<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO 13d-l(a) AND AMENDMENTS
THERETO FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. 3)*
GRILL CONCEPTS, INC.
(Name of Issuer)
COMMON STOCK, $.00001 PAR VALUE
(Title of Class of Securities)
398502104
(CUSIP Number)
Lewis Wolff, 11828 La Grange Avenue, Los Angeles, California 90025
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 1, 2000
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-l(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
--------------------------------------------------------------------------------
CUSIP No. 398502104 2
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LEWIS WOLFF
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF MEMBER OF A GROUP* (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 575,000
SHARES ---------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY N/A
EACH ---------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 575,000
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
N/A
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
575,000
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
N/A
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
12%
--------------------------------------------------------------------------------
Page 2 of 6
<PAGE>
--------------------------------------------------------------------------------
14 TYPE OF PERSON REPORTING*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Common Stock of Grill Concepts, Inc.
The principal executive offices of Grill Concepts are located at 11661 San
Vicente Boulevard, Suite 404, Los Angeles, California 90049.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c). This statement on Schedule 13D is being filed by Lewis Wolff.
The address of Mr. Wolff is 11828 La Grange Avenue, Los Angeles, California
90025. Mr. Wolff is a private investor. He is also a managing member of Wolff
DiNapoli LLC, a California limited liability company which manages a number of
hotel properties in which Mr. Wolff as Trustee is an investor. The principal
place of business address of Wolff DiNapoli LLC is 11828 La Grange Avenue, Los
Angeles, California 90025.
(d)-(e). During the last five years, Mr. Wolff: (i) has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) was not a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgement, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Mr. Wolff is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Wolff acquired a warrant to purchase 75,000 shares(1) of Common
Stock of Grill Concepts in exchange for an agreement to personally guarantee
$750,000 of indebtedness of Grill Concepts. All of the other securities of Grill
Concepts owned by Mr. Wolff were acquired by him for cash in the amount of
$1,500,000. The source of the purchase price was Mr. Wolff's personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Wolff acquired the securities of Grill Concepts for investment
purposes. Depending on general market and economic conditions affecting Grill
Concepts and other relevant factors, Mr. Wolff may purchase additional
securities of Grill Concepts or dispose of some or all of securities from time
to time in open market transactions, private transactions or otherwise.
Page 3 of 6
<PAGE>
Except as set forth herein, Mr. Wolff has no present plans or proposals
with respect to any material change in Grill Concept's business or corporate
structure or which relate to or would result in:
(a) the acquisition by any person of additional securities of
Grill Concepts, or the disposition of securities of Grill Concepts;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Grill Concepts or any of its
subsidiaries;
(c) a sale or transfer of a material amount of assets of Grill
Concepts or any of its subsidiaries;
(d) any change in the present board of directors or management
of Grill Concepts, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on the
board;
(e) any material change in the present capitalization or
dividend policy of Grill Concepts;
(f) any other material changes in Grill Concept's business or
corporate structure;
(g) changes in Grill Concepts' charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of Grill Concepts by any person;
(h) causing a class of securities of Grill Concepts to be
delisted from a national securities exchange or cease to be authorized
to be quoted in an inter-dealer quotation system of a registered
national securities association;
(i) a class of equity securities of Grill Concepts becoming
eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Lewis Wolff, as Trustee of the Wolff Revocable Trust of 1993,
beneficially owns 575,000 shares of Common Stock of Grill Concepts, which
consists of: (i) 125,000 shares issuable upon the conversion of 500 shares of
Series II Convertible Preferred Stock; (ii) 75,000 shares(1) issuable pursuant
to a warrant to purchase shares at an exercise price of $1.41 per share; (iii)
187,500 shares issuable pursuant to warrant to purchase shares at an exercise
price of $8.00 per share; and (iv) 187,500 shares issuable pursuant to warrant
to
Page 4 of 6
<PAGE>
purchase shares at an exercise price of $12.00 per share. All of the warrants
issued to Mr. Wolff are currently exercisable. The shares of Common Stock
beneficially owned by Mr. Wolff constitute approximately 12% of the total number
of shares of Common Stock of Grill Concepts, based upon 4,203,738 shares of
Common Stock outstanding as of August 4, 2000 (as reported in the Quarterly
Report on Form 10-Q for the quarter ended June 25, 2000 filed by Grill Concepts
on August 9, 2000).
(b) Mr. Wolff has the sole power to vote or to direct the vote, and the
sole power to dispose or to direct the disposition of, the shares beneficially
owned by Mr. Wolff.
(c) On August 1, 2000, Keith Wolff, Trustee of The Keith M. Wolff 2000
Irrevocable Trust acquired 250,000 shares of Common Stock of Grill Concepts from
Lewis Wolff, Trustee of the Wolff Revocable Trust of 1993, pursuant to a
purchase and sale agreement, a copy of which is attached hereto as Exhibit 4.
The shares of Common Stock were sold to Keith Wolff at a price equal to $.98 per
share. Mr. Keith Wolff acquired the shares with the following consideration: (i)
$24,000 in cash paid upon the execution of the purchase and sale agreement; and
(ii) $221,000 shall be due and payable pursuant to a promissory note bearing
interest at 6.22% per annum, a copy of which is attached hereto as Exhibit 5.
(d) No other person has the right to receive or the power to direct the
receipt of dividends from or the proceeds from the sale of the securities
beneficially owned by Mr. Wolff.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
On June 20, 1997, Mr. Wolff was issued: (i) shares of Series II
Convertible Preferred Stock which are governed by the terms of the Certificate
of Designation of the Series II Convertible Preferred Stock, a copy of which is
attached hereto as Exhibit 1; and (ii) warrants to purchase shares of Grill
Concepts Common Stock, copies of which are attached hereto as Exhibits 2 and 3.
On July 11, 2000, Grill Concepts entered into a Letter Agreement with
Lewis Wolff, as Trustee of the Wolff Revocable Trust of 1993 and Michael S.
Weinstock, as Trustee of the Michael S. Weinstock Living Trust, pursuant to
which Messrs. Wolff and Weinstock each agreed to personally guarantee $750,000
of a $1,500,000 loan to Grill Concepts from Wells Fargo Bank. Pursuant to the
terms of the Letter Agreement, on July 11, 2000, Grill Concepts issued to each
of Messrs. Wolff and Weinstock a four (4) year warrant to purchase 75,000
shares(1) of Common Stock of Grill Concepts at an exercise price of $1.41 per
share. Each warrant has customary "piggyback" registration rights under the
Securities Act of 1933, as amended, covering the shares of Common Stock issuable
upon exercise of such warrant.
Page 5 of 6
<PAGE>
Mr. Weinstock is the Chairman of the Board and Executive Vice President
of Grill Concepts. The Letter Agreement, the two (2) warrants and the various
loan documents in connection therewith, will be filed by Grill Concepts in a
Form 8-K.
On August 1, 2000, Keith Wolff, Trustee of The Keith M. Wolff 2000
Irrevocable Trust acquired 250,000 shares of Common Stock of Grill Concepts from
Lewis Wolff, Trustee of the Wolff Revocable Trust of 1993, pursuant to a
purchase and sale agreement, a copy of which is attached hereto as Exhibit 4.
The shares of Common Stock were sold to Keith Wolff at a price equal to $.98 per
share. Mr. Keith Wolff acquired the shares with the following consideration: (i)
$24,000 in cash paid upon the execution of the purchase and sale agreement; and
(ii) $221,000 shall be due and payable pursuant to a promissory note bearing
interest at 6.22% per annum, a copy of which is attached hereto as Exhibit 5.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Certificate of Designation of Series II Convertible Preferred
Stock.*
Exhibit 2 Warrant to Purchase Shares of Common Stock ($.00001 par
value) of Grill Concepts, Inc. (W97-A1).*
Exhibit 3 Warrant to Purchase Shares of Common Stock ($.00001 par
value) of Grill Concepts, Inc. (W97-B1).*
Exhibit 4 Purchase and Sale Agreement by and between Lewis N. Wolff, as
Trