c. 450 Denver Avenue Fort Lupton, Colorado d. 2525 8th Avenue Greeley, Colorado. purchase the assets of b., and c. above. the Winny agrees to purchase the assets of the restaurant in Provision 1.d. above. The categories of assets included in the purchase price are as follows: Dishes, Glassware, Utensils, and other Smallwares; Furniture and Equipment; Prepaid Rents; Utility and Miscellaneous Deposits; Leasehold Improvements; and, Franchise Rights. 3. PURCHASE PRICE: a. Larimer: In consideration of the transfer of the assets by Seller to Larimer, Larimer agrees to pay Seller Four Hundred Fifty -Three Thousand and No/100 Dollars ($453,000.00), of which amount Two Thousand Five Hundred and No/100 Dollars ($2,500.00) will be paid in cash upon execution of this Acquisition Agreement. In addition, at Closing, Larimer agrees to execute a Promissory Note in the same form as the Note attached to this Agreement as Exhibit "C", secured by the leasehold improvements and furniture and equipment located in the restaurants and personally and unconditionally guaranteed by James E. Winter, in the principal amount of Four Hundred Fifty Thousand Five Hundred and No/100 Dollars ($450,500.00) for a term of six (6) years and bearing interest at the rate of twelve and one-fourth percent (12-1/4%) per annum on the unpaid balance. Larimer shall have the right to prepay without penalty. Larimer agrees to execute a Form UCC-1 and Financing Statement similar in form to that attached as Exhibit "D" and to furnish such information and execute such additional documents as Seller may require to perfect its security interest. b. Winny: In consideration of the transfer of assets by Seller to Winny, Winny agrees to pay Seller One Hundred Seventy Thousand and No/100 Dollars ($170,000.00), of which amount Eight Hundred Thirty -Three and 34/100 Dollars ($833.34) will be paid in cash upon execution of this Acquisition Agreement. In addition, at Closing, Winny agrees to execute a Promissory Note in the same form as the Note attached to this Agreement as Exhibit "C", secured by the leasehold improvements and furniture and equipment located in the restaurant and personally and unconditionally guaranteed by James E. Winter, in the principal amount of One Hundred Sixty -Nine Thousand One Hundred Sixty -Six and 67/100 Dollars ($169,166.67) for a term of six (6) years and bearing interest at the rate of twelve and one-fourth percent (12-1/4%) per annum on the unpaid balance. Winny shall have the right to prepay without penalty. Winny agrees to execute a Form UCC-1 and Financing Statement similar in form to that attached as Exhibit "D" and to furnish such information and execute such additional documents as Seller may require to perfect its security interest. c. In addition to the purchase price, Buyer agrees to pay to Seller in cash at Closing an amount equal to the cash on hand and the inventory of food ingredients, supplies, paper products, and other consumables, as described on Pizza Hut Form 06113 (12/77), valued at Seller's cost, in the restaurants as of the close of business the day prior to the Closing Date. 4. EFFECTIVE DATE AND CLOSING DATE: This transaction shall be consummated at a Closing to be held at the corporate headquarters of Seller at such time and place which shall be mutually agreeable ("Closing Date"); provided, however, that if this transaction does not close on or before January 3, 1984, it shall automatically terminate with no further obligation to either party and each party shall promptly return all documents and copies thereof to the other. - 5. LEASES: a. At Closing, Seller will assign to Larimer all its right, title, and interest in the Real Estate Lease Agreement for the location described in Provision l.a. and b. above, together with all required consents and other miscellaneous leases, which Lease is set forth in Exhibit "A". The assignment of said Lease shall be on the same terms and conditions as set forth in the Lease Agreement. b. As of the Closing Date and thereafter, Larimer and Winter agree to assume and pay all rents, taxes, and insurance and faithfully comply with all the terms and conditions of said Lease. Larimer and Winter hereby agree to indemnify and hold harmless Seller, its affiliates, subsidiaries, employees, and agents from any loss, cost, damages, or other expense, including attorneys' fees, thereafter incurred by Seller relative to said Lease. In addition, Winter and spouse will execute a personal guaranty guaranteeing the performance of Larimer. c. Seller will enter into a Lease with Larimer for the following location: 450 Denver Avenue Fort Lupton, Colorado 80621, whereby Seller will lease to Larimer for a term of fifteen (15) years from the Closing Date of this transaction, with two (2) five (5) year additional terms at a minimum annual fixed rent for the renewal term equal to six percent (6%) of the unit's gross annual sales for the last year of the initial term or the renewal term plus a sum equivalent to the amount, if any, by which six percent (6%) of the unit's gross annual sales exceed the minimum annual fixed rent. Larimer will execute Seller's standard Lease Agreement. Terms shall be net. Rent for the primary term shall be Two Thousand and No/100 Dollars ($2,000.00) per month, plus a sum equivalent to the amount, if any, by which six percent (6%) of said unit's gross sales exceed the fixed minimum rent payable during the Lease year. In addition, Winter and spouse will execute a personal guaranty guaranteeing the performance of Larimer. d. At Closing, Seller will assign to Winny all its right, title, and interest in the Real Estate Lease Agreement for the location described in Provision l.d. above, together with all required consents and other miscellaneous leases, which Lease is set forth in Exhibit "A". The assignment of said Lease shall be on the same terms and conditions as set forth in the Lease Agreement. e. As of the Closing Date and thereafter, Winny and Winter agree to assume and pay all rents, taxes, and insurance and faithfully comply with all the terms and conditions of said Lease. Winny and Winter hereby agree to indemnify and hold harmless Seller, its affiliates, subsidiaries, employees, and agents from any loss, cost, damages, or other expense, including attorneys' fees, thereafter incurred by Seller relative to said Lease. In addition, Winter and spouse will execute a personal guaranty guaranteeing the performance of Winny. f. Buyer acknowledges that it has inspected the buildings and premises to be transferred and accepts them in their current condition. 6. FRANCHISE AGREEMENT: At Closing, Seller agrees to grant James E. Winter a Franchise Agreement upon its current standard Going Forward Franchise Agreement form for Larimer and Weld Counties, Colorado. 7. BILLS OF SALE: At Closing, Seller agrees to execute separate Bills of Sale, the form of which is set forth in Exhibit "B", whereby Seller assigns all its right, title, and interest in the assets being acquired, including, but not limited to, the change fund, if any; inventory; dishes, glassware, utensils, and other smallwares; furniture and equipment; miscellaneous prepaids; utility and miscellaneous deposits; and, leasehold improvements. 8. BULK SALES WAIVER: Seller and Buyer hereby waive compliance by the other of any bulk sales or similar laws which may be applicable to the transactions contemplated by this Acquisition Agreement. 9. ASSUMPTION OF LIABILITIES -- PRORATION: All rents, taxes and assessments, utilities, and other payables will be prorated between the parties as of the Date of Closing. Proration will be based on the actual expenses for the applicable period. Seller will pay the actual expenses when due, and Buyer agrees to reimburse its portion of the proratable expenses within fifteen (15) days of receipt of Seller's request for reimbursement. 10. SELLER WARRANTS: Seller hereby represents and warrants as follows: a. That it is a corporation duly organized and in good standing with full corporate power and authority to enter into and perform this Agreement. The execution and delivery of this Agreement by Seller has been duly authorized by all requisite corporate action. b. That Seller has the legal power and right to enter into and perform this Agreement. The execution, delivery, and performance of this Agreement is not prohibited by and will not be in violation of any agreement or instrument to which Seller is a party or by which Seller is bound. c. That all tax returns and reports of the business required by law to be filed have been filed and all taxes, assessments, fees, and other governmental charges upon the business, or upon any of its properties, assets, or income, which are due and payable have been paid, other than those presently payable without penalty or interest and other than in connection with the sales and use taxes. d. That the Real Estate Lease Agreement is in full force and effect and that no defaults exist under the Lease, and that all payments which are due pursuant to the Lease Agreement, such as rent, taxes, insurance, etc., have been made as of the Closing Date. e. That Seller has good and marketable title to all of its assets being acquired and none of its assets are or will be at the time of Closing subject to any mortgage, security interest, equipment lease, pledge, lien, conditional sales contract, encumbrance, or charge. f. That the building and improvements, as well as the equipment, fixtures, and furniture located at the premises, are now in good operating condition and repair to the best of Seller's knowledge and belief and currently conform to all applicable codes, ordinances, and regulations and building, zoning, or other laws pertaining thereto and, further, that there are no structural defects in the building and improvements. g. That Seller holds all necessary licenses, permits, and authorizations required for the conduct of its business as presently conducted and all such licenses, permits, and authorizations shall be in full force and effect at the time of Closing and not subject to any threatened revocation, suspension, or adverse modification. h. That Seller is not a party to nor is it bound by any material lease other than those agreements disclosed herein or in exhibits hereto. Nor is it a party to any license, contract, agreement, or other commitment which relates to the assets being acquired. i. That there is no litigation, proceeding, or investigation pending or, to the knowledge of Seller, threatened in any court or before any regulatory commission, board, or other administrative governmental agency against it or affecting the business which could impose any liability or loss on the business or could affect any of its property, assets, rights, or ability to operate its business. j. That upon Closing, the Restaurants shall be in full operation and will not be subject to or threatened with any interruption or impairment of service to its customers. k. That no union is now certified or claiming to be certified or entitled to be certified as collective bargaining agent to represent the employees of Seller. -4= 1. That regarding the assets waived or released any right or under or pertaining to any of its property, or other assets. being acquired, Seller has not interest of substantial value leases, agreements, contracts, m. That Seller will maintain insurance coverage until the Closing Date. n. That there are no other contracts other than the Yellow Pages advertising, written or oral, affecting the operation of the business not disclosed herein except for miscellaneous service contracts which are all terminable upon thirty (30) days notice or less and that all obligations and liabilities arising in the ordinary course of business which are due and payable have been paid. o. That Seller will use its best efforts to retain in its employment all of its present employees, to preserve the goodwill of the business with Seller's customers, suppliers, and others, to operate the business in accordance with good and accepted practices in the industry, and to do nothing which would derogate from the successful operation of such business after the date hereof. Employees of Seller at said Restaurants shall be free to become employees of Buyer as of the Date of Closing. Any and all claims (except for accrued vacation) of such employees arising out of their employment by Seller prior to the Closing Date shall be the sole liability of Seller, and Seller agrees to indemnify Buyer from any and all such claims. Thereafter, any and all claims of such employees (including claims for accrued vacation arising prior to the Date of Closing) shall be the sole liability of Buyer, and Buyer agrees to indemnify Seller from any and all such claims. 11. BUYER WARRANTS: Buyer warrants and represents as follows: a. That it is a corporation duly organized and in good standing with full corporate power and authority to enter into and perform this Agreement. The execution and delivery of this Agreement by Buyer has been duly authorized by all requisite corporate action. b. That Buyer has the legal power and right to enter into and perform this Agreement. The execution, delivery, and performance of this Agreement is not prohibited by and will not be in violation of any agreement or instrument to which Buyer is a party or by which Buyer is bound. c. That Buyer is under no legal impediment by reason of any contract or otherwise to its entering into and performing this Agreement. 12. INDEMNIFICATION: Seller, Buyer, and Winter each agree to indemnify each other from any liabilities, loss, or damage which may occur as a result of a breach of any of the warranties described in Provisions 10. and 11. above. All representations, warranties, and indemnifications will survive the Closing Date. 13. SELLER SHALL DO: Seller shall do or cause to be done the following: a. Seller shall furnish to Buyer Franchise Agreements, Real Estate Leases, Lease assignments and consents, and any other agreements pertaining to the restaurant operations being acquired hereunder as may be reasonably requested by Buyer. b. Seller will give to Buyer and its legal counsel, accountants, and other representatives, full access during normal business hours to all of the properties, books, contracts, commitments, and records of the business and will furnish to Buyer all such documents and copies of documents (certified, if reasonably requested), and information with respect to the affairs and assets of the business as Buyer from time to time may reasonably request. c. Seller agrees to assist Buyer at Buyer's expense in obtaining all applicable licenses and permits, including alcoholic beverage licenses. 14. BUYER/SELLER OBLIGATIONS: All of the obligations of Buyer and Seller under this Agreement are subject to the fulfillment of each of the following conditions: a. Seller shall have performed and complied with all agreements and conditions required by this Agreement to be performed and/or complied with by it prior to or upon Closing. b. Assignments of the Lease Agreements and required consents described in Provision 5.a. above. c. Execution of the Lease Agreement and Guaranty described in Provision 5.c. above. d. Execution of the Franchise Agreement pursuant to Provision 6. above. e. Execution of Bill of Sale agreements pursuant to Provision 7. above. f. At Closing, Seller shall have delivered to Buyer an opinion (in form and substance satisfactory to Buyer and its counsel) from Seller's counsel dated the Closing Date to the effect that: i) Seller has good and marketable title to all of its assets being sold pursuant to this Agreement and said assets are unencumbered, except as disclosed in this Acquisition Agreement or in the accompanying exhibits. ii) Such counsel, after inquiry with respect thereto, has no knowledge of any litigation, proceeding, or other investigation, pending or threatened, which might result in any material adverse change in the business or prospects or conditions (financial or otherwise) of Seller or in any of its rights, properties, leases, or other assets or which questions the validity of this Acquisition Agreement, or of any action taken or to be taken by Seller pursuant to or in connection with the provisions of this Agreement and that such counsel does not know or have any reason to know of any basis for any such litigation, proceeding, or investigation. iii) To the knowledge of said counsel, each of the leases, licenses, permits, agreements, contracts, and commitments being acquired herein are valid and enforceable in accordance with its terms, and to the knowledge of such counsel there is no existing or threatened default with respect to any thereof. iv) As to such other legal matters relevant to the transactions contemplated hereby as Buyer may reasonably request. g. Buyer's payment to Seller of the down payment and execution of the Promissory Note and related documents. 15. DOCUMENTS OF execute and deliver to Buyer reasonably shall its right, title, and hereunder or otherwise Agreement. CONVEYANCE: Upon request of Buyer, Seller will Buyer such further instruments and documents as deem necessary or advisable to further confirm interest in and to the assets to be conveyed to carry out the provisions and purposes of this 16. NO BROKER: Each of the parties represents and warrants to the other party that such party has not entered into any agreement or incurred any liability to any broker, finder, or person rendering similar services in bringing about the execution of this Agreement, and each such party hereby indemnifies the other party against any claims of and liabilities to any such broker, finder, or person who claims to have rendered such services. 17. Buyer acknowledges and agrees that there have been no statements or warranties made to it by Seller as an inducement for its decision to purchase and, further, that the decision to purchase was made independently by Buyer with the aid of professional counselors, both legal and accounting. Buyer further acknowledges and agrees that all the books and records of Seller pertaining to the restaurants and the assets being sold or transferred hereunder have been made available for inspection and that the decision to purchase for the consideration set forth herein was made independently and/or based on inspection by Buyer or its agents or representatives without reliance on any written or oral statements of any kind or character by Seller or its representatives except as contained in this Agreement or in the Pizza Hut, Inc. Franchise Offering Circular for Prospective Franchisees. 18. BINDING: This Acquisition Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the respective parties hereto, their personal representatives, successors and assigns, but no party shall make any assignment of any rights under this Acquisition Agreement without the written consent of the other party hereto. 19. NOTICES: All notices and other communications given pursuant to or with respect to this Acquisition Agreement shall be in writing and shall be delivered by hand or sent by United States mail, postage prepaid, and at the option of the sender may be sent by registered or certified mail addressed: If to Buyer: James E. Winter 13 Huntington Wichita, Kansas 67206 If to Seller: Raymond W. Baker Corporate Counsel Pizza Hut, Inc. P. 0. Box 428 Wichita, Kansas 67201 Any such addresses may be changed by written notice so given to the other party. Such notice shall be deemed to have been delivered when delivered by hand or on the date when such notice is first delivered or presented for delivery by the United States Post Office at the address placed thereon. 20. AGREEMENT: altered, or amended hereto against whom be enforced. This Acquisition Agreement may not be changed, orally, but only by a writing executed by the party such change, alteration, or amendment is sought to 21. LAW GOVERNING: This Acquisition Agreement shall be deemed to have been entered into and to be performed in the State of Kansas and shall be governed and construed and enforced in accordance with the laws of such state. 22. ORIGINALS/COUNTERPARTS: This Acquisition Agreement may be executed in any number of counterparts, each of which shall, for all purposes, be deemed an original, but all of which together shall constitute one and the same instrument. 23. Seller and Buyer understand that an Acquisition Agreement for the sale and acquisition of two (2) additional Pizza Hut restaurants will be closed in December 1983. Seller and Buyer agree that a default or breach of this Agreement will be considered as a default or breach of the other Agreement. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on the date and year first above written. LARIMER COUNTY PIZZA HUT, INC. ATTEST: By i A 5 L(lz/n,Tlrf Sarah E. Winter, Secretary ATTEST: By IAA /1- 6/N-erS Sa a E. Winter, Secretary WITNESS: ATTEST: Gerald T. Aaron, ATTEST: By Secretary aymond W. Baker, Secretary By "BUYER" ames E. Winter, President WINNY ENTERPRISES, INC. "WINNY" ames E. Winter, President atA ames E. Winter, Individually "WINTER" PIZZA HUT, INC. By FYedric G. Reynolds, ice President "SELLER" PIZZA HUT OF AMERICA, INC., By Gerald T. Aaron, President /4 "SELLER" dlw 52/g EXHIBIT "A" Lease Agreement dated December 1, 1976 between Maxco, Inc. (subsequently assigned to Treasure Key Associates, a Limited Partnership), as Lessor, and Denver Pizza, Inc. (subsequently assigned to Pizza Hut of America, Inc.), as Lessee, covering the property commonly known as: 2631 South College Avenue Fort Collins, Colorado Lease Agreement dated October 15, 1973 between Second Tarbert Properties, Inc., as Lessor, and Denver Pizza, Inc. (subsequently assigned to Pizza Hut of America, Inc.), as Lessee, covering the property commonly known as: 2439 West Tenth Street Greeley, Colorado Lease Agreement dated May 18 as Lessor, and Denver Pizza, Inc. Hut of America, Inc.), as Lessee, known as: , 1978 between Gordon K. Rissler, (subsequently assigned to Pizza covering the property commonly 2525 8th Avenue Greeley, Colorado Miscellaneous Contracts: Agreement dated March 16, 1983 between Pizza Hut of America, Inc. and 0. D. Olson, covering the installation and service of game machines and jukeboxes. Term: One (1) year from date; automatically renews on a month -to -month basis. Termination after one year: Ten (10) days written notice. Agreement dated January 31, 1983 between Pizza Hut of America, Inc. and Gordon Neon Company covering maintenance of electrical advertising displays. Term: One (1) year from date; automatically renews on a month -to -month basis. Termination: Thirty (30) days written notice. EXHIBIT "B" BILL OF SALE KNOW ALL MEN BY THESE PRESENTS: That the undersigned, for One Dollar ($1.00) and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby sells and assigns to the following, to wit: Inventory (food ingredients, supplies, paper products, other consumables); Dishes, Glassware, Utensils, and other Smallwares; Furniture and Equipment; Prepaid Rents; Utility and Miscellaneous Deposits; Leasehold Improvements; and, Franchise Rights, Change Fund which assets relate to an operating Pizza Hut restaurant located at DATED this ATTEST: By day of , 19 Raymond W. Baker, Secretary PIZZA HUT OF AMERICA, INC. By Gerald T. Aaron, President dlw 52/b PROMISSORY NOTE Date: The undersigned, for value received, hereby promises to pay to the order of Pizza Hut, Inc. (referred to hereinafter as "PHI"), the sum of payable in semi-annual installments on and ($ ), plus interest at the rate of twelve and one-fourth percent (12-1/4%) per annum, as follows: At the option of PHI, this Note shall become immediately due and payable without notice or demand upon the occurrence of any of the following events of default: 1. Failure of the maker to comply with any of the promises contained in this Note or to pay or to perform any other obligation of the maker to PHI or Franchise Services, Inc.; or 2. Death, dissolution, termination of existence, insolvency, failure to pay debts as they mature, business failure, appointment of a receiver of any part of the property of maker, assignment for the benefit of creditors by, or the commencement of any proceedings under any bankruptcy, foreclosure, or insolvency laws by or against any maker or guarantor hereof; or 3. Default under any Franchise Agreement with PHI; or 4. Any warranty, representation, or statement made or furnished to PHI or Franchise Services, Inc. by or on behalf of maker in connection with this Note proves to have been false in any material respect when made or furnished. 5. Default under any Lease Agreement with PHI or under any indemnification or guaranty made to PHI. No delay or omission on the part of PHI in exercising any right hereunder shall operate as a waiver of such right or of any other right under this Note. A waiver on any one occasion shall not be construed as a bar to or waiver of any right and/or remedyonany future occasion. The maker of this Note expressly waives presentment, protest, demand, notice of dishonor or default, and notice of any kind with respect to this Note or the performance of the obligations under this Note. No renewal or extension of this Note, no release or surrender of any collateral or other security for this Note, no release of any person, primarily or secondarily liable on this Note, no delay in the enforcement of payment of this Note, and no delay or omission in exercising any right or power under this Note shall affect the liability of the maker. The maker will pay upon demand all costs of collection, legal expenses, and attorneys' fees incurred or paid by PHI in collection and/or enforcement of this Note upon default. If this Note is in default at the time when the rebate determined by maker's purchases from Franchise Services, Inc. is payable, maker assigns all his right, title, and interest in and to that rebate to PHI to be applied against the balance in default. PHI shall not be required to give notice of default prior to applying the rebate to the balance then in default. This Note may be prepaid in part or in full at any time without penalty. As used herein, the word "Maker" shall mean the undersigned. ATTEST: Sarah E. Winter, Secretary LARIMER COUNTY PIZZA HUT, INC. By James E. Winter, President GUARANTEE For value received, the undersigned, jointly and severally, hereby guarantee absolutely and unconditionally prompt payment of the within Note and agree to pay all interest, penalties, costs of collection, legal expenses, and attorneys' fees incurred or paid by PHI in the collection and/or enforce- ment of said Note and enforcement of this Guarantee. The undersigned hereby waive all suretyship defenses, exoneration, and other rights inconsistent with such provisions and which might otherwise be claimed and enforced. No renewal or extension of said Note, no release or surrender of any security for said Note or this Guarantee, no release of any person, primarily or secondarily liable on said Note (including any maker or guarantor), no delay in the enforcement of payment of said Note or this Guarantee, and no delay or omission in exercising any right or power under said Note or this Guarantee shall affect the liability of the undersigned hereunder. Each of the undersigned expressly waives presentment, protest, demand, notice of dishonor or default, notice of acceptance of this Guarantee, and notice of any kind with respect to said Note or this Guarantee for the performance of the obligations under said Note or this Guarantee. This Guarantee shall be irrevocable during the term of this Note or while any amount is left owing to PHI by the maker on account of this Note. Neither of the undersigned shall be relieved from the aforesaid Guarantee except by written release duly executed by PHI. Each of the undersigned consents to and agrees to be bound by all of the terms and provisions of said Note. (Date) James E. Winter (Date) Sarah E. Winter yrcy EXHIBIT "DI" STATE OF KANSAS UNIFORM COMMERCIAL CODE — FINANCING STATEMENT — FORM UCC-1 INSTRUCTIONS 1. PLEASE TYPE this form. Fold only along perforation for mailing. 2 Remove Secured Party and Debtor copies and send other 3 copies not detached to the filing officer, marked ATTENTION UCC Enclose filing fee. 3. When filing is to be in more than one office. duplicate UGC -1 may be placed over this set to avoid double typing. 4. If the space provided for any item(s) on the form is inadequate. this item(s) should be continued on additional sheets, preferably B x 5' 5 When a copy of the security agreement is used as a financing statement, it is requested that it be accompanied by a completed but unsigned set of these forms 6 At the time of original filing, filing officer should return third copy as an acknowledgment. This FINANCING STATEMENT is presented to a filing officer for filing pursuant to the Uniform Commercial Code'. 1. Debtor(s) (Last Name First) addressles) Larimer County Pizza Hut, Inc. 2 Secured Partylies) (or assignee and address(es): Pizza Hut, Inc. 9111 East Douglas Wichita, Kansas 67207 For Filing Officer. (Date. Time. No. and Filing Office). 3A. This financing statement covers the following types (or All furniture, equipment and leasehold items) of property: (Describe) improvements located at , as may now be owned or as may hereinafter be acquired, including all proceeds 3B. (If collateral is crops) The above described crops are thereof. growing or are to be grown on: (Describe real estate) N/A 3C. If applicable, the above (goods are to become fixtures at the wellhead or mineheatl of the well or mine located (Name of record owner) on:) (limber is standing on.) (minerals or the like, including oil and gas, or accounts will be financed ony (Legal description of real estate) 4. Check (X) if covered: W Proceeds of Collateral are also covered 0 Products of Collateral are also covered Number of Additional Sheets, if any Filed with: Secretary of State, UCC Division, Denver, Colorado LARIMER COUNTY PIZZA HUT, INC. PIZZA HUT, INC. By: Pres. By V. P. Signature(s) of Debtorls) , Signature(s) of Secured Partylies) (or assignee) Form approved by FORM UCC-1 — KANSAS UNIFORM COMMERCIAL CODE The Standard -Han Printing Co. Inc Secretary of State 3157 E. 10th Street Topeka. Kansas 66605 INSTRUCTIONS STATE OF KANSAS UNIFORM COMMERCIAL CODE — FINANCING STATEMENT — FORM UCC-1 1. PLEASE TYPE this form. Fold only along perforation for mailing. 2 Remove Secured Party and Debtor copies and send other 3 copies not detached to the filing officer. marked ATTENTION. UCC. Enclose filing fee. 3. When filing is to be in more than one office, duplicate UCC-1 may be placed over this set to avoid double typing. 0. If the space provided for any itemis) on the form is inadequate, this item(s) should be continued on additional sheets, preferably 8' a 5'. 5. When a copy of the security agreement is used as a financing statement, it is requested that it be accompanied by a completed but unsigned set of these forms 6. At the time of original filing, filing officer should return third copy as an acknowledgment. This FINANCING STATEMENT is presented to a filing officer for filing pursuant to the Uniform Commercial Code' t. Debtor(s) (Last Name First) addressiesl Winny Enterprises, Inc. 2. Secured Partypes) (or assignee and addressles)'. Pizza Hut, Inc. 9111 East Douglas Wichita, Kansas 67207 For Filing Officer (Date. Time, No. and Filing Office): 3A. This financing statement covers the following types (or All furniture, equipment and leasehold items) of property: (Describe) improvements located at , as may now be owned or as may hereinafter be acquired, including all proceeds 38. (If collateral is crops) The above described crops are thereof. growing or are to be grown on: (Describe real estate) N/A 3C. If applicable, the above (goods are to become fixtures at the wellhead or mineheatl of the well or mine located (Name of record owner) on:) (timber is standing on:) (minerals or the like, including oil and gas, or accounts will be financed on:) (Legal description of real estate) 4. Check (X) if covered: fX Proceeds of Collateral are also covered 0 Products of Collateral are also covered Number of Additional Sheets. if any riled with Secretary of State, UCC Division, Denver, Colorado WINNY ENTERPRISES, INC. PIZZA HUT, INC. By: Pres. By V. P. Signaturels) of Debtorls) / Signature(s) of Secured Partypesl (or assignee) '.._.: - _ ..._ .. .� .- ... ... Form approved by: ,_k(^ i y / 7pLV FORM UCC-1— KANSAS UNIFORM COMMERCIAL CODE Secretary of State The Streee— -Meekan Fasting Jt 5) E. IDtn Street — Topeka. Kansas fi6605 ACQUISITION AGREEMENT THIS AGREEMENT, made and entered into this 20th day of December , 1983, by and between LARIMER COUNTY PIZZA HUT, INC., hereinafter referred to as "Larimer", WINNY ENTERPRISES, INC., hereinafter referred to as "Winny", and JAMES E. WINTER, principal shareholder of Larimer and Winny, hereinafter referred to as "Winter", hereinafter collectively referred to as "Buyer", and PIZZA HUT, INC., a Delaware corporation, and its wholly -owned subsidiary, PIZZA HUT OF AMERICA, INC., a Delaware corporation, hereinafter collectively referred to as "Seller". WITNESSET H: WHEREAS, Seller is the owner of certain pizza restaurants located in the State of Colorado and desires to sell said assets utilized in the operation of those restaurants and is willing to grant a Franchise Agreement for the operation of those restaurants; and, WHEREAS, Buyer is agreeable to purchasing said assets and executing a Franchise Agreement subject to the terms and conditions hereof. NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties agree as follows: 1. TERRITORY: Seller is the operator of four (4) Pizza Hut restaurants which are located at the following locations: a. 2631 South College Fort Collins, Colorado b. 2439 West Tenth Street Greeley, Colorado c. 450 Denver Avenue Fort Lupton, Colorado d. 2525 8th Avenue Greeley, Colorado. 2. ASSETS: Larimer agrees to purchase the assets restaurants described in Provision l.a., b., and c. above. Winny agrees to purchase the described in Provision 1.d. above. of the assets of the restaurant The categories of assets included in the purchase price are as follows: Dishes, Glassware, Utensils, and other Smallwares; Furniture and Equipment; Prepaid Rents; Utility and Miscellaneous Deposits; Leasehold Improvements; and, Franchise Rights. 3. PURCHASE PRICE: a. Larimer: In consideration of the transfer of the assets by Seller to Larimer, Larimer agrees to pay Seller Four Hundred Fifty -Three Thousand and No/100 Dollars ($453,000.00), of which amount Two Thousand Five Hundred and No/100 Dollars ($2,500.00) will be paid in cash upon execution of this Acquisition Agreement. In addition, at Closing, Larimer agrees to execute a Promissory Note in the same form as the Note attached to this Agreement as Exhibit "C", secured by the leasehold improvements and furniture and equipment located in the restaurants and personally and unconditionally guaranteed by James E. Winter, in the principal amount of Four Hundred Fifty Thousand Five Hundred and No/100 Dollars ($450,500.00) for a term of six (6) years and bearing interest at the rate of twelve and one-fourth percent (12-1/4%) per annum on the unpaid balance. Larimer shall have the right to prepay without penalty. Larimer agrees to execute a Form UCC-1 and Financing Statement similar in form to that attached as Exhibit "D" and to furnish such information and execute such additional documents as Seller may require to perfect its security interest. b. Winny: In consideration of the transfer of assets by Seller to Winny, Winny agrees to pay Seller One Hundred Seventy Thousand and No/100 Dollars ($170,000.00), of which amount Eight Hundred Thirty -Three and 34/100 Dollars ($833.34) will be paid in cash upon execution of this Acquisition Agreement. In addition, at Closing, Winny agrees to execute a Promissory Note in the same form as the Note attached to this Agreement as Exhibit "C", secured by the leasehold improvements and furniture and equipment located in the restaurant and personally and unconditionally guaranteed by James E. Winter, in the principal amount of One Hundred Sixty -Nine Thousand One Hundred Sixty -Six and 67/100 Dollars ($169,166.67) for a term of six (6) years and bearing interest at the rate of twelve and one-fourth percent (12-1/4%) per annum on the unpaid balance. Winny shall have the right to prepay without penalty. Winny agrees to execute a Form UCC-1 and Financing Statement similar in form to that attached as Exhibit "D" and to furnish such information and execute such additional documents as Seller may require to perfect its security interest. c. In addition to the purchase price, Buyer agrees to pay to Seller in cash at Closing an amount equal to the cash on hand and the inventory of food ingredients, supplies, paper products, and other consumables, as described on Pizza Hut Form 06113 (12/77), valued at Seller's cost, in the restaurants as of the close of business the day prior to the Closing Date. 4. EFFECTIVE DATE AND CLOSING DATE: This transaction shall be consummated at a Closing to be held at the corporate headquarters of Seller at such time and place which' shall be mutually agreeable ("Closing Date"); provided, however, that if this transaction does not close on or before January 3, 1984, it shall automatically terminate with no further obligation to either party and each party shall promptly return all documents and copies thereof to the other. 5. LEASES: a. At Closing, Seller will assign to Larimer all its right, title, and interest in the Real Estate Lease Agreement for the location described in Provision l.a. and b. above, together with all required consents and other miscellaneous leases, which Lease is set forth in Exhibit "A". The assignment of said Lease shall be on the same terms and conditions as set forth in the Lease Agreement. b. As of the Closing Date and thereafter, Larimer and Winter agree to assume and pay all rents, taxes, and insurance and faithfully comply with all the terms and conditions of said Lease. Larimer and Winter hereby agree to indemnify and hold harmless Seller, its affiliates, subsidiaries, employees, and agents from any loss, cost, damages, or other expense, including attorneys' fees, thereafter incurred by Seller relative to said Lease. In addition, Winter and spouse will execute a personal guaranty guaranteeing the performance of Larimer. c. Seller will enter into a Lease with Larimer for the following location: 450 Denver Avenue Fort Lupton, Colorado 80621, whereby Seller will lease to Larimer for a term of fifteen (15) years from the Closing Date of this transaction, with two (2) five (5) year additional terms at a minimum annual fixed rent for the renewal term equal to six percent (6%) of the unit's gross annual sales for the last year of the initial term or the renewal term plus a sum equivalent to the amount, if any, by which six percent (6%) of the unit's gross annual sales exceed the minimum annual fixed rent. Larimer will execute Seller's standard Lease Agreement. Terms shall be net. Rent for the primary term shall be Two Thousand and No/100 Dollars ($2,000.00) per month, plus a sum equivalent to the amount, if any, by which six percent (6%) of said unit's gross sales exceed the fixed minimum rent payable during the Lease year. In addition, Winter and spouse will execute a personal guaranty guaranteeing the performance of Larimer. d. At Closing, Seller will assign to Winny all its right, title, and interest in the Real Estate Lease Agreement for the location described in Provision 1.d. above, together with all required consents and other miscellaneous leases, which Lease is set forth in Exhibit "A". The assignment of said Lease shall be on the same terms and conditions as set forth in the Lease Agreement. e. As of the Closing Date and thereafter, Winny and Winter agree to assume and pay all rents, taxes, and insurance and faithfully comply with all the terms and conditions of said Lease. Winny and Winter hereby agree to indemnify and hold harmless Seller, its affiliates, subsidiaries, employees, and agents from any loss, cost, damages, or other expense, including attorneys' fees, thereafter incurred by Seller relative to said Lease. In addition, Winter and spouse will execute a personal guaranty guaranteeing the performance of Winny. f. Buyer acknowledges that it has inspected the buildings and premises to be transferred and accepts them in their current condition. 6. FRANCHISE AGREEMENT: At Closing, Seller agrees to grant James E. Winter a Franchise Agreement upon its current standard Going Forward Franchise Agreement form for/ Larimer and Weld Counties, Colorado. /Jackson, 7. BILLS OF SALE: At Closing, Seller agrees to execute separate Bills of Sale, the form of which is set forth in Exhibit "B", whereby Seller assigns all its right, title, and interest in the assets being acquired, including, but not limited to, the change fund, if any; inventory; dishes, glassware, utensils, and other smallwares; furniture and equipment; miscellaneous prepaids; utility and miscellaneous deposits; and, leasehold improvements. 8. BULK SALES WAIVER: Seller and Buyer hereby waive compliance by the other of any bulk sales or similar laws which may be applicable to the transactions contemplated by this Acquisition Agreement. 9. ASSUMPTION OF LIABILITIES -- PRORATION: All rents, taxes and assessments, utilities, and other payables will be prorated between the parties as of the Date of Closing. Proration will be based on the actual expenses for the applicable period. Seller will pay the actual expenses when due, and Buyer agrees to reimburse its portion of the proratable expenses within fifteen (15) days of receipt of Seller's request for reimbursement. 10. SELLER WARRANTS: Seller hereby represents and warrants as follows: a. That it is a corporation duly organized and in good standing with full corporate power and authority to enter into and perform this Agreement. The execution and delivery of this Agreement by Seller has been duly authorized by all requisite corporate action. b. That Seller has the legal power and right to enter into and perform this Agreement. The execution, delivery, and performance of this Agreement is not prohibited by and will not be in violation of any agreement or instrument to which Seller is a party or by which Seller is bound. c. That all tax returns and reports of the business required by law to be filed have been filed and all taxes, assessments, fees, and other governmental charges upon the business, or upon any of its properties, assets, or income, which are due and payable have been paid, other than those presently payable without penalty or interest and other than in connection with the sales and use taxes. d. That the Real Estate Lease Agreement is in full force and effect and that no defaults exist under the Lease, and that all payments which are due pursuant to the Lease Agreement, such as rent, taxes, insurance, etc., have been made as of the Closing Date. e. That Seller has good and marketable title to all of its assets being acquired and none of its assets are or will be at the time of Closing subject to any mortgage, security interest, equipment lease, pledge, lien, conditional sales contract, encumbrance, or charge. f. That the building and improvements, as well as the equipment, fixtures, and furniture located at the premises, are now in good operating condition and repair to the best of Seller's knowledge and belief and currently conform to all applicable codes, ordinances, and regulations and building, zoning, or other laws pertaining thereto and, further, that there are no structural defects in the building and improvements. g. That Seller holds all necessary licenses, permits, and authorizations required for the conduct of its business as presently conducted and all -such licenses, permits, and authorizations shall be in full force and effect at the time of Closing and not subject to any threatened revocation, suspension, or adverse modification. h. That Seller is not a party to nor is it bound by any material lease other than those agreements disclosed herein or in exhibits hereto. Nor is it a party to any license, contract, agreement, or other commitment which relates to the assets being acquired. i. That there is no litigation, proceeding, or investigation pending or, to the knowledge of Seller, threatened in any court or before any regulatory commission, board, or other administrative governmental agency against it or affecting the business which could impose any liability or loss on the business or could affect any of its property, assets, rights, or ability to operate its business. j. That upon Closing, the Restaurants shall be in full operation and will not be subject to or threatened with any interruption or impairment of service to its customers. k. That no union is now certified or claiming to be certified or entitled to be certified as collective bargaining agent to represent the employees of Seller. 1. That regarding the assets being acquired, Seller has not waived or released any right or interest of substantial value under or pertaining to any of its leases, agreements, contracts, property, or other assets. m. That Seller will maintain insurance coverage until the Closing Date. n. That there are no other contracts other than the Yellow Pages advertising, written or oral, affecting the operation of the business not disclosed herein except for miscellaneous service contracts which are all terminable upon thirty (30) days notice or less and that all obligations and liabilities arising in the ordinary course of business which are due and payable have been paid. o. That Seller will use its best efforts to retain in its employment all of its present employees, to preserve the goodwill of the business with Seller's customers, suppliers, and others, to operate the business in accordance with good and accepted practices in the industry, and to do nothing which would derogate from the successful operation of such business after the date hereof. Employees of Seller at said Restaurants shall be free to become employees of Buyer as of the Date of Closing. Any and all claims (except for accrued vacation) of such employees arising out of their employment by Seller prior to the Closing Date shall be the sole liability of Seller, and Seller agrees to indemnify Buyer from any and all such claims. Thereafter, any and all claims of such employees (including claims for accrued vacation arising prior to the Date of Closing) shall be the sole liability of Buyer, and Buyer agrees to indemnify Seller from any and all such claims. 11. BUYER WARRANTS: Buyer warrants and represents as follows: a. That it is a corporation duly organized and in good standing with full corporate power and authority to enter into and perform this Agreement. The execution and delivery of this Agreement by Buyer has been duly authorized by all requisite corporate action. b. That Buyer has the legal power and right to enter into and perform this Agreement. The execution, delivery, and performance of this Agreement is not prohibited by and will not be in violation of any agreement or instrument to which Buyer is a party or by which Buyer is bound. c. That Buyer is under no Legal impediment by reason of any contract or otherwise to its entering into and performing this Agreement. 12. INDEMNIFICATION: Seller, Buyer, and Winter each agree to indemnify each other from any liabilities, loss, or damage which may occur as a result of a breach of any of the warranties described in Provisions 10. and 11. above. All representations, warranties, and indemnifications will survive the Closing Date. 13. SELLER SHALL DO: Seller shall do or cause to be done the following: a. Seller shall furnish to Buyer Franchise Agreements, Real Estate Leases, Lease assignments and consents, and any other agreements pertaining to the restaurant operations being acquired hereunder as may be reasonably requested by Buyer. b. Seller will give to Buyer and its legal counsel, accountants, and other representatives, full access during normal business hours to all of the properties, books, contracts, commitments, and records of the business and will furnish to Buyer all such documents and copies of documents (certified, if reasonably requested), and information with respect to the affairs and assets of the business as Buyer from time to time may reasonably request. c. Seller agrees to assist Buyer at Buyer's expense in obtaining all applicable licenses and permits, including alcoholic beverage licenses. 14. BUYER/SELLER OBLIGATIONS: All of the obligations of Buyer and Seller under this Agreement are subject to the fulfillment of each of the following conditions: a. Seller shall have performed and complied with all agreements and conditions required by this Agreement to be performed and/or complied with by it prior to or upon Closing. b. Assignments of the Lease Agreements and required consents described in Provision 5.a. above. c. Execution of the Lease Agreement and Guaranty described in Provision 5.c. above. d. Execution of the Franchise Agreement pursuant to Provision 6. above. e. Execution of Bill of Sale agreements pursuant to Provision 7. above. f. At Closing, Seller shall have delivered to Buyer an opinion (in form and substance satisfactory to Buyer and its counsel) from Seller's counsel dated the Closing Date to the effect that: i) Seller has good and marketable title to all of its assets being sold pursuant to this Agreement and said assets are unencumbered, except as disclosed in this Acquisition Agreement or in the accompanying exhibits. ii) Such counsel, after inquiry with respect thereto, has no knowledge of any litigation, proceeding, or other investigation, pending or threatened, which might result in any material adverse change in the business or prospects or conditions (financial or otherwise) of Seller or in any of its rights, properties, leases, or other assets or which questions the validity of this Acquisition Agreement, or of any action taken or to be taken by Seller pursuant to or in connection with the provisions of this Agreement and that such counsel does not know or have any reason to know of any basis for any such litigation, proceeding, or investigation. iii) To the knowledge of said counsel, each of the leases, licenses, permits; agreements, contracts, and commitments being acquired herein are valid and enforceable in accordance with its terms, and to the knowledge of such counsel there is no existing or threatened default with respect to any thereof. iv) As to such other legal matters relevant to the transactions contemplated hereby as Buyer may reasonably request. g. Buyer's payment to Seller of the down payment and execution of the Promissory Note and related documents. 15. DOCUMENTS OF execute and deliver to Buyer reasonably shall its right, title, and hereunder or otherwise Agreement. CONVEYANCE: Upon request of Buyer, Seller will Buyer such further instruments and documents as deem necessary or advisable to further confirm interest in and to the assets to be conveyed to carry out the provisions and purposes of this 16. NO BROKER: Each of the parties represents and warrants to the other party that such party has not entered into any agreement or incurred any liability to any broker, finder, or person rendering similar services in bringing about the execution of this Agreement, and each such party hereby indemnifies the other party against any claims of and liabilities to any such broker, finder, or person who claims to have rendered such services. 17. Buyer acknowledges and agrees that there have been no statements or warranties made to it by Seller as an inducement for its decision to purchase and, further, that the decision to purchase was made independently by Buyer with the aid of professional counselors, both legal and accounting. Buyer further acknowledges and agrees that all the books and records of Seller pertaining to the restaurants and the assets being sold or transferred hereunder have been made available for inspection and that the decision to purchase for the consideration set forth herein was made independently and/or based on inspection by Buyer or its agents or representatives without reliance on any written or oral statements of any kind or character by Seller or its representatives except as contained in this Agreement or in the Pizza Hut, Inc. Franchise Offering Circular for Prospective Franchisees. 18. BINDING: This Acquisition Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the respective parties hereto, their personal representatives, successors and assigns, but no party shall make any assignment of any rights under this Acquisition Agreement without the written consent of the other party hereto. 19. NOTICES: All notices and other communications given pursuant to or with respect to this Acquisition Agreement shall be in writing and shall be delivered by hand or sent by United States mail, postage prepaid, and at the option of the sender may be sent by registered or certified mail addressed: If to Buyer: James E. Winter 13 Huntington Wichita, Kansas 67206 If to Seller: Raymond W. Baker Corporate Counsel Pizza Hut, Inc. P. 0. Box 428 Wichita, Kansas 67201 Any such addresses may be changed by written notice so given to the other party. Such notice shall be deemed to have been delivered when delivered by hand or on the date when such notice is first delivered or presented for delivery by the United States Post Office at the address placed thereon. 20. AGREEMENT: This Acquisition Agreement may not be changed, altered, or amended orally, but only by a writing executed by the party hereto against whom such change, alteration, or amendment is sought to be enforced. 21. LAW GOVERNING: This Acquisition Agreement shall be deemed to have been entered into and to be performed in the State of Kansas and shall be governed and construed and enforced in accordance with the laws of such state. 22. ORIGINALS/COUNTERPARTS: This Acquisition Agreement may be executed in any number of counterparts, each of which shall, for all purposes, be deemed an original, but all of which together shall constitute one and the same instrument. 23. Seller and Buyer understand that an Acquisition Agreement for the sale and acquisition of two (2) additional Pizza Hut restaurants will be closed in December 1983. Seller and Buyer agree that a default or breach ofthisAgreement will be considered as a default or breach of the other Agreement. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals on the date and year first above written. LARIMER COUNTY PIZZA HUT, INC. ATTEST: BY 2la/,21. A (.. Zuf/`(S3 Sarah E. Winter, Secretary ATTEST: By Ia/IA]i e Sarah E. Winter, Secretary WITNESS: ATTEST: Gerald T. Aaron, Secretary ATTEST: "BUYER" E. Winter, President WINNY ENTERPRISES, INC. By ames E. Winter, President, "WINNY" "WINTER" ames E. Winter, Individually PIZZA HUT, INC. By •C /0. Fredric G. Reynolds, g/tce President "SELLER" PIZZA HUT OF AMERICA, INC. Gerald T. Aaron, President "SELLER" dlw 52/g EXHIBIT "A" Lease Agreement dated December 1, 1976 between Maxco, Inc. (subsequently assigned to Treasure Key Associates, a Limited Partnership), as Lessor, and Denver Pizza, Inc. (subsequently assigned to Pizza Hut of America, Inc.), as Lessee, covering the property commonly known as: 2631 South College Avenue Fort Collins, Colorado Lease Agreement dated October 15, 1973 between Second Tarbert Properties, Inc., as Lessor, and Denver Pizza, Inc. (subsequently assigned to Pizza Hut of America, Inc.), as Lessee, covering the property commonly known as: 2439 West Tenth Street Greeley, Colorado Lease Agreement dated May 18, 1978 between Gordon K. Rissler, as Lessor, and Denver Pizza, Inc. (subsequently assigned to Pizza Hut of America, Inc.), as Lessee, covering the property commonly known as: 2525 8th Avenue Greeley, Colorado Miscellaneous Contracts: Agreement dated March 16, 1983 between Pizza Hut of America, Inc. and 0. D. Olson, covering the installation and service of game machines and jukeboxes. Term: One (1) year from date; automatically renews on a month -to -month basis. Termination after one year: Ten (10) days written notice. Agreement dated January 31, 1983 between Pizza Hut of America, Inc. and Gordon Neon Company covering maintenance of electrical advertising displays. Term: One (1) year from date; automatically renews on a month -to -month basis. Termination: Thirty (30) days written notice. WAIVER OF NOTICE OF FIRST MEETING OF BOARD OF DIRECTORS OF WINNY ENTERPRISES, INC. We, the undersigned, being all of the directors and the incorporator of the Cor- poration, hereby agree and consent that the first meeting of board of directors of the Corporation be held on the date and time and at the place designated hereunder, and do hereby waive all notice whatsoever of such meeting and of any adjournment or adjourn- ments thereof. We do further agree and consent that any and all lawful business may be transact- ed at such meeting or at any adjournment or adjournments thereof as may be deemed advisable by the incorporator and directors present thereat. Any business transacted at such meeting or at any adjournment or adjournments thereof shall be as valid and legal and of the same force and effect as if such meeting or adjourned meeting were held after notice. Place of Meeting: 2407 Briarwood Drive Boulder, Colorado 80303 Time of Meeting: 1:00 p.m. Date of Meeting: October 3, 1983 Dated: October 3, 1983 BOARD OF DIRECTORS: ames E. Winter Sarah E. Winter alydzal Barbara Rieger FURTHER RESOLVED, That the officers of the Corporation be, and they hereby are, authorized, empowered and directed to take any and all steps, and to execute and deliver any and all instruments in connection with consummating the transaction contemplated by the aforesaid offer and in connection with carrying the foregoing resolution into effect. Following discussion upon motion duly made, seconded and unanimously carried, it was RESOLVED, That the fiscal year of the Corporation be and extend from January 1st through December 31st. Following discussion, it was moved, seconded and passed that the Corporation elect to be treated as a small business corporation under Section 1372(a) of the Internal Revenue Code subject to shareholder approval. There being no further business to come before the meeting, it was adjourned. BOARD OFDIRECTORS:DIRECTORS: mes Winter 01',A./, re; Le> SaraE. Winter Barbara Rieger Secretary 5 coPY [202056] 2525 8th Avenue Greeley, Colorado PROMISSORY NOTE ➢ate: January 3, 1984 $169,166.66 The undersigned, for value received, hereby promises to pay to the order of Pizza Hut, Inc. (referred to hereinafter as "PHI"), the sum of One Hundred Sixty -Nine Thousand, One Hundred Sixty -Six Dollars & 66/100 ($169,166.66), payable in semiannual installments on July 3 and January 3, plus interest, at the rate of twelve and one-fourth percent (124%) per annum, as follows: July 3, 1984 January 3, 1985 July 3, 1985 January 3, 1986 July 3, 1986 January 3, 1987 $ 6,800.00 July 3, 1987 6,800.00 January 3, 1988 12,000.00 July 3, 1988 12,000.00 January 3, 1989 12,400.00 July 3, 1989 12,400.00 January 3, 1990 $17,200.00 17,200.00 20,400.00 20,400.00 15,000.00 16,566.66 At the option of PHI, this Note shall become immediately due and payable without notice or demand upon the occurrence of any of the following events of default: 1. Failure of the maker to comply with any of the promises contained in this Note or to pay or to perform any other obligation of the maker to PHI or Franchise Services, Inc.; or, 2. Dissolution, termination of existence, insolvency, failure to pay debts as they mature, business failure, appointment of a receiver of any part of the property of maker, assignment for the benefit of creditors by, or the commencement of any proceedings under any bankruptcy, foreclosure, or insolvency laws by or against, any maker or James E. Winter hereof; or, 3. Default under any Franchise Agreement with PHI; or 4. Any warranty, representation, or statement made or furnished to PHI or Franchise Services, Inc. by or on behalf of maker in connection with this Note proves to have been false in any material respect when made or furnished. 5. Default under any Lease Agreement with PHI or under any indemnification or guaranty made to PHI. No delay or omission on the part of PHI in exercising any right hereunder shall operate as a waiver of such right or of any other right under this Note. A waiver on any one occasion shall not be construed as a bar to or waiver of any right and/or remedy on any future occasion. The maker of this Note expressly waives presentment, protest, demand, notice of dishonor or default, and notice of any kind with respect to this Note or the performance of the obligations under this Note. No renewal or extension of this Note, no release or surrender of any collateral or other security for this Note, no release of any person, primarily or secondarily liable on this Note, no delay in the enforcement of payment of this Note, and no delay or omission in exercising any right or power under this Note shall affect the liability of the maker. L3/d 7 12/83 The maker will pay upon demand all costs of collection, legal expenses, and attorneys' fees incurred or paid by PHI in collection and/or enforcement of this Note upon default. If this Note is in default at the time when the rebate determined by maker's purchases from Franchise Services, Inc. is payable, maker assigns all his right, title, and interest in and to that rebate to PHI to be applied aoai,,st the halanr. in ,,,.; �� 7;T ..ho;; not he rcy,.iLA to give :Mice of default prior to applying the rebate to the balance then in default. This Note may be prepaid in part or in full at any time without penalty. As used herein, the word "maker" shall mean each of the undersigned. WINNY ENTERPRISES, INC. (ATTEST: <- , i4 .CU,ti,��> Sarah E. Winter, Secretary GUARANTEE E. Winter, President For value received, the undersigned, jointly and severally, hereby guarantee absolutely and unconditionally prompt payment of the within Note and agree to pay all interest, penalties, costs of collection, legal expenses, and attorneys' fees incurred or paid by PHI in the collection and/or enforcement of said Note and enforcement of this Guarantee. The undersigned hereby waive all suretyship defenses, exoneration, and other rights inconsistent with such provisions and which might otherwise be claimed and enforced. No renewal or extension of said Note, no release or surrender of any security for said Note or this Guarantee, no release of any person, primarily or secondarily liable on said Note (including any maker or guarantor), no delay in the enforcement of payment of said Note or this Guarantee, and no delay or omission in exercising any right or power under said Note or this Guarantee shall affect the liability of any of the undersigned hereunder. Each of the undersigned expressly waives presentment, protest, demand, notice of dishonor or default, notice of acceptance of this Guarantee, and notice of any kind with respect to said Note or this Guarantee for the performance of the obligations under said Note or this Guarantee. This Guarantee shall be irrevocable during the term of this Note or while any amount is left owing to PHI by the maker on account of this Note. Neither of the undersigned shall be relieved from the aforesaid Guarantee except by written release duly executed by PHI. Each of the undersigned consents to and agrees to be bound by all of the terms and provisions of said Note. (Date) 1-3-kr (Date) ea) ames E. Winter faytebit- Sarah E. Winter L3/d 8 12/83 DEPARTMENT OF STATE CER'T`IFICATE• NATALIE MEYER , U'cee/a4y of .flak of IA Rate of olaa% h ay ce2 I/ta1 IA % e2eguiiitel /!2 /he Afiance of Ma cctlT Tale have been f4 &.ea! in con$fance with lm. and aae /canal k conist to liw. dccc4tcli l 11 ' ynecl 4 vi?lue of the aallw /uiy n� �, to u�rt�letlt , veiled in me by lace, /e4 / E! - - [:,3N J'' ENT EP.PH _:5 I N DATED: T OF: .= -. r t-7(2:41..��ct-7(2:41.. 1, 1 SECRETARY OF STATE ARTICLES OF INCORPORATION OF WINNY ENTERPRISES, INC. KNOW ALL MEN BY THESE PRESENTS, That I, CHARLES L. SISK, the undersigned natural person of the age of twenty-one years or more, acting as sole incorporator of a corporation (hereinafter referred to as the "Corporation") under the provisions of the Colorado Corporation Code, adopt the following Articles of In- corporation: ARTICLE I NAME The name of the corporation is WINNY ENTERPRISES, INC. ARTICLE II PERIOD OF DURATION The period of duration of the corporation is perpetual. ARTICLE III PURPOSES AND POWERS Section 1. Purposes. This corporation is permitted to conduct all lawful business pursuant to the Colorado Corporation Code. Section 2. Powers. a) In general to have and exercise any and all powers that corporations have and may exercise under the laws of the State of Colorado and as the same may be amended, except such powers as are inconsistent with the express provisions of these Articles of Incorporation. b) To do all and everything necessary, suitable, or proper for the accomplishment of any of the purposes, the attainment of any of the objects, or the exercise of any of the powers herein set forth, either alone or in conjunction with other corpora- tions, firms, individuals, and either as principals or agents, and to do every other act or acts, thing or things, incidental or appurtenant to or growing out of or connected with the above - mentioned objects, purposes or powers. c) To enter into and perform all manner and kinds of contracts, agreements, and obligations for any lawful purpose by or with any person, firm, association, corporation, or governmental division or subdivision. d) The corporation hereby formed shall have power to pur- chase, lease or otherwise acquire by bequest, devise, gift, or other means, and to hold, own, manage, or develop, and to mort- gage, hypothecate, deed in trust, sell, convey, exchange, option, subdivide, or otherwise dispose of real and personal property of every class and description and any estate or interest therein, as may be necessary or convenient for the proper conduct of the affairs of the corporation, without limitation as to amount or value, in any of the states, districts, or territories of the United States, and in any and all foreign countries, subject to the laws of any such states, districts, territories, or countries. e) To acquire all or any part of the good will, rights, franchises, property, and business of any person, firm, associa- tion, or corporation engaged in any business similar to the business of this corporation, and to pay for it in cash or in stock or obligations of the corporation or otherwise, and to hold, utilize, enjoy, and in any manner dispose of the whole or any part of the rights and properties so acquired, and to assume in connection therewith any liabilities of any such person, firm, association, or corporation, and to conduct in a lawful manner the whole or any part of the business thus acquired. ARTICLE IV AUTHORIZED SHARES The aggregate number of shares which the corporation shall have the authority to issue is 100,000 shares and each such share shall be without par value. -2- ARTICLE V SHAREHOLDERS' RIGHTS Section 1. Cumulative Voting. Cumulative voting shall be allowed in the election of directors. Section 2. Preemptive Rights. The holders of shares of common stock shall have preemptive rights to purchase, subscribe for, Or otherwise acquire any part of any new or additional shares of any class whatever, or of any treasury shares of the corporation, or of securities convertible into any class whatso- ever, or of warrants, rights or other instruments which carry the right to purchase shares of any class whatsoever, whether now or hereafter authorized, or whether issued for cash, property or services. ARTICLE VI REGISTERED OFFICE AND AGENT Section 1. Registered Office. The address of the initial registered office of the corporation is 965 Arapahoe Avenue, Post Office Box No. 4585, Boulder, Colorado, 80306-4585. Section 2. Registered Agent. The name of the initial registered agent of the corporation at such address is CHARLES L. SISK. ARTICLE VII DIRECTORS Section 1. Number of Directors. The initial Board of Directors shall consist of three (3) directors. The number of directors may be increased or decreased from time to time by amendment of the By -Laws; provided that the number of directors may not be decreased below three; and further, that no decrease shall have the effect of shortening the term of any incumbent director. Section 2. Quorum of Directors. A quorum for the trans- action of business shall be a majority of the directors, unless a different quorum shall be designated by the By -Laws. -3- Section 3. Executive Committee. Unless the By -Laws provide to the contrary, all of the directors by appropriate resolution may designate two or more directors to constitute an Executive Committee, which committee, to the extent provided in such reso- lution or the By -Laws of the corporation, shall have and may exercise all of the authority of the Board of Directors in the management of the corporation; but the designation of such Executive Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by Section 4. Contracts of Directors. other transaction between the corporation directors, or between the corporation and law upon it or him. No act, contract or and one or more of its any firm of which one or more of its directors are members or employees, or in which they are in any way interested, or between the corporation and any corporation or association of which one or more of its directors are shareholders, members, directors, trustees, officers or employees, or in which they are in any way interested, shall be affected or invalidated in any way because of such fact; provided that such act, contract or other transaction shall have been authorized by the Board of Directors; and provided further, that such fact shall have been known to or disclosed to the Board of Directors prior to its authorization of such act, contract or other transaction, or unless the Board of Directors shall ratify such act, contract or other transaction after such fact shall have been known to or disclosed to it. The director or directors so interested may be present and may be counted in determining the existence of which authorizes action, and such force and effect a quorum at any meeting of the Board of Directors or ratifies such act, contract or other trans - director or directors may vote thereat with like as if he were not so interested. -4- Section 5. Names and Addresses. The names and addresses of the persons who are to serve as directors until the first annual meeting of shareholders, and until their successors shall have been elected as follows: Name Address 13 Huntington Wichita, Kansas 67206 and qualified are, JAMES E. WINTER SARAH E. WINTER BARBARA RIEGER Section 13 Huntington Wichita, Kansas 67206 2407 Briarwood Drive Boulder, Colorado 80303 ARTICLE VIII INCORPORATOR 1. Name and Address of Incorporator. address of the Incorporator, Name CHARLES L. SISK EXECUTED this day undersigned Incorporator. is as follows: Address The name and 965 Arapahoe Avenue P.O. Box No. 4585 Boulder, Colorado 80306-4585 ofi, 198 , by the Charles L. .Sisk STATE OF COLORADO ) SS COUNTY OF BOULDER Before me, and or the said C 198 , appeared referred to in Art e VIII o poration, and upon oath, swore stated. , a Notary Public in this t -day of \J -6)O7:' , being the Incorporator the foregoing Articles of Incor- to the trust of the facts therein WITNESS MY HAND AND OFFICIAL SEAL. MY COMMISSION EXPIRES: (SEAL) /8/ //596 PUBLIC Address: 965 Arapahoe Avenue P.O. Box No. 4585 Boulder, Colorado 80306-4585 -5- CORPORATE DATE SHEET OF WINNY ENTERPRISES, INC. Date of Incorporation State of Incorporation October 3, 1983 Colorado 2407 Briarwood Drive Boulder, Colorado 80303 Principal Place of Business Directors: James E. Winter Sarah E. Winter Barbara Rieger Officers: President Secretary Treasurer James E. Winter Sarah E. Winter James E. Winter Bank Accounts 4th National Bank Wichita, Kansas Fiscal Year January Annual Meeting Date Registered Agent Registered Office Shareholders: Name James E. Winter Sarah E. Winter 1st through December 31st 2nd Monday in January Charles L. Sisk 965 Arapahoe Boulder, Colorado 80302 Number of Shares 750 250 CORPORATE RECORD OF WINNY ENTERPRISES, INC. Shares Issued Under Sec. 1244 of Internal Revenue Code 1. The Plan to Offer Shares qualifying Under Sec. 1244 of the Internal Revenue Code was adopted by the Board of Directors on October 3, 1983. 2. Prior to the adoption of the Plan no contributions to capital or paid -in surplus of the Corporation were made. 3. Upon the date of adoption of the Plan, the Corporation had no equity capital. 4. The shares of common stock issued pursuant to the Plan are as follows: Date of No. of Cert. No. Issued To Issuance Shares 1 2 James E. Winter 10/03/83 Sarah E. Winter 10/03/83 750 250 Consideration RATIFICATION OF FIRST MEETING OF WINNY ENTERPRISES, INC. We, the undersigned shareholders, having read the minutes of the first meeting of the Corporation held on October 3, 1983, do hereby ratify, approve and affirm the actions taken and business transacted at said meeting as reported in the minutes of said meeting. DATED: October 3, 1983 SHAREHOLDERS: ames E. Winter Sarah E. Winter C WAIVER OF NOTICE OF FIRST MEETING OF SHAREHOLDERS OF WINNY ENTERPRISES, INC. We, the undersigned, being all of the shareholders of the Corporation, hereby agree and consent that the first meeting of shareholders of the Corporation be held on the date and time and at the place designated hereunder, and do hereby waive all notice whatsoever of such meeting and of any adjournment or adjournments thereof. We do further agree and consent that any and all lawful business may be transact- ed at such meeting or at any adjournment or adjournments thereof as may be deemed advisable by the shareholders present thereat. Any business transacted at such meeting or at any adjournment or adjournments thereof shall be as valid and legal and of the same force and effect as if such meeting or adjourned meeting were held after notice. Place of Meeting: 2407 Briarwood Drive Boulder, Colorado 80303 Time of Meeting: 2:00 p.m. Date of Meeting: October 3, 1983 Dated: October 3, 1983 ISH EHOLDERS: ames E. Winter e Sarah E. Winter MINUTES OF THE FIRST MEETING OF SHAREHOLDERS OF WINNY ENTERPRISES, INC. The first meeting of shareholders of the corportion was held on the date and at the time and place set forth in the written Waiver of Notice signed by the shareholders, fixing such time and place, and prefixed to the minutes of this meeting. The meeting was called to order by James E. Winter, heretofore elected as chair- man of the meeting by the shareholders, and the following shareholders, being all of the shareholders of the Corporation, were present: James E. Winter and Sarah E. Winter. There was presented to the meeting the following: 1. Copy of Certificate of Incorporation; 2. Copy of By -Laws of the Corporation, duly adopted by the Directors; 3. Resolutions adopted by the Directors; 4. Minutes of First Meeting of Directors; 5. Corporate Certificate Book; and 6. Corporate Certificate Record Book. Upon motion duly made, seconded and unanimously carried, it was RESOLVED, That the itesm listed above have been examined by all shareholders, and are all approved and adopted and that all acts taken and decisions reached as set forth in such documents be, and they hereby are, ratified and approved by the shareholders of the Corporation. There being no further business to come before the meeting, upon motion duly made, seconded and unanimously carried, the meeting was adjourned. DATED: October 3, 1983 o / v' //iL 2if Secretary SHAREHOLDERS: Ja es .0 Winter Sarah E Winter 2 WAIVER OF NOTICE OF FIRST MEETING OF BOARD OF DIRECTORS OF WINNY ENTERPRISES, INC. We, the undersigned, being all of the directors and the incorporator of the Cor- poration, hereby agree and consent that the first meeting of board of directors of the Corporation be held on the date and time and at the place designated hereunder, and do hereby waive all notice whatsoever of such meeting and of any adjournment or adjourn- ments thereof. We do further agree and consent that any and all lawful business may be transact- ed at such meeting or at any adjournment or adjournments thereof as may be deemed advisable by the incorporator and directors present thereat. Any business transacted at such meeting or at any adjournment or adjournments thereof shall be as valid and legal and of the same force and effect as if such meeting or adjourned meeting were held after notice. Place of Meeting: 2407 Briarwood Drive Boulder, Colorado 80303 Time of Meeting: 1:00 p.m. Date of Meeting: October 3, 1983 Dated: October 3, 1983 INCORPORATOR: Charles L. Sisk BOARD OF DIRECTORS: C?").(01 ames E. Winter dah E. Winter Barbara Rieger MINUTES OF THE FIRST MEETING OF THE BOARD OF DIRECTORS OF WINNY ENTERPRISES, INC. The first meeting of the board of directors of the Corporation was held on the date, and at the time and place set forth in the written Waiver of Notice, signed by all the directors, fixing such time and place and prefixed to the minutes of this meeting. There were present the following: James E. Winter, Sarah E. Winter and Barbara Rieger, being all of the directors of the Corporation. The incorporator in attendance was Charles L. Sisk. The meeting was called to order by James E. Winter. It was moved, seconded and unanimously carried that Sarah E. Winter act as temorary secretary. The chairman then presented a copy of the Certificate of Incorporation, and reported that the original thereof had been filed in the office of the Secretary of State of Colorado on October 3, 1983, and that the organization tax on the authorized shares of the Corporation and the filing fee required by law had been paid to the Secretary of State. Upon motion duly made, seconded and unanimously carried it was RESOLVED, That a copy of the Certificate of Incorporation to- gether with a copy of the Articles of Incorporation be inserted in the Minute Book of the Corporation. The chairman presented a proposed form of By -Laws for the regulation and man- agement of the affairs of the Corporation, and stated that the same had been prepared by the Corporation's counsel, HURTH, YEAGER & SISK, in accordance with the instruc- tions of the incorporator. The proposed By -Laws were read, article by article, and after discussion, upon motion duly made, seconded and unanimously carried, it was RESOLVED, That the form of By -Laws submitted to the meeting be, and the same are, hereby adopted as and for the By -Laws of the Corpora- tion, and that a copy thereof be placed in the Minute Book of the Corporation, directly following the Certificate of Incorporation. The issuance of shares of the Corporation was discussed. Upon motion duly made, seconded and unanimously carried, it was RESOLVED, That the board of directors be, and it hereby is, author- ized in its discretion to issue the shares of the Corporation to the full amount or number of shares authorized by the Certificate of Incorporation, in such amounts and for such consideration as from time to time shall be determined by the board of directors, and as may be permitted by law. The meeting then proceeded to the election of officers. Upon motion duly made, seconded and unanimously carried, the following were elected officers of the Corpora- tion, to serve for the ensuing year and until their successors are elected and qualify. President James E. Winter Secretary Sarah E. Winter Treasurer James E. Winter The secretary submitted to the meeting a seal proposed for use as the Corpora- tion's seal. Upon motion duly made, seconded and unanimously carried, it was RESOLVED,That the form of seal submitted to this meeting be,: add it is hereby approved and adopted as and for the corporate seal of this Corporation, and that an impression thereof be made on the margin of these minutes. There was presented to the meeting a specimen of a proposed certificate to represent the shares of the Corporation. Upon motion duly made, seconded and unani- mously carried, it was RESOLVED, That the specimen form of certificate which has been presented to this meeting be, and the same hereby is, approved and adopted as the certificate to represent the shares of this Corporation; and it was FURTHER RESOLVED, That the specimen certificate so presented to the meeting be annexed to the minutes thereof. The banking arrangements of the Corporation were then discussed. After discus- sion, on motion duly made, seconded and unanimously carried, a proposed Secretarial Certificate to be furnished by the secretary of the Corporation to the 4th National Bank, Wichita, Kansas, was unanimously approved, and the resolutions set forth in such Secre- tarial Certificate were unanimously adopted. A copy of such Secretarial Certificate was ordered annexed to the minutes of this meeting. The chairman then advised that it was in order to consider issuing the shares of the Corporation, and he presented a "Plan to Offer Shares Qualifying Under Section 1244 2 of the Internal Revenue Code" for consideration. He noted that this section grants ordinary loss deduction treatment under certain circumstances on the sale or exchange of shares by the shareholders. After discussion, upon motion duly made, seconded and unanimously carried, the following resolution was adopted: WHEREAS, WINNY ENTERPRISES, INC. is a small business corpor- ation as defined by Section 1244 subdivision (c)(2) of the Internal Revenue Code; and WHEREAS, The Certificate of Incorporation of WINNY ENTER- PRISES, INC. authorizes it to offer for sale and to issue and sell 100,000 shares of common stock; and WHEREAS, there is not now outstanding any offering of WINNY ENTERPRISES, INC. to sell or to issue any of its stock; and WHEREAS, it is deemed to be in the best interest of the Corporation that it offer for sale, issue and sell shares of its authorized common stock; and WHEREAS, it is advisable that the offering, issuance and sale of such stock be so offered, issued and sold as to qualify the resulting share- holders thereof for tax benefits under Section 1244 of the Internal Revenue Code; it is therefore RESOLVED, That the president and such other officers of WINNY ENTERPRISES, INC. as he may select, be, and they hereby are, authorized and directed to issue, offer for sale and sell shares of its common stock in the total amount of not more than $100,000.00, in a manner such that in the hands of qualified stockholders such shares shall receive the benefits of IRC Section 1244, as amended; and FURTHER RESOLVED, That the officers of the Corporation shall sell and issue as many shares of common stock and at such prices, payable in cash or other property (other than stock and securities) as from time to time they deem to be in the best interests of the Corporation, subject to the following: (1) In no event shall the total amount of cash and the value of property received for the common stock exceed $100,000.00; (2) The offer to sell and issue common stock shall remain in effect until said shares are sold, or until the Corporation shall make a subsequent offering of common stock or securities convertible into common, or for a period of two years from the date of adoption of this plan by the Board of Directors, whichever first occurs; and FURTHER RESOLVED, that this plan shall be interpreted and con- strued in such manner, and the officers of the Corporation will take such 3 further steps as will enable this plan to qualify under Section 1244 of the Internal Revenue Code of 1954, as amended, and as will enable the shares of common stock issued hereunder to qualify as "Section 1244 stock" as defined in said section. The chairman then presented to the meeting a certain written offer addressed to the Corporation by James E. Winter, dated October 3, 1983, pertaining to the issuance of the shares of the Corporation. A discussion followed. Upon motion duly made, seconded and unanimously carried, it was RESOLVED, That the written offer dated October 3, 1983, pertaining to the issuance of shares of the Corporation by James E. Winter, be, and the same hereby is, in all respects approved for and on behalf of the Corpora- tion; and it was FURTHER RESOLVED, That the Corporation issue and deliver to James E. Winter, upon receipt of the consideration therefor, pursuant to the terms of the aforesaid offer, a certificate representing 750 shares of the Corporation, no par value; and it was FURTHER RESOLVED, That the shares so issued shall be fully paid and non -assessable, and that the consideration for the issuance of such shares shall be $ ; and it was FURTHER RESOLVED, That the officers of the Corporation be, and they hereby are, authorized, empowered and directed to take any and all steps, and to execute and deliver any and all instruments in connection with consummating the transaction contemplated by the aforesaid offer and in connection with carrying the foregoing resolution into effect. The chairman then presented to the meeting a certain written offer addressed to the Corporation by Sarah E. Winter, dated October 3, 1983, pertaining to the issuance of the shares of the Corporation. A discussion followed. Upon motion duly made, seconded and unanimously carried, it was RESOLVED, That the written offer dated October 3, 1983, pertaining to the issuance of shares of the Corporation by Sarah E. Winter, be, and the same hereby is, in all respects approved for and on behalf of the Corpora- tion; and it was FURTHER RESOLVED, That the Corporation issue and deliver to Sarah E. Winter, upon receipt of the consideration therefor, pursuant to the terms of the aforesaid offer, a certificate representing 250 shares of the Corporation, no par value; and it was FURTHER RESOLVED, That the shares so issued shall be fully paid and non -assessable, and that the consideration for the issuance of such shares shall be $ ; and it was 4 FURTHER RESOLVED, That the officers of the Corporation be, and they hereby are, authorized, empowered and directed to take any and all steps, and to execute and deliver any and all instruments in connection with consummating the transaction contemplated by the aforesaid offer and in connection with carrying the foregoing resolution into effect. Following discussion upon motion duly made, seconded and unanimously carried, it was RESOLVED, That the fiscal year of the Corporation be and extend from January 1st through December 31st. Following discussion, it was moved, seconded and passed that the Corporation elect to be treated as a small business corporation under Section 1372(a) of the Internal Revenue Code subject to shareholder approval. There being no further business to come before the meeting, it was adjourned. Secretary BOARD OF DIRECTORS: mes Winter °LJ7J e �/t�r1"1L4 Sarah E. Winter Barbara Rieger 5 STATE OF COLORADO *DEPARTMENT OF REVENUE DO Vol.IVR/TE. IV THIS SPICE STATE OF COLOf1Aee *NS 45 County of Subscibed d sworn to bore me this day of Signature of Notary My Commission expire MANAGER'S REGI$RATI0N FORM ALL ANSWERS MUST BE PRINTED SN INK OA TYPEWRITTEN: Every appliedtr >rr tiuestir:,n must he-rn:;wered. Any false statement or answer made by licensee t oncrrto te> j)rriut and -May result in the revocation of the license. REGISTRAT'CN FEE OF S 75 MUST•ACCOMPANY THIS FORM. 1. Name of Licensee: U IL) y elktree i 1 15ES, +� G Business Telephone No. F 2. Trade Name of Establishment: PuT rt1 3. Address of Licensed Estahtishmen t 4. City or Town: ' !' t 41 - 24 // ' ��/J"G� ti �iC.1 ACCOUNT No. or LICENSEE f9 - 575.001 5. Name of Manager C11ti 4". 4i:•�9,412c: 1r2. 6. Manager's Birth Date: cr= Manager's Social Security:N.o. ' '' ! "y/` Manager's Home Address: �i `l `•' ""' ``e •9. Manager's Previous R 1 '/.. Employment l.n�, v - `- OW ... 13C�Y2. .— St:1T"'�.� :10}1 .. 1' .. •C: .'it_ ` r'. i.!1 . .) L•1-�O' ei t':.( j.. t i,. i', r. ,. • `f/2C: ' — l2�'2L ti di.,), -;.�e sib l'n.:U. (..k4 A.,,.t,�ti, .SV.�.:.. L An • 10. Is Manager .I citizen of the United Stets Of America? 7 Yes I_ No 11. Has Manager ever been convicted of a *ow,/ in the Stare of Colorado or of a crime elsewhiiie) Yes 12' No If yes, state full details: 12. Has Manager ever: Ia) hen denied a Ii4{FDr license under liquor laws of any state '..-7— Yeti: E.. No , (b) had an alcoholic beverage license susocrded or revoked C Yee No ; (c) been convicted in court for violatiorOf liquor law, regulation r Yes No If yes, state full details - 13. Effective date of Manager's employm_ 15. Compensation of Manager: It..--s%�k+ (,'"- '4" its`'•i 1 ' ' 16. Did Manager ever manage liquor estab ent in any other state? _ Yes 'I No 17. Does Manager have financial interest ii is or any other liquor establishment? CI Yes No If answer is yes, give name and location of establishment: 18. Does Manager manage another "Hotel -pt -Restaurant" licensed liquor establishment in CotOtado? t.j Yes IX, No If answer is yes, give name anc location of establishiiient: 14. Expirati fate Managers must complete and submit !m 404 1 (Individual History Record). Managers must submit fingerprints to. • • al licensing authority. Tire f0llowinu Jf"u:,li it A to be siyned'and acknowledged by individuals and each membittpf partnership and by corporation.) SA!MES , Lc '. T and SAeAH E. ,being SS. A.Nly" O.S ww. Of Kansas ,.... pt. Exp. May 1.5,.3� INDIVIDUALS AND ALL MEMBE OF PAR _.. RSHIP CORPORATION SIGN HERE: (Attach Seal) MUST SIGN HERE: iMar'ag 's Signatu I DRL 367 (Rev. 8/82) (t2_4;• -119) by me first duly sworn, if fOf,bimself, deposes and says, that he is the licensee above named; or th,'te is Pk*" S I .'t'SJT of the above named corporn; that he has read the foregoing regis oration form and that he krtfis the contents thereof, and that ail mot ters and things therein set fctl are true of his own knowledge. Lc.) I U ti y ekirriepei,5, r 4)c . ICorporatee Name) BY�if'�P/1 ;Vresii>kdt or Secretary) /2 • APPROVAL OF LOCAL LICENSING AUTHORITY ON REVERSE SIDE REPORT AND APPROVAL OF LOCAL LICENSING AUTHORITY The foregoing application has been examined and the character of the applicant is satisfactory and complies with the provisions of Title 12, Article 47, CRS 1973. THEREFORE THIS APPLICATION IS HEREBY APPROVED. DATED AT THIS DAY OF , A.D. 19_ (NAME OF CITY, TOWN or COUNTY) BY: ATTEST: (Mayor or Chairman of Board of County Commissioners or other Title of Licensing Authority) (Clerk or Secretary or other Officer having the Official Seal of the Licensing Authority) (If the premises are located within a town or city, the above approval should be signed by the mayor and clerk; if in a county, then by the chairman of the board of county commissioners and the clerk to the board. If, by ordinance or otherwise, the local licensing authority is some other official, then such approval should be given by such official.) RECOMMENDATION OF LIQUOR ENFORCEMENT INVESTIGATOR ❑ APPROVED: ❑ DISAPPROVED: DATE: DRL 404-I (6/79) STATE OF COLORADO DEPARTMENT OF REVENUE/LIQUOR ENFORCEMENT INDIVIDUAL HISTORY RECORD To be completed by each individual applicant, each general and over 5% limited partner of a partnership, each officer, director, and over 5% stockholder of a corporation, and the manart f`he applicant. NOTICE This Individual History Record provides basic information which is necessary for the licensing authorities' investigation. ALL questions must be answered in their entirety. EVERY answer you give will be checked for its truthfulness. A deliberate falsehood will jeopardize the application as such falsehood within itself constitutes evidence regarding the character and reputation of the applicant. 1. Name of Business: c e& 2. Your Full Name' ast/first/middle) 4. Height: 6. Your Relationship to Applicant: (sole owner/'partner/corporate officer/director/stockholder or manager) rDate: t 3. Also Known As: (maiden name/nickname/etc.) S4EI fi4 , . ; s Eye Color: Weight: 176 III Mary A- 7. If Stockhold Hair Color: Race: 131(.1 :11 ' C iiI10` Number o S a es Owned Beneficially or of Record: it 8. It Penner S ate Whether: ❑GENEFif Lk ❑LIMITED 9. Residence Address: (street and number/citylstate/zip) Percent of Partnership Beneficially Owned: 3)I 25'4' 10. Is your residence: e c?. ko - d If rented, from whom? Social Security Number: 5. Do you have a Colorado Drivers License? It "YES", give number: NYES ❑ NO Percent of Outstanding DOWNED 51 RENTED kICA. Dfler'4ta i •36 -'lice 11. Mailing Address, If Different From Resident. rXv11'14... Stock Owned 12. Name of Present Employer: . -? 11A -a- G' & t C ct. 14. Address of Business Whe Employed: (street'and number/city//state/zip) "F't1 •7Ylr C Ci._ 1i'1.1„n 1.G ✓ 1 e G-JL. J -.'L). n A luc . 15. Present Position: 11LilINA 16. Home Telepha•ie: 352- 3►0' Business Telephone: ,352 -8921 17. Date of Bir 5jlCl--\--Dom Place of Birth: On) 18. U.S. Citizen?: ItYES ENO If naturalized, state where: git . When: Name ot U.S. District Court: Naturalization Certificate No.: Date of Certificate: If an alien, give Alien's Registration Card No.: Permanent Residence Card No.: 19. Marital Status: 20. If spouse is a wife, wife's full maiden name: 21. Spouse's Dat¢ df Birth: Place of Birth: 22. If spouse's residence address is different than yours, list here.: (street and number/city/state/zip) 23. It spouse works, state name of present employer: Occupation: 13. Type of Business of Employment: 'Tuutt.tvt f Address of present employer: i r •he nsamefct of all relatives working in the liouor industry, giving their: Name of Relative: {� N 4 Relationship to you: Position held: Name of employer: Location of employer: Name of Relative: Relationship to you: Position held: Name ot employer: Location of employer: d 'I 25. Do you now, or have you ever held a direct or indirect interest in a State of Colorado Liquor or Beer License? if VES , answer in eta . DYES NO . Do you now, Of have you ever had a direct or indirect nterest in a liquor or beer license, or been employed in a liquor or beer related business outside ofthe State of Colorado? If "YES", describe in detail. DYES NO 27. Have you ever been convicted of a crime, fined, imprisoned, placed on probation, received a suspended sentence or forfeited bail for any offense in criminal or military court? (Do not enclude traffic violations, unless they resulted In suspension or revocation of your driver's license, or you were convicted of driving under the influence of alcoholic beverages.) If "YES", explain in detail. DYES ',NO 28. Have you ever received a violation notice, suspension or revocation for a liquor law violation, or been denied a liquor or beer license anywhere in the U.S.? If "YES", explain in detail. []YES V1,NO 29, Have you ever held a gambling or gaming license or owned a Federal Gambling Stamp? If "YES", explain in detail. OYES &NO State/Federal: Year: City: State: State/Federal: Year: City' State: 30. Military Service: branch: From: To: Serial No.: Type of Discharge: 31. List all addresses where you have lived for the last five years.(Attach separate sheet If necessary) Street and Number: ` l t-i 25 "i Ati is a . ts;'"A City/State/Zip: l_3 -(2s �e C o • �6 k 3 I Fro , To: trt. c , Street and Number: 0 f 51S Asptio A•.ti� It -2. City/State/Zirk E k. saPi , Co. 2 5i -7 From: Al 22 To: .L 'c/O2 . List all f rmer employers or businesses engaged in within the last five years: (Attach additional sheets if necessary) Name of Employer: ► c ,\ Address: (street and number) ,cfh `525 ,.0 . G (city/state/zip) c,"IJi.a4Z , C.C . 2L4'3 I Position Held: P741': •�.4 2 From: c� /t TR: tl t: �,i� Name of Employer: ,(.2.2:-) Address: (street and number) -��,r►� C.(:.. (city/state/zip) t ... tc, —f(tcC G. ��c: s , ? Position ,Id: :i,,5,- /T1(' ) I% p . From: q ` 2 To: j/ List the names and attach letters of recommendation from three persons who can vouch for your good character ar( fitr/ess connection rv'th this application. Name of Reference: 111:21. k ca. d Address: (street and number) 2(1i A6 (city/state/zip) 7)-t.4:-.-1E,‘C c, r No.Years Known: l(� me Name of Reference: V1, cs' 1 1' e, Address: (street and number) • 3320 —.ofc Z v (city/state/zip) /-0l,� c. a C-, .'S',10" n f No. Years Known: �) rw�s Name of Rafe nce: Address: (street and number) {city/state/zi f No. Years Known: STATE OF SAS COUNTY OF Se+064v /CIC SS. I understand that a false answer to any of the foregoing can subject the application to denial or a license to revocation. I certify that ail of the information in this Individual History Record is complete and correct to the best of my knowledge and belief. Subscribed and sworn to me this l7� day of h)alitki3E-k , 19 dJ WITNESS my hand and official seal. (ATTACH SEAL) My c 11 j.ssion4pires: Notar .+.ice of Kansas L PAYP.PPt Exp. May 15, 13t:, 3 Signature • i\s(' yGy L.�.(a;,1. 4's v:: kr E X537 12 hx Coil; . 51 31 11 jj ..).S i.\i"C„\i5CSC. il.i3.i1DV,s 1.3:\Cra.l (•!k-;rkS4er "4. .v4A, `JAC. Gc. Pt 1...7C1a t:al.\}i-Lw1. 4 j.F . c.,1\ I r....A. 1 ts C. e;,s..'rr f t 9 4 c,.4 lug, c.„iV.L • 1 1. C isfLl1,,V y4\ V rNS� , C-0 �. CCht c,�C� &SA4I �. 16 , 6i• ;fir,. f*u, ►1j�rzctigiAectv, -lam !•L (eq. ►st.ltr .6_17/ro g/8 TAk.C1.1.AN in` Ls.'n.VC-ClL Co Cc• bC'62tc Vi. •' l.nl�.�� t. . :Lilo S(,; t �..G l t".•,. G • d'•( .t Cict cLSST, c3(�cl .1" ,2.f (L/ yc: ri,.si•t as'd. W.il (c),reti $/i2 ' rc f (LI November 11, To Whom it., concern: 1 have known w'i i Otis i s E;he P fa.r^d since Jul';d of 1982 and have found him to be of high moral character and qu3.A 1 i.f'if,d for this •a.PP 1 ica,t.i.o'ii. Sincerel,'a )&e) Mark Reed 0,4 szyra--cci M J!M/`c"7 Ar—c: 44 see sr/v.51 a Ave nn✓7 kfs moo,-_. eXine Af t7- KILV u2 GG%, 9732 'Nov. v*1, v\t)3 1 sOL,1 TABLE OF CONTENTS Lease Pg. 1 I. Description of Premises 1 II. Term 1 III. Rent 1 IV. Construction of Building and Improvements 2 V. Business of Lessee 4 VI. Liability for Damages 4 VII. Covenants against Liens 5 VIII. Lease Recognition 5 IX. Bankruptcy or Insolvency 5 X. Assignment and Subletting 6 XI. Beer License 6 XII. Taxes, Assessments and Utilities 6 XIII. Insurance 7 XIV. Remedies on Default 7 XV. Destruction of Building 8 XVI. Condemnation 8 XVII. Personal Property 9 XVIII. Right of First Refusal 9 XIX. Lessee's Right to Terminate 9 XX. Option to Purchase 10 XXI. Notice of Demands 10 XXII. Final Approval of Lease 10 XXIII. Investment Tax Credit - 11 XXIV. Lessee's Right of Substitution 11 Miscellaneous 12 Lanmord's Waiver & Consent 15 Form No. 5401 6/76 LEASE THIS LEASE, made and entered into this 18th day of Nay , 19 78 , by and between Gordon IC, Rissler (hereinafter called "LESSOR") andDenver Pizza Inc. (hereinafter called "LESSEE"). WITNESSETH I DESCRIPTION OF PREMISES The LESSOR hereby leases to LESSEE and warrants that it has the ability to lease for the term hereof, and LESSEE hires from LESSOR, on the terms and conditions hereinafter set forth, all that certain land, together with the improvements to be constructed thereon, including parking facilities, containing not less than feet, in the City of County of Weld 19,250 square State of Colorado more particularly described in Exhibit "A" attached hereto and made a part hereof, and more commonly known as street address to he determined The described land, together with the improvements to be constructed thereon. is hereinafter sometimes referred to as the "demised premises." H TERM The term of this lease shall commence on the date hereof and shall end on the last day of the month during which the 20th anniversary of LESSEE'S obligation to pay rent commences, as specified in Article III. The LESSOR and the LESSEE agree that this lease shall automatically extend for one additional five (5) year period beginning with the termination date of the original term of this lease upon the same terms and conditions as in the original term of this lease; provided, however, that this lease shall terminate at the end of the original term of this lease if the LESSEE shall give written notice to the LESSOR sixty (60) days prior to the end of the original term that it does not desire to extend the lease. LESSOR and LESSEE further agree that this lease shall automatically extend for a second five (5) year period beginning with the termination date of the first extended term upon the same terms and conditions as in the original term of this lease; provided, however, that this lease shall terminate at the end of the first extended term of this lease if the LESSEE shall have given written notice to the LESSOR sixty (60) days prior to the end of the first extended term that it does not desire to extend the lease. III RENT Subject to the provisions of Article IV, LESSEE shall pay rent as follows: 1 LESSEE shall pay to LESSOR as rental on the demised premises the sum of Six Thousand and 00/100 DOLLARS (S 6 000 ) per annum as ground rent and in addition shall pay a sum equal to 12 To of the actual cost of on -site improvements as provided in Article IV each year of this lease. LESSOR and LESSEE agree upon completion of construction to execute an addendum stating the actual cost of on -site im- provements and the amount of rent to be paid pursuant to this lease. The rent shall be paid in monthly installments. In the event -that LESSOR becomes indebted to LESSEE or any guarantor of LESSEES performance hereunder. LESSEE or guarantor may withhold any such indebtedness from rent payments. Said monthly installments shall commence upon issuance of a certificate of occupancy by the applicable thirty (30) days after the date of completion of the improvements to be erected en the demised premises or when the overning authorities r If the first day upon which rent becomes payable is other than the first day of any calendar month, the rent for the balance of said month shall be payable by LESSEE at a daily rate based upon the monthly rent. Regardless of the date on which the obligation to pay rent commences, if for any reason the LESSOR is unable to give LESSEE possession of the premises then the rent shall abate until occupancy is available to LESSEE. In any -ease, if the demised premises are net ready for oceupancy st ithin improvements are eompleted, through no fault of the LESSEE, LESSEE may eancel the lease by written flatlet. to LESSOR. LESSEE will not pay rent on any expenditures for construction costs which are not "on -site improvements" as defined by Article IV (E). In addition to the fixed minimum rent aforesaid, LESSEE agrees to pay to LESSOR the amount, if any, by which five (5) percent of gross sales as defined in Exhibit "B", exceeds the fixed minimum rent as herein defined. IV CONSTRUCTION OF BUILDING AND IMPROVEMENTS (A) LESSEE shall obtain at LESSOR's expense (I) a survey certified by a licensed civil engineer which accurately locates and describes, among other things, the boundary lines of the leased premises, topographical elevations of said premises, established building lines, if any, grades and lines of abutting streets and alleys and adjoining property, all rights of way, restrictions, easements, encroachments, zoning, deed restrictions, complete detail pertaining to existing buildings or other improvements and as to available service and utility lines; and (2) a soil investigation report certified by a licensed civil engineer which discloses, among other things, results of tests with respect to the soil and subsoil on the premises, whether the soil is suitable to support the improvements contemplated in this lease, and if not suitable, what measures are necessary to render it suitable, and what type of foundation or foundation supports will be required. If requested by LESSEE, LESSOR shall furnish a preliminary title report or abstract of title from a company satisfactory to LESSEE. Failure of LESSOR to furnish same shall entitle LESSEE to obtain at LESSOR'S expense. The foregoing reports, surveys and tests shall be at LESSOR'S sole cost and expense, the matters contained therein shall be subject to LESSEE'S approval and said reports and all corrective action indicated therein shall not be deemed to be "on -site improvements" within the meaning of paragraph IV of this lease. LESSOR hereby warrants the lot line survey and title report will show all of the foregoing and that there is included in the described leased premises not less than the number of square feet hereinabove set forth, and the LESSOR is able to, and will place LESSEE in the peaceful and undisturbed possession thereof on or before the commencement of the term hereof. From the topographical survey, LESSEE shall prepare a plot plan. taking into consideration local codes and ordinances re- garding setbacks. etc., and from said plan, the minimum number of parking stalls acceptable to LESSEE is 2 ECiTE,F1 "B" In reference to the first lease year, lease year shall be that period from the date Lessee's first rental payment is due to the next succeeding January 1. In reference to any succeeding lease yoar, lease year shall be a full year co.':irencing on the day following the first lease year and running to the next suet \ling January 1. The team "gross sales" includes the total of all money recei, ed fran the sale of fora and beverages sold by the Lessee upon and hum, the Premises during the term of this lease. "Gross Sales" shall include an other sales agreed to under Paragraph V of this lease. Y The term "gross sales" excludes all vending machine income, bona fide credits, returns for nerchandise and the amounts turned over by the Lessee for Retailer's Occupational Tax, Use Tax, Sales Tax and all other taxes (other than taxes on incase) levied by appropriate State, Municipal, County, Federal and any and all governmental bodies and subdivisions thereof on sales of any nerchandise and/or services, and any other tax, assessment or imposition which Lessee pays to Lessor or any governmental authority with respect to or because of the rent derived by Lessor under this lease. On or before March 1, and on or before the same day of each year during the reminder of the term of this lease, Lessee shall deliver to Lessor at the place last fixed for the payrrent of rent, an annual statement as of December 31, sworn to by Lessee or Lessee's authorized representative, showing "gross sales" during the previous lease year, and shall on or before March 1 of each lease year pay to Lessor any and all. suns due hereunder and then regaining unpaid for the entire period covered by such statement. Percentage rental payment for the first and last years of the lease term shall be prorated. The peep n of its Lesseell keep full, complete and proper books, records and daily gross sales, both for cash and on credit, of each _c arate department and concession at any t' pr rises. The Lessor and its agents and rrre operated in the he nigh at any and all t" g employees hours shall have the right times during regular business hours, to examine and inspect all of the books and records of the Lessee, including any sales tax reports pertaining to the business of the Lessee conducted in, upon or fran the demised premises which Lessee shall produce upon demand by Lessor or its agents for the purpose of investigating and verifying the accuracy of any statement of gross sales. The Lessor may, once in any calendar year, cause an audit of the gross sales of Lessee to be made by an independent certified accountant of Lessor's selection, and if the statement of gross sales previously made to Lessor by Lessee shall be found to be understated by three percent (3%) or wore, Lessee shall frediately pay to Lessor the cost of such audit, as well as the additional rental shoan to be payable by Lessee to Lessor; otherwise, the cost of such audit shall be paid by Lessor. "0 In the event _r stalls are not available/LESSEE ,' have the option to terminate this on the( ased premised or adjacent lease upon giving LESSOR five (S) days written notice. common area, (B) LESSOR agrees to construct on -site improvements on the demised premises at the lowest possible cost in ac- cordance with plans and specifications prepared by LESSEE. a copy of which has been initialled by LESSEE and LESSOR, and is attached hereto and made a part hereof. LESSEE is hereby authorized to make such changes in plans and specifications as may be desirable or as may be necessary or proper in accordance with applicable building codes. without the written consent of LESSOR, so long as said changes do not materially affect the appearance or structure of the proposed building. It is understood that if said changes change the cost of on -site or off -site construction as set forth in the construction contract to be entered into between LESSOR and the contractor, LESSEE will notify LESSOR that such change has been made. LESSOR further agrees to commence construction of the building promptly and to complete or contract to complete same as rapidly as conditions permit. but in any event to complete same before the expiration of 90 days from the date a contractor is selected as provided herein. LESSOR shall submit bids to the LESSEE within 60 days after the signing of this agreement. LESSEE shall have the right to en- tertain competitive bids from other contractors but, in any case, the LESSEE must approve a contractor within 90 days of the signing hereof. LESSEE will use its best efforts in collecting construction bids to limit the cost of improvements to One Hundred Twenty Five Thousand and 00/100 DOLLARS (s 125,000. ); however, in the event the lowest bid received by LESSEE is in excess of One Hundred Thirty Thousand and 00/100 DOLLARS ($ 130,000. ) LESSEE shall have the option to terminate this lease by giving LESSOR ten (10) days written notice. The date of completion of the building shall be evidenced by a Certificate of Occupancy or by written agreement of the parties. It is specifically understood that LESSOR will be responsible for paying all construction costs, but rent will be based only on on -site improvements. _ (C) At all times until improvements are completed. LESSEE shall have the right to enter upon the premises for the purpose of inspecting construction and progress of the building and improvements, provided that LESSEE shall not interfere with the progress of the construction (D) All risk of loss to the demised premises prior to completion of the improvements shall remain with the LESSOR and any damages shall be promptly repaired by LESSOR. (E) For purposes of computation of the amount of minimum monthly rental, "on -site improvements" shall include . only the restaurant buildings, the landscaping, the parking lot surface and necessary fencing provided for in the plans and specifications; and shall not include, by way of example, and not limitation, work required in order to render the parcel included in the leased premises capable of accommodating the improvements from a physical standpoint and in compliance with laws and the rights of the owners of adjoined parcels, such as demolition of existing buildings, removal of underground obstructions, soil fill, compacting of soil, and other work required to re-establish the bearing values required to support the improvements, making public utility services available at the boundaries of the leased premises, street, curbs, sidewalk or other access construction or improvements, all improvements required by public agency or governmental subdivision as a condition precedent to the use of said parcel for restaurant purposes, whether on said parcel or not, building and other permit fees and all other fees in connection therewith, soil tests, surveys, engineering reports, title reports and policies, attorneys' or accountants' fees, which costs shall be at the expense of the LESSOR and not included in the rent basis. LESSOR shall, at its own cost and expense, provide all access roads and driveways, fully paved, to the property lines of the demised premises. 3 (F) LESSOR warrants that all utilities are available at the property line and are of sufficient size to handle LESSEE'S proposed usage. In the event said utilities are not available. LESSOR shall make them available at LESSOR'S expense. (G) LESSOR warrants that there are no restrictions of record, zoning or use, which would prevent the LESSEE from erecting LESSEE'S standard building and signs according to the plans and specifications as referred to herein. (H) LESSOR warrants that LESSEE has access to all street fronts and adjoining rights -of -way. If any street. ad- joining right-of-way, or all or any part of the parking area is obstructed or blocked for repairs, reconstruction or otherwise, to the extent the operation of LESSEE'S business is adversely affected. a proportionate reduction of rent shall be made. If customer access to LESSEE'S store is blocked, rent shall abate. (I) In the event any utility service is interrupted to the demised premises, through no fault of LESSEE, so that LESSEE cannot remain open for business for a period of seven (7) consecutive days, rent shall abate until service is resumed so that LESSEE can reopen for business; provided, in no event will rent abate for a period in excess of three (3) months at any one time. (J) It is agreed that time is of the es..enee to thi_ lease and in the event the construction is not completed within the time period specified in Artiele IV B, LESSOR will pay to LESSEE the .,urn of 550.00 per day as liquidated damage. V BUSINESS OF LESSEE (A) LESSEE will occupy and use the leased property as a place of business for the purpose of selling pizza pies, sandwiches, spaghetti and related food items and for the purpose of selling beer. However, the LESSEE shall not be limited to these operations and may expand its building and diversify into any other legal activity. provided that any such further new operation, activity and business shall be permissible under and meet the requirements of all ap- plicable laws, ordinances, rules, and regulations of any duly constituted authority. and provided further that any new operations entered into shall not be of a competing nature to any other business then in operation on the property owned by the LESSOR of which this property is a part. If the demised premises are part of a larger tract of land owned or controlled by LESSOR, the LESSEE acknowledges that additional improvements may be erected on the balance of said property so long as the additions do not interfere with LESSEE'S parking facilities as set forth in the attached Exhibit "A." LESSOR agrees that such additional improvements will not be leased to tenants who are operating a place of business for the purpose of selling pizza pies. LESSOR further agrees not to permit the balance of the property to be used in such a way to cause a nuisance to LESSEE and to keep said property clean and free from rubbish, refuse, dirt, snow and ice at all times. (B) LESSOR warrants that there are no plat, zoning, or deed restrictions, or other restrictions, against LESSEE'S using its standard signs and building as provided in Article V (A). VI LIABILITY FOR DAMAGES The LESSEE agrees upon completion of the improvements to take out public liability insurance covering the demised premises. Said policy or policies shall be for an amount of at least One Hundred Thousand Dollars ($100,000) for death or injury to one person and Three Hundred Thousand Dollars ($300,000) for the death or injury to two or more persons, plus Twenty -Five Thousand Dollars ($25,000) property damage, which said policy or said policies of insurance 4 shall name the LESSOR as an additional insured thereunder, the LESSEE agrees to maintain the same at LESSEE'S sole cost and expense in full force and effect during the entire term of this lease. Upon the request of LESSOR. LESSEE shall furnish the LESSOR with a copy of such insurance coverage, or with a certificate of the company issuing such insurance, certifying that the same is in full force and effect. The LESSEE may, at its option. bring its obligations to insure under any so-called blanket policy or policies of insurance; provided, however, that the interests of LESSOR shall be as fully protected thereby as if LESSEE obtained individual policies of insurance. LESSOR hereby warrants that there is in and about the demised premises nothing dangerous to life, limb or health. VII COVENANTS AGAINST LIENS LESSEE expressly covenants and agrees that it will, during the term hereof, promptly remove or release, by the posting of a bond or otherwise, as required or permitted by law, any lien attached to or upon said premises or any portion thereof by reason of any act or omission on the part of LESSEE, and hereby expressly agrees to save and hold harmless the LESSOR from or against any such lien or claim of lien. In the event any such lien does attach, or any claim of lien is made against said demised premises, which may be occasioned by any act or omission upon the part of LESSEE, and shall not be thus released within sixty (60) days after notice thereof, LESSOR, in its sole discretion (but nothing herein contained shall be construed as requiring it so to do), may pay and discharge the said lien and relieve the said demised premises from any such lien, and LESSEE agrees to pay and reimburse LESSOR upon demand for or on account of any expense which may be incurred by LESSOR in discharging such lien or claim, which sum shall include interest at the rate of six percent (6%) per annum from the date such lien is paid by LESSOR until the date LESSOR is reimbursed by LESSEE; provided, however, that if LESSEE has reasonable cause to contest the validity or correctness of any such lien, it may do so and in such event no breach of this lease shall result. VIII LEASE RECOGNITION If the property is subject to mortgage at the time this lease commences or at any time during this lease or any ex- tension hereof, LESSOR agrees to obtain from the mortgagee an agreement in recordable form evidencing the mort- gagee's recognition of this lease. Said document will include the mortgagee's agreement not to disturb the LESSEE during the term of this lease or any extension thereof so long as LESSEE is not in default hereunder. The term "mort- gage" as used herein means any mortgage, assignment, deed of trust, or other transfer of the property in whole or in part made as security for any indebtedness of LESSOR; and the term "mortgagee" as used herein means any person to whom or for whose benefit any such mortgage of the demised premises has been made. IX BANKRUPTCY OR INSOLVENCY If at any time during the term hereof proceedings in bankruptcy shall be instituted by or against the LESSEE which result in an adjudication of bankruptcy, or if the LESSEE shall file, or any creditor of the LESSEE shall file, or any other person or persons shall file any petition under Chapter X or Chapter XI of the Bankruptcy Act of the United States of America, as the same are now in force or may hereafter be amended, and LESSEE be adjudicated bankrupt, or if a receiver of the business or assets of LESSEE be appointed and such appointment be not vacated within sixty (60) days 5 after notice thereof to LESSEE- or the LESSEE makes an assignment for the benefit of creditors, or any sheriff. mar - shall. constable, or keeper take possession thereof by virtue of any attachment or execution proceedings and offer same for sale publicly, then LESSOR may, at its option, in either or any of such events, immediately take possession of the demised premises and terminate this lease. Upon such termination, all installments of rent earned to the date of ter- mination and unpaid shall at once become due and payable, and in addition thereto LESSOR shall have all rights provided by the bankruptcy laws relative to the proof of claims on an anticipatory breach of an executory contract. X ASSIGNMENT AND SUBLETTING Except as herein provided, LESSEE shall not assign this lease, nor any interest therein, without first obtaining the written consent of LESSOR. LESSOR expressly consents to the assignment of this lease by LESSEE to a corporation formed as a subsidiary of LESSEE or Pizza Hut, Inc.; and agrees that LESSEE may at any time assign this lease or sublet the entire premises to a corporation organized for the purpose of operating a restaurant in said premises. LESSEE may, without consent of LESSOR, at any time assign this lease to a bank or banks or other lending agency or agencies for the purpose of securing indebtedness thereto, or to the surviving corporation in the event of merger or consolidation. Since LESSEE may not intend permanently to own or operate the restaurant to be located on the demised premises, LESSOR specifically agrees that LESSEE or its assignee shall have and is hereby given, the unqualified right and privilege at its option of subletting the demised premises. subject to all of the rents, terms and conditions of this lease. It is specifically understood and agreed by and between LESSOR and LESSEE that any subletting which LESSEE or its assignee makes, as permitted herein, shall in no event relieve LESSEE of the duties and obligations to be performed by LESSEE under this lease, and that the right of subletting shall be that of LESSEE or its assigns only, and shall not extend to any subtenant. XI BEER LICENSE This lease is expressly conditioned upon the issuance of a beer license by the County of Weld and the State of Colorado to LESSEE on or before 90 days after execution of this lease. If said license is not issued by that date, this lease may be extended by mutual consent or discontinued at the option of LESSEE. XII TAXES, ASSESSMENTS, AND UTILITIES LESSOR hereby warrants that all taxes on the demised premises excepting current taxes not delinquent have been paid in full. Beginning on the date of the first payment of rent, as provided by Article III, LESSEE shall pay as additional rent during the original term and any extensions thereof all ad valorem taxes, or special assessments, levied against the demised premises. LESSOR shall when due make all tax returns on demised premises, and LESSOR shall, after receipt, 6 of any tax bill or other notice of \..A due on demised premises. furnish LESSk with a copy of such bill or notice. LESSEE shall pay all of such taxes when due and. on demand, shall furnish to LESSOR receipts evidencing such payment. If by law, any tax. assessment or other public charge may at the option of the taxpayer be paid in installments. LESSEE may exercise such option and in such event LESSEE shall pay such installments as become due during the term of this Lease or any extension thereof, and LESSOR shall pay the remaining installments. Taxes for first and last years shall be prorated. LESSOR hereby grants to LESSEE authority to protest any taxes which LESSEE believes to be unreasonable, provided LESSEE shall in no way encumber the property thereby. LESSEE further covenants and agrees to pay for all water, gas, power, electric current. and all other utilities served to the demised premises during the term hereof. During the term of this lease or any extension thereof, LESSOR shall, at LESSEE'S request. grant to any utility company so requiring it such easements and rights -of -way as may be so required. LESSEE shall. at its own cost and expense, maintain the demised premises including all adjacent sidewalks in good order and condition, including interior and exterior walls and roof. XIII INSURANCE From and after the date LESSEE commences to pay rent. LESSEE will, at LESSEE'S own cost and expense, carry and maintain fire insurance with extended coverage endorsement for the benefit of LESSOR and LESSEE on all buildings erected upon the demised premises in an amount equal to at least eighty percent (80%) of the full insurable value thereof, excluding foundation and excavation costs. As often as any such policy or policies shall expire or ter- minate, renewal or additional policies shall be procured by LESSEE in like manner and to like extent. Proceeds of any such policies, in the event of fire or other casualty, shall be payable to LESSOR and LESSEE as their respective interests may appear. In no event will the insurance required hereunder be in excess of the actual cost of restoration, recon- struction and/or repair of the building and appurtenant improvements. LESSEE may. at its option, bring its obligations to insure under this article within the coverage of any so-called blanket policy or policies of insurance which it may now or hereafter carry, by appropriate amendment, rider, en- dorsement or otherwise; provided, however, that the interests of LESSOR shall thereby be as fully protected as they would be otherwise if this option to LESSEE to use blanket policies were not permitted. It shall be the duty of the LESSOR to keep the LESSEE informed at all times as to whether or not the amount of fire and extended coverage is sufficient to comply with the provisions of this Article. It is further agreed by and between the parties hereto, that each of said parties hereby waive any and all right of recovery against one another, based upon the negligence of either party, their agents, servants or employees, for real and personal property loss and damage occurring to the premises, or any part thereof, from perils insured against in standard fire and extended coverage, vandalism and malicious mischief insurance contracts. LESSOR and LESSEE further agree to exert all reasonable efforts in good faith to cause their individual insurance contracts to be so endorsed to acknowledge that in fact, prior to the time any insurance loss or damage has occurred, each has waived the right of recovery against the other. XIV REMEDIES ON DEFAULT In the event of any breach of this lease by LESSEE, which shall not have been cured within twenty (20) days after LESSEE shall have received written notice of such breach (or if such breach is not in payment of money. if within such 7 period LESSEE shall not have Jt,,,imenced to cure said breach and confirm s efforts with due diligence), then LESSOR. besides other rights or remedies it may have, shall have the immediate right of re-entry. Should LESSOR elect to re-enter, as herein provided, or should it take possession pursuant to legal proceedings or pursuant to any notice provided for by law, it may either terminate this lease or it may from time to time, without terminating this lease relet said premises or any part thereof for the account of LESSEE, for such term or terms and at such rental or rentals and upon such other terms and conditions as LESSOR in its own discretion may deem advisable. Rentals received from such letting shall be applied: first, to the payment of any indebtedness. other than rent, due hereunder from LESSEE to LESSOR; second, to the payment of rent due and unpaid hereunder; and third, to the payment of any cost of such re - letting. Should such rentals received from such reletting during any month be less than that agreed to be paid during that month by LESSEE hereunder, the LESSEE shall pay such deficiency to LESSOR. Such deficiency shall be calculated and paid monthly. XV DESTRUCTION OF BUILDING In the event of any damage to the building or any part thereof, which damage is caused by fire, wind, water, earthquake or similar casualty, and which damage is covered and insured against by the extended fire insurance coverage agreed to be maintained during the term or until the sooner termination hereof by LESSEE, this lease shall remain in full force and effect and LESSEE shall pay each month, as rental for such part of the demised premises as shall be reasonably fit for use and occupancy by LESSEE until the damage be repaired. an amount in the same proportion to the rent reserved herein as the area of the building reasonably fit for use and occupancy by LESSEE bears to the total area of the building. LESSOR shall have no obligation or liability whatsoever to LESSEE (unless the destruction was caused by negligence of LESSOR) and LESSEE shall not be entitled to nor recover any damages whatsoever against LESSOR for any loss occasioned by the said injury or damage, but LESSOR shall with reasonable diligence after the occurrence of the event causing said damage, cause said building to be repaired and restored to the same general condition to which it existed at the time of the occurrence of said event no later than ninety (90) days thereafter. In the event the building is substantially destroyed, LESSEE may, at its option, terminate the lease. LESSEE must notify LESSOR in writing of its intent to terminate within thirty (30) days of the occurrence. XVI CONDEMNATION If any part of the demised premises shall be taken or condemned for a public or quasi -public use (or any transfer is made in lieu thereof), and a part thereof remains which is suitable for the use contemplated hereunder, this lease shall, as to the part so taken, terminate as of the date title shall be taken by the condemnor and the rent payable hereunder shall be adjusted so that the LESSEE shall be required to pay for the remainder of the term only such portion of such rental as the value of the part remaining after the condemnation bears to the whole of the demised premises at the date of condemnation. If all of the demised premises be taken or condemned, or so much thereof that the use by LESSEE shall be substantially impaired (and in this regard the parties acknowledge the parking area to be of great importance to the business of LESSEE), the LESSEE may thereupon terminate this lease. All compensation awarded upon any such condemnation or taking shall go to the LESSOR and the LESSEE as provided by law; but LESSEE shall in any event be entitled to the award of an amount equal to the unamortized cost of all improvements to the premises made by LESSEE and to the unamortized cost of its fixtures. 8 XVII PERSONAL PROPERTY It is contemplated that certain furniture, fixtures and equipment to be installed by LESSEE in the demised premises are or may be either leased by LESSEE or purchased by LESSEE from a lessor or conditional seller, or otherwise hypothecated to a "Third Party." In this connection, it is agreed that all of such furniture, fixtures and equipment installed by LESSEE in the demised premises shall at all times be and remain personal property, regardless of the method in which the property of LESSEE and/or such "Third Party" is attached or fixed to the demised premises, LESSOR specifically agrees that its rights, if any, in such furniture, fixtures and equipment shall at all times be subject and subordinate to the rights of any such "Third Party." LESSOR agrees to execute, simultaneously with the execution of this lease, the landlord's waiver attached hereto in order to effectuate the purposes of this paragraph; it being specifically agreed by LESSOR herein that any such "Third Party" shall have the right to remove the furniture, fixtures or equipment from the demised premises in the event of the default of LESSEE in complying with its agreements relating to such furniture, fixtures, and equipment. LESSEE agrees to repair any damage caused by any such removal at its expense. LESSOR shall execute any additional waivers, consents, or other documents reasonably required by LESSEE or any such "Third Party" to effectuate the terms of this Article. XVIII RIGHT OF FIRST REFUSAL If at any time during the term hereof, LESSOR shall desire to sell the demised premises, or the property of which the demised premises are a part, LESSEE shall have the right of first refusal of said property as follows: LESSOR shall give to LESSEE a notice in writing specifying the terms and conditions upon which it desires to sell said property and offering to sell said property to LESSEE upon said terms and conditions. Within ten (10) days after receipt of such notice, LESSEE shall either accept or reject said offer, then LESSOR shall be free to sell to any other person upon the terms and conditions specified in said notice. If the sale is to be made on terms and conditions other than so specified, then the right to purchase shall again be offered to LESSEE as above set forth. The rejection of any one or more such offers by LESSEE shall not affect its right of first refusal as to any other offers of sale by LESSOR or its successors or assigns. XIX LESSEE'S RIGHT TO TERMINATE one (1) full year fixed LESSEE shall have the right at any time to terminate this lease by paying LESSOR the test efthv building aft,t the minimum rent as hereinbefore defined. Plus a sum ecual to (A) any unpaid mortgage dcduttion of an amount t.qual to ten percent (10 «) of the cost of said building multiplied by the number of complete balance relating solely to building and improvements erected upon the demised years that this lease has been in full force and effect. In no went {hall the payment under this paragraph `. ;n.n the premises- or, in the event no mortgage exists (B) the remaining book value of sum if One Thousand Dollars (51.000.00). Upon any such termination this lease shall terminate as though the ter building and improvements erected upon the demised premises based upon twenty (20) nrinauon date were the date originally fiv..,, ,.- •, _ ....a ofthc • .. year straight line depreciation without consideration for salvage value. 9 xx OPTION TO PURCHASE SSEE shall have the option to purchase the leased premises at any time during the term of this lease extension thereof, for the sm Dollars (S If this option to purchase is which option it may exerct - -n i mg notice of its intention to exercise to the LESSOR. he sale shall be completed at such time and p re agreeable to the parties. er party may demand that closing shall be held within ninety (90) days of notice of intention to exercis XXI NOTICE OF DEMANDS Any notices or demands required or permitted by law or any provision of this lease shall be in writing, and if the same is to be served upon LESSOR, may be personally delivered to LESSOR, or may be deposited in the United States mail, registered or certified, with return receipt requested, postage prepaid, and addressed to LESSOR at Gordon K. Rissler, 2201 17th Street, Greeley. Colorado or at such other address as LESSOR may designate in writing. If at any time, or from time to time, there shall be more than one LESSOR, one shall be designated in writing to receive all notices and rent payments and service upon or payment to that one shall constitute service upon or payment to all. Any such notice or demand to be served upon LESSEE shall be in writing and in duplicate and shall be served either personally or be deposited in the United States mail, registered or certited, return receipt requested, postage prepaid, and addressed to LESSEE at the demised premises and P. O. Box 428, Wichita, Kansas 67201. XXII P.O. Box 428 This lease is subject to final approval by the Legal Department of Pizza Hut, Inc., 10225 En,t K..Il.,sg, Wichita, Kansas 644.71) 10 XXIII INVESTMENT TAX CREDIT LESSOR hereby gives its consent and grants to LESSEE the right and privilege to apply, pursuant to the appropriate sections of the Internal Revenue Code and regulations thereunder, for any investment tax credit which may be avail- able on the Pizza Hut building to be constructed on the demised premises and the LESSOR agrees to execute all nec- essary documents as may be required to evidence the consent herein given. CHAPTER XXIV LESSEE'S RIGHT OF SUBSTITUTION e-dern premises 'f the Board of Directors of the LESSEE and Guarantor have determined by resolution that it '. not economically dvantageous to continue operating the demised premises as LESSEE'S business, or as a •.siness of Guarantor, or its ubsidiary or affiliate. B. The substitution p ovided by this Article will be accomplished as follows: 1. LESSEE will notify LE ` OR of the description of the substituted property. 2. LESSEE will provide reason .ly satisfactory evidence of the purchase price o e substituted property. 3. LESSEE will deliver a properly ex• uted and recordable warranty deed t an escrow agent. 4. LESSEE will deliver to LESSOR a ti insurance binder agree' to insure LESSOR'S interest in the sub- stituted property subject only to an appropriate deed from t e transferor and restrictions and easements of record which do not materially adversely affect . ESSOR' nterest in such substituted property. 5. Within ten days after the delivery of such title insurance binder, LESSOR will deliver the properly executed warranty deed in recordable form to the demise: premi -s, which will convey as good title as received by LES- SOR from LESSEE. 6. The parties will execute an addendum . this Lease changing the • ' scription of the demised premises. 7. The escrow transaction will be c •sed within ten days after delivery b LESSOR of the warranty deed to the demised premises. C. The substituted prop• y will be deemed to be of equal or greater value than the • emised premises if the total direct and indirect cost LESSEE acquiring, developing, and transferring to LESSOR •e substituted property, including but not li ited to, the cost of land, buildings, fees, title policies, recording fees and c. ts, real estate com- mission, and en • neer costs, equals or exceeds the purchase price to the LESSOR of the demised premi • -s. D. I • the event LESSEE elects to substitute property pursuant to this Article, LESSOR may, at its op on, elect inste d of substituting property, to sell the demised premises to the LESSEE. In the event LESSOR elects to se , the urchase price to be paid by LESSEE will be an amount equal to the difference between the purchase price paid by t 11 .. t • • • • . • • • - • • n • • • • • • u • • u - •roMJderLth t_sa.d halanre may not exc • original LESSOR'S purchase price of the demised premises. This sale will be accomplished as follows: 1. Within ten (10) • of LESSEE'S notice of substitution LESSOR will notify LESSEE that they have elected to sell the demised premises. 2. Within thirty (30) days after notification o ESSOR'S election to sell, LESSOR will deliver a properly executed general warranty deed in recordable form to the +' ised premises which will convey as good a title as received by LESSOR from LESSEE except that LESSEE will agree assume the unpaid balance of the mortgage on the demised premises. F In the event of a cuhctitntinn nr sale of the properties pursuant to this Article I FSSFF will pay all evpenses bstitution-or-sale. XXV MISCELLANEOUS A. This Le.,e 13 .e.d6.gcl.t ap ,,. LESSOR a,ceptl..g and e,.ee.,t:u.s thi, l a Ligl.t-,ua.nl by .. rfatt, Il an' o 10.E VI this IC shd❑ UC IIUII dllu vViu. B. This lease and the exhibits and rider, if any, attached hereto and forming a part hereof, set forth all the cov- enants, promises, agreements, conditions and understandings between LESSOR and LESSEE concerning the demised premises. There are no oral agreements or understandings between the parties hereto affecting this lease, and this lease supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties hereto with respect to the subject matters hereof, and none thereof shall be used to interpret or construe this lease. Except as herein otherwise expressly provided, no subsequent alteration, amendment, change or addition to this lease, nor any surrender of the term, shall be binding upon LESSOR or LESSEE unless reduced to writing and signed by them. C. No waiver of any covenant or condition or breach of this lease by either party shall be deemed to imply or constitute a further waiver of the same covenant or condition or any other covenant or condition of this lease or a waiver of any other or subsequent breach. All of the covenants, agreements, provisions, and conditions of this lease shall inure to the benefit of and be binding upon the parties hereto, their successors, legal representatives, and assigns. D. The captions, section numbers, article numbers and index appearing in this lease are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or intent of such sections or articles of this lease nor in any way affect this lease. E. Each party agrees to execute upon request a short form of lease for purposes of recordation. F. Each party agrees to re -execute this lease at any time upon the request of the other. G. It is understood that the leased premises will be constructed according to plans supplied by the lessee and that these plans are for the construction of a distinctively styled building which is identified with the business of lessee. Therefore, in the event of the termination of this lease, lessor grants to lessee the right to enter upon the premises within fifteen (15) days of such termination and to make physical changes in the construction features of the building which distinguish the building as a Pizza Hut restaurant operation. Specifically, but not by way of limitation, lessor 12 grants the right to remove the sign and to alter or remove the cupola roof portion and the trapezoidal wall portion separating the windows, providing, that the roof and wall portions be replaced with non -distinctive roof and wall por- tions so as to maintain the building in a condition suitable for use in conducting a restaurant business. It is understood that such items may be changed or removed by lessee at lessee's sole option and expense, it being understood that lessee shall at its cost repair any damage caused thereby. ATTEST: Ronal Executed: M_p 18, 1978 LESSEE DENVER LESSOF cs.„<"s Le.." Gordon K. Rissler Gerald T. Aaron, President Executed: \/; 13 STATE OF COT ORAnO ) ss: COUNTY OF 6 r-tL ) 4,4 BE IT REMEMBERED, that on this / day o t - / 577E , before me the undersigned, a Notary Public in and for the County and State aforesaid, came Gordon K. Risser who (is) (are) personally known to me to be the same person(s) who executed the within instrument of writing and such person(s) duly acknowledge the execution of the same. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official seal the day and year first above written. u ,1/7 C(1 (X/. My Commission Expires: 2°7/. 7? Notary Public STATE OF ss: COUNTY OF ) BE IT REMEMBERED, that on this day of , before me the undersigned, a Notary Public in and for the County and State aforesaid, came who is personally known to me to be the same person who executed the within instrument of writing and such person duly acknowledged the execution of the same as and for the duly authorized act of such corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official seal the day and year first above written. My Commission Expires: STATE OF _KANSAS COUNTY OF_SEDGWICK Notary Public ) ss: BE IT REMEMBERED, that on this 18 day of May, 1978 Public in and for the County and State aforesaid, came before me the undersigned, a Notary Gerald T. Aaron, President, who is personally known to me to be the same person who executed the within instrument of writing and such person duly acknowledged the execution of the same as and for the duly authorized act of such corporation. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official seal the day and year first above written. My Commission Expires: 2-12-82 Notary Public 14 LANDLORD'S WAIVER & CONSENT TO: PREMISES: CLIENT: 8th Avenue, Greeley, Colorado DENVER PIZZA, INC. Undersigned is the Owner of the above -described premises. Undersigned understands that Client has on Premises or will install on Premises equipment ("Equipment") either owned by you or in which you have or will have a security interest. For valuable consideration, receipt of which is acknowledged, Undersigned consents and agrees as follows: I. That Undersigned recognizes and acknowledges that any claim or claims that you or your assigns have or may hereafter have against such Equipment is superior to any lien or claim of any nature which Undersigned now has or may hereafter have to such Equipment by statute, agreement or otherwise. 2. That each and every right which Undersigned now has, or may hereafter have, under any law, or by virtue of any agreement, now in effect or hereafter executed by Client to levy or distrain upon Equipment for rent, in arrears, in advance or both, or to claim or assert title to Equipment is hereby waived. 3. That Equipment shall remain personal property notwithstanding the manner or mode of the attachment of Equipment to Premises and shall not become fixtures. 4. In the event of default by Client in the performance of any of the terms and conditions of any agreement with you, you or your assigns may remove Equipment, or any part thereof, from Premises, in accordance with the terms and conditions of such agreement. Undersigned will make no claim whatsoever to Equipment. In the event of any such default by Client, Undersigned may direct you or your assigns to remove Equipment upon three (3) months' advance written notice. 5. You or your assigns may, without affecting the validity of this Agreement, extend the times or payment of any indebtedness of Client, to you or assigns or the performance of any of the terms and conditions of any agreement, without the consent of undersigned and without giving notice thereof to Undersigned. 15 6. This Agreement shall inure to the benefit of the successors and assigns of you and shall be binding upon the heirs, personal representatives, successors and assigns of Undersigned and shall inure to the benefit of anyone suc- ceeding to your interest in Equipment or your security interest therein. Signed and sealed this day of STATE OF C0T.0RAnn COUNTY OF Ze Ge—ta On 4fzn,t / /7i,L SS• before me, the undersigned, a Notary Public in and for said State, personally appeared Gordon K. Rissler , known to me to be the President, and known to me to be the Secretary of the Corporation that executed the within instrument, known to me to be the persons who executed the within instrument on behalf of the corporation therein named, and acknowledged to me that such corporation executed the within instrument pursuant to its bylaws or a resolution of its board of directors. My Commission Expires: Notary Public 72/ 2F STATE OF COUNTY OF SS: On before me, the undersigned, a Notary Public in and for said State, personally appeared known to me to be the person whose name subscribed to the within instrument and acknowledged that he executed the same. WITNESS my hand and official seal. My Commission Expires Notary Public 16 This Guaranty pertains to that certain Lease Agreement dated Mny 1R, 1978 between CORDON K. RISSLER as Lessor, and DENVER PIZZA. INC., as Lessee, covering certain property located in Creel ey, Col oradn GUARANTY In consideration of the demise of the premises described in the attached Lease dated May 1R, 197a., to the Lessee named therein and for the sum of TEN DOLLARS ($10.00) and other good and valuable consideration in hand paid by the Lessor(s) named therein, PIZZA HUT, INC. does hereby guarantee to said Lessor(s), its (their) heirs, executors, administrators, successors, and assigns, the due, regular, and punctual payment by Lessee of the rentals specified in said attached Lease and does further guarantee that the Lessee shall faithfully perform and fulfill all agreements and obligations specified in said Lease at the time and in the manner therein agreed; provided, however, that said Guarantor shall concurrently receive a copy of any written notices of default to Lessee to correct any such defaults which may be sent to Lessee pursuant to the terms of said Lease. Notice of acceptance of this Guaranty by Lessor(s) is hereby waived. Any extension of time for payments due or any renewals granted by Lessor(s), or any extensions of time for the performance of any agreements or any other indulgence which may be granted by the Lessor(s), its (their) executors, administrators, successors and assigns, shall not release Guarantor from its liability hereunder, and all settlements, compromises, compositions and agreed balances made in good faith between the Lessee and Lessor(s) shall be binding on the Guarantor. IN WIANESS WHEREOF, this Guaranty Agreement is executed this 17th day of May 1978 PIZZA HUT, INC. By Frank L. Carney, President Form No. 5402 6/76 E-iT2TT "2" In reference to the first lease year, lease year shall 52 that period from the date Lessee's first rental payment is due to the next succeeding Jan"pry 1. In reference to any succeeding lease ye=r, lease year shall be a full year cDnrencing on the day followi=ng the first lease year and running to the next succeeding January 1. The term "gross sales" includes the total of all money received .from the sale of fort' and beverages sold by the Lessee '_non and from the premises durinc the term of this lease. "Gross Sales" shall include any other sales agreed to under Paragraph V of this lease. The term "gross sales" excludes all vending machine income, bona fide credits, returns for merchandise and the amounts turned over by the Lessee for Pet.Iler's Occupational Tax, Use Tax, Sales Tax and all other taxes (other than taxes on inc) levied by appropriate State, Municipal, County, Federal and any and all governmental ;rrlies and subdivisions thereof on sales of any merchandise and/or services, and any other tax, assessment or imposition which Lessee pays to Lessor or any governmental authority with respect to or because of the rent derived by Lessor under this lease. On or before March 1, and on or before the sane day of each year during the remainder of the term of this lease, Lessee shall deliver to Lessor at the place last fixed for the payment of rent, an annual statement as of December 31, sworn to by Lessee or Lessee's authorized representative, showing "gross sales" during the previous lease year, and shall on or before March 1 of each lease year pay to Lessor any and all. sure due hereunder and then remaining unpaid for the entire period covered by such statement. Percentage rental payment for the first and last years of the lease term shall be prorated. The Lessee shall keep full, eu.plete and proper books, records and accounts of'its daily gross sales, both for cash and on credit, of each separate department and concession at any tine operated in the demised premises. The Lessor and its agents and employees shall have the right at any and all tines during regular business hours, to examine and ins. L all of the b uks and records of the Lessee, including any sales tax reports pertaining to the business of the Lessee conducted in, upon or Lulu the demised premises which Lessee shall produce upon demand by Lessor or its agents for the purpose of investigating and verifying the accuracy of any statement of gross sales. The Lessor nay, once in any calendar year, case an audit of the gross sales of Lessee to be made by an independent certified auujuntant of Lessor's selection, and if the statement of ywuss sales previously made to Lessor by Lessee shall be found to be understated by three percent (3%) or more, Lessee shall immediately pay to Lessor the cost of such audit, as well as the additional rental shown to be payable by Lessee to Lessor; otherwise, the cost of such audit shall be paid by Lessor. SUPPLEMENT TO LEASE THIS AGREEMENT made and entered into this 1st day of March, 1979, by and between Gordon K. Rissler as Lessor, and Denver Pizza, Inc. as Lessee, concerning the premises comonly known as 2525 8th Avenue, Greeley, CO. WHEREAS, Lessor and Lessee entered into a Lease Agreement covering the above mentioned premises dated the 18th day of March, 1978; and WHEREAS, the parties would like to further clarify the commencement date of rent and the amount of rent due thereunder; NOW, THEREFORE, the parties agree as follows: 1. Commencement date of the initial Twenty (20) year term of said lease is January 1, 1979, and the ending date is December 31, 1998. 2. The date upon which rent shall commence is December 18, 1978. 3. The base rent payable each month under said lease is One Thousand Eight Hundred and Nineteen and 59/100 Dollars ($1,819.59), based on construction costs for on -site improvements, as defined in Provision IV of said Lease, in the amount of One Hundred Thirty-one Thousand Nine Hundred Fifty-nine and 25/100 Dollars ($131,959.25), and annual ground rental of Six Thousand Dollars ($6,000.00). IN WITNESS WHEREOF, the parties have executed this Agreement on the date first above written. C;Ze.e1' . -e( J"A HTs Wi es,4/ ti mark itnes5 to mark jj ATTEST: By - D. atson, Secreary GORDON K. gkRISSLER MARA Gordon K. Rissler DENVER PIZZA, INC. By Gerald T. Aaron, President ASSIGNMENT OF LEASE AGREEMENTS KNOW ALL MEN $Y THESE PRESENTS: In consideration of the sum of Ten Dollars ($10.00) and other good 'and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, DENVER PIZZA, INC. hereby assigns to PIZZA HUT OF AMERICA, INC. all of its right, title, and interest as Lessee in and to all those certain Lease Agreements and any and all addenda thereto, more fully identified in Exhibit A attached hereto and incorporated herein by reference. PIZZA HUT OF AMERICA, INC. hereby accepts the assignment of all of the right, title and interest of DENVER PIZZA, INC., as Lessee, in each of the various Lease Agreements. IN WITNESS WHEREOF, the parties hereto have set their hands and seals this 30th day of September, 1980. ......... Q 0'44 g Ro ald D. Watson, Secretary ATTEST: };,,;Ronald D. tit! �, _4 C atson, Secretary DENVER PIZZA, INC. Gerald T. Aaron, President PIZZA HUT OF AMERICA, INC. ByAfteitijiaas Gerald President O O O W LEASE DATE ca qa LOCATION NUMBER Wester & Co. 9-▪ 1 w O .O U 7 O H cn - a O w rn q 88th and Wadsworth Joint Venture The Heritage Company w N- O O In O T1 H 0 H 'wl ✓ ral '-I C '-i o H W • C U O w 3 a• l En 4.1 u .co 3 O v H ul CO 00 al HI el CO 3 Ln Gordon K. Rissler 03 N- 03 In 0 O O. 9-1 x 0 H w C y H ICI '-I CI H as C Cd w •r1 O o H O O 'O W N M H Cd 'V U O U tC N DC C "O O 0 H W 0o a H W HI W • u H W N w o u a O H Y+ H 4-I a w C >v Q HI 01 U O H w C 6 H U a m I- O O O 00 rn N N O 'b O W. w OO A w • b ° v • a0 N O > 00 M a .C Cal O N N CJ 4-P. I-3 w Cd 00 w H W H H 1/4O 6001 i1 w N $4 O> N w N CI) 00 u1 H .r NCB M W 000 NLel Oul MOtin n O N N O O N N O NO O N N IZ DEPARTMENT OF STATE UNITED STATES OFANERICA,) s s. StrE or COLORADO. J CERTIFICATE* "Byron , cal -tenant, ate ti; yeek,retc--4,4, :///,/ DENVER PIZZA, INC. a Colorado corporation, has filed all annual reports and has paid all fees and taxes, and is, at the date of this certificate, in good standing and authorized to transact business as a domestic corporation. NTESTDI0NINIERE0F rn 4eewb �� f12977er,, d----Twelfth--- r ---December--- nl968 na yA SECRETARY Of STATE, A COFFICE ETIIEYSECRETARYO STATE) UNITED STATES OFA.MIERICA) ss. C 1TE Or COORADO.tiTIFiCA►T�. TSpro ,z: mxber&on, SCV44/ diaSoziee÷ the annexed are full, true and complete copies of Articles of Incorporation and Articles of Amendments totheArticles of Incorporation of DENVER PIZZA, INC. as filed in this office and admitted to record. 7 • • INTESIDIONY11 tEOF ,arot teamb e. Sria (44,9"Ki%irrc4.a,//,> /ay November ar91968 SECRETARY OF STATE\ EPUTY. 5'"-5x3.12_ ,r Y•neiInt 11821 4-_- RJORIE IMAL Re.iwleYl AI 8881.9.6 Qecotdei autos B J iA“ L±I5 800X 1862 PACs WEEK OF THE SE CIIETAIIY OF STA E) UNITED STATIC', OFANERIcA? s s. STATE OF COLORADO. ) to 1 it CERTIFICATE• J/ j2pron . Mtberfion, �c l cat ei aelf W �o, y e r1 far / . duplicate originals of Articles of Merger, duly signed and verified pursuant to the provisions of the Caoiado Corporation Act, have beenreceived in this office and are found to cantors to law. Accordingly, the undersigned, by virtue of the authority vested inns by law, hereby issues this Cert ,rata of Merger of PIZZA HUT OF GREELEY, INC., PIZZA OF BOULDER, INC., PIZZA HUZ`.L'.U' COLORADO BOULEVARD, INC., PIZZA HUT OF LONOMJNT, INC., PIZZA HUT OF AURORA, INdr, TACO KID OF AURORA, 1TJC., TACO KID CF BOULDER1 INC., TACO KID OF JEWELL, INC.,, PIZZA HUT OF JEWELL, INC., ESISS PIZZA HUT, INC., ARAPAHOS PIZZA HUT, INC.,PIZZA"HUT OF ARVADA, INC., PIZZA HUT OF FT. COLLINS, INC., PIZZA HUT OF HURON, INC.y PIZZA HUT OF GOLDEN, INC., PIZZA HUT OF FEDERAL BOULEVARD, INC., (all Colorado corptdrations) into DENVER PIZZA, INC. (Colorado corporation - SUR.VIVOi.) and attaches hereto a duplicate original of the Articles of Merger. ` co cr O errCO r - a a o nw c'-fo COUNTY CLERK&.RE^ORDER !• • CD V CD •. •. 1 mm r- R If C: C. •• f= OO N • • "tr CD m — � = • ▪ n 21 C CO oPcr « r CO C7 C CC Ix hSTDIONI4\IIEREOF Set ? etamb /ay /,`e J ---Eighteenth ------March------- t fi "1970 Q SECRETARY OF STATE. i�yvv�iLZ-'r7'"t. � ' 'Z��✓l .2 321 DEPUTY. 80 4O2 UNITED STATES OFAMERICA, STATE OF COLORADO. S s. CERTIFICATE. jpron . anbergou, SsCZ*/ dtaeldiae/ "hi the annexed are full, true and complete copies of_Articles of Incorporation and Articles of Amendments to the Articles of Incorporation of DENVER PIZZA, INC. as filed in this office and admitted to record. • I ESTIMO kg EREOF a yl��/./�' ieb e i�/,If/iG iG �6" "�d'� iii ��4'/ �/�6%?/✓Fi��E%/,/'----Sixth---- /kA,q/j November Jj1968 7 . a n SECRETARY OF STATE lra40 EPUTY. A ARTICLES OF INCORPORATION OF DENVER PIZZA, INC. KNOW ALL MEN BY THESE PRESENTS, that we, W. J. SHOEMAKER, ROBERT S. WHAM, and MARTIN T. HART, all of Denver, Colorado, the undersigned natural persons of the age of twenty-one years or more, acting as incorporators of a corporation under the provisions of the "Colorado Corporation Act", adopt the fol- lowing Articles of Incorporation: ARTICLE I Name The name of this corporation is: Denver Pizza, Inc. - ARTICLE II Duration The period of duration of the corporation is perpetual. ARTICLE III Purposes and Powers Section 1. Purposes. The purposes for which the cor- poration is organized are as follows: a. To engage in the on -sale dispensing of alcoholic beverages and food, operating as a bar and restaurant, and generally to purchase or otherwise acquire restaurants and taverns, and to own, hold, lease, rent, or sell such business or businesses. b. To introduce, erect, operate, conduct, manage, main- tain, and carry on a restaurant, cafe, and cabaret business; #T .. _ to buy, sell, lease, or otherwise dispose of, and to operate, conduct, furnish, -equip, and manage restaurants, inns, eating houses, taverns, cabarets, cafes, or places of entertainment, and generally to do and perform everything necessary for 2 ,≥ _,>r_ • carrying out the aforesaid purposes. c. To buy, or otherwise acquire, manufacture, market, prepare for market, sell, deal in, and deal with, import, and export food and food products of every class and description, fresh, canned, preserved, or otherwise, and to prepare and serve all food, beverages, alcoholic or nonalcoholic, and other preparations and refreshments of all kinds. d. To acquire by lease, purchase, gift, device, contract, concession or otherwise, and to hold, loan, develop, explore, exploit, improve, _operate, lease, enjoy, control, manage or otherwise turn to account, mortgage, grant, sell, exchange, convey, or otherwise dispose of, wherever situated, within or without the State of Colorado, and in any part of the world, any and all real estate, lands, options, concessions, grants, land patents, personal property, franchises, rights, privileges, easements, tenements, estates, hereditaments, interests and properties of every kind, nature and description whatsoever. e. To act in the State of Colorado and in any state, territory, district, or possession of the United States, or in any foreign country, in the capacity of agent or representa- tive for any individual, association, corporation, or other legal entity, respecting any business. f. To do everything necessary, proper, advisable, or convenient for tile accomplishment of the purposes hereinabove set forth and to do all other things incidental thereto. Section 2. Powers. Subject to any specific limitations imposed by these Articles of Incorporation, the powers the corporation shall have are as follows: a. All those powers specified in the Colorado Corpora- tion Act. s• b. The power to carry out the purposes hereinabove set forth in any state, territory, district or possession of the United States, or in any foreign country, to the extent that such purposes are not forbidden by the law of such state, territory, district, or possession of the United States, or by such foreign country, in which one or more of such purposes are forbidden by law, to limit the purpose or purposes, which the corporation proposes to carry on in such state, territory, district or possession of the United States, or foreign country to such purpose or purposes as are not forbidden by the law thereof in any certificate for application to do business in such state, territory, district or possession of the United States, or foreign country. c. The power to indemnify any director, officer, or employee, or former director, officer or employee of the cor- poration, or any person who may have served at its request as a director, officer, or employee of another corporation in which it owns shares of capital stock, or of which it is a creditor, against expenses actually and necessarily incurred by him in connection with the defense or settlement of any action, suit or proceeding in which he is made a party by reason of being or having been such director, officer, or employee, except in relation to matters as to which he shall be adjudged in such action, suit, or proceeding to be liable for negligence or misconduct in the performance of duty, and except that the corporation shall have the power to reimburse for the reasonable costs of settlement only if it shall be found by the Board of Directors that it was to the interests of the corporation that such settlement be made and that such director, officer, or employee was not guilty of negligence or misconduct. Such rights of indemnification and reimburse- ment shall not be deemed exclusive of any other rights to which such director, officer, or employee may be entitled under any by-law, agreement, vote of shareholders or otherwise. d. (1To enter into, make and perform contracts of every kind and description with any person, firm, association or corporation, municipality, body politic, country, territory, 'El state, government or county or dependency thereof. -3- contractors, trustees or otherwise, within or without the State of Colorado and either alone or in company with others. It is the intention that each of the objects, purposes and powers specified in each of the paragraphs of this third Article of these Articles of Incorporation shall, except where otherwise specified, be in no wise limited or restricted by reference to or inference from the terms of any other paragraph or of any other article of these Articles of Incorporation, but that the objects, purposes and powers specified in this Article and in each of the articles or paragraphs of these Articles of Incorporation shall be regarded as independent objects, purposes and powers, and the enumeration of specific purposes and powers shall not be construed to restrict in any manner the general terms and powers of this corporation, nor shall the expression of one thing be deemed to exclude another, although it be of like nature. The enumeration of objects or purposes herein shall not be deemed to exclude or in any way limit by inference any powers, objects or purposes which this corporation is empowered to exercise, whether expressly by force of the laws of the State of Colorado now or hereafter in effect, or impliedly by any reasonable construction of said laws. ARTICLE IV Authorized Shares The aggregate number of shares which the corporation shall have authority to issue is 5,000 shares, of a par value of ten dollars ($10.00) each. Such shares may be issued by the Board of Directors for such consideration in money, property or services as the Board may deem advisable. The holders of s. _ the issued and outstanding stock of the corporation shall have pre-emptive rights with respect to the issuance of additional shares of stock in. the corporation whether of the same or any new or reclassified class of stock. Each share of stock shall -5- be entitled to one vote and cumulative voting shall be allowed as provided in the Colorado Corporation Act. ARTICLE V Regulation of Internal Affairs; Directors The business and affairs of the corporation shall be managed by a Board of Directors the number of members of which shall be fixed by the by-laws, but shall not be three nor more than seven. Until the number of fixed otherwise by the by-laws, the. Board of Directors consist of five members; no director need be a stockholder in the corporation nor a resident of the State of Colorado, and the names and addresses of the persons who shall serve as th less than directors is shall directors until a first annual meeting of shareholders or until their successors be elected and qualify: are: Norman S. Farha Farris S. Farha Martin T. Hart H. R. Barkett, Jr. Daniel M. Carney 3730 West 13th Wichita, Kansas 3700 West 13th Wichita, Kansas 850 Lincoln Street Denver, Colorado 4302 Westport Wichita, Kansas 3700 West 13th Wichita, Kansas The Board shall exercise all the corporate powers of the cor- poration, and shall have power to make such by-laws as it may deem proper for the management of the affairs of the corpora- tion. ARTICLE VI Registered Office and Agent The registered and principal office of the corporation shall be+at 850 Lincoln Street, Denver, Colorado, without prejudice, however, to the right of the corporation to conduct business and to maintain offices in other states, territories, and foreign countries as the Board may deem advisable. -6- The stock ledger, books of account and other record books required by the laws of this State shall be kept at the prin- cipal office of the corporation in the State of Colorado. Meetings of the stockholders and of the Board of Directors of this corporation may be held at such places within or with- out the State of Colorado, as may be designated from time to time by the Board of Directors or by the by-laws, and all business transacted at such meeting and the proceedings thereat shall have the same binding force and effect as if such meetings were held at the principal 'office of the corporation in the State of Colorado. The name of the initial registered agent of the corpora- tion at the registered and principal office of the corporation is MARTIN T. HART. ARTICLE VII Amendment The corporation reserves the right to amend, alter, or repeal any provision contained in these Articles of Incorpora- tion and to enact any provision not contrary to the laws of the State of Colorado, as now or hereafter enacted, and all rights conferred upon stockholders herein are subject to this reservation. ARTICLE VIII Incorporators The names and addresses of the incorporators of the cor- poration are: W. J. SHOEMAKER, 515 Majestic .Building, Denver, Colorado ROBERT S. WHAM, 515 Majestic Building, Denver, Colorado MARTIN T. HART, 850 Lincoln Street, Denver, Colorado Executed thisr, day of /VO✓0f� by the Undersigned incorporators. i , 1964, (L.S.) (L.S.) . Y.. (L.S.) -7- STATE OF COLORADO: ) ) SS. CITY AND COUNTY OF DENVER ) L \n — I+ ......, , a Notary Public in and for the County and State aforesaid, do hereby certify that W. J. SHOEMAXER, ROBERT S. WHAM and MARTIN T. HART, who are personally known to me to be the persons whose names are subscribed to the foregoing Articles of Incorporation, appeared before me this day in person and upon oath swore to the truth of the facts therein stated and acknowledged that they signed and delivered said instrument of writing as their free and voluntary act. Given under my hand and official seal this -' day , 1964. My= ;commission expires !IL? Notary Public lac 176755 ARTICLES OF INCORPORATION Denver Pizza, Inc. DOMESTIC Filed in the office of the Secretary of State, of the State of Colorado, on the 3rd day of December A.D. 1964 BYRON A. ANDERSON Secretary of State Filing Clerk Tapscott Fees $25.00 Old Age Pension Fund $2.50 in - s f nnt;rn n: hs haen ir.3c,oted and prorariy cn r'ci on tf1Re- cores Ct The Rat Tax ! i .;:arr'r ant. 0K Cate if -e./.c v?=eL--2/5;"c-- RECORDED POLL 73 PAGE 2120 I)Er¼RTM ENT OF STATE ��, ✓�J1.ereetax;.o .1,24&43 49/ My= IL ele®y CERTIFICATE OF AMENDMENT thalei// ((germ/arkireeff.ceeklittlat llcale.e final jimenetnen/./4 tine ..54Gr r�eo ncen raralbn,a/ Denver Pizza. Inc. r/u xseyweri,arzdiuex e//f+oentant,/a .111 leevisioni o/,//fie rehear/0 yim ae% nr S104 ,lave hen .receiver/.in .Ma of e and an o end% cen0nom ,/4 hrs. .safccorelef / e .an ekeninee/ '74 *id Yecretrnry ,o/ 9$z4 ant ), ,uArliee at de artiart . ue9/er/ in . me ./' 4zec.:Lay .ia:ure✓s ,t16 T2eeVaik n/ .S�irnenctinewt.and.ae. /ado ; ento ,a inelkate .etr� ena . /Me �Qrrti e4 I amend/end gate(j ----Thirtieth---darl August 49..1968 SS: Form D-4 A. ARTICLES OF AhIETQl3ir1^,NT to the ARTICLES OF INCORPORATION of DENVER RS ZZILr---123Cr --- Pursuant to the provisions of the Colorado Corporation Act, the undersigned corporation adopts the following Articles of Amendment to its Articles of Incorporation: FIRST: The name of the corporation iR (note 3) _Denyar Pi,,A, Tut. SECOND: The following amendment of the Articles of Incorporation was adopted by the shareholders of the corporation on__ J%.ugust_29___________19fi9___, in the manner prescribed by the Colorado Corporation Act: (Insert Amendment) 'ARTICLE IV Authorized Shares The aggregate number of shares which the corporation shall have authority to issue is 5,000 shares without par value. Such shares may be issued by the Board of Directors for such consideration in money, property or services as the Board may deem advisable. The holders of the issued and outstanding stock of the corporation shall have pre-emptive rights with respect to the issuance of additional shares of stock in the corporation whether of the same or any new .or reclassified class of stock. Each share of stock shall be en - .titled to one vote and cumulative voting shall be allowed as pro- vided in the Colorado Corporation Act. -- Pitting fee $25.00 SUBMIT IN DUPLICATE • ARTICLES OF AMENDMENT —Continued THIRD: The number of shares of the corporation outstanding at the time of such adoption was_twO._i2)__-____; and the number of shares entitled to vote thereon was —..two- (2) FOURTH: The designation and number of outstanding shares of each class entitled to vote thereon as a class were as follows: None, not applicable Number of Shares Class (Note 1) FIFTH: The number of shares voted for such amendment was—tvla-_-;C2) ; and the number of shares voted against such amendment was nnne_(IIj . SIXTH: The number of shares of each class entitled to vote thereon as a class voted for and against such amendment, respectively, was: None, not applicable Number of Shares Voted Class For Against (Note 1) SEVENTH: The manner, if not set forth in such amendment, in which any exchange, reclas- sification, or cancellation of issued shares provided for in the amendment shall be effected, is as follows: Issued shares of par value stock of a par value of $10.00 (Note 2) has been reclassified to be stock without par value. EIGHTH:' The manner in which such amendment effects a change in the amount of stated capital, and the amount of stated capital as changed by such amendment, are as follows; No change (Note 2) DatecL _Ettg115_t 29 STATE OF COLORADO, County of DENVER Before me, .aetty.„r..ssipp , a Notary Public in and for the said County and State, personally appeared_MarSinS Hart who acknowledged before me that he is the gory -et ofnenvez-Esz,za, In^ ittlee Title of a Colorado corporation and that he signed the foregoing Articles of Amendment as his free and voluntary act and deed for the uses and purposes therein set forth, and that the facts contained therein are true. In witness whereof I have hereunto set my hand and seal this_2.th_day of___Anvtnst- --, A. D. 1968 My Cadmtssion akplres Mar. 20, 1972 My commislsion expire• s zr ifro ticktarr Notes: 1. If inapplicable, insert "None." 2. If inapplicable, insert "No change." Sr 3. Exact corporate name of corporation adopting the Articles of Amendment. (If this is a change of name amendment the name before this amendment is filed) 4. Signatures and titles of officers signing for the corporation. SUBMIT IN DUPLICATE means original typed copy and first carbon copy, or xerox copies both having original signatures & verifications. ..riANGE IN CAPITAL STOCK 233329 ARTICLES OF AMENDMENT TO THE 'ARTICLES OF INCORPORATION OF Denver Pizza, Inc, DOMESTIC FILED in the office of the Secretary of State, of the State of Colorado, on the 30 _day of August A.D.I9 68 BYRON A. ANDERSON $eaeury of Stag Filing Clerk Connor Foesl?S -00 Old Ago Pension Fund This document r+ask ac :l on th≤: and a ouhr�. _ � _ i_.,.Cepart? t. Pa- cordset She ' ::,t 'K /wt../ Date_a t RECOR,-D ROLL 124 PAGIE attz)_ a-190 1074 Hello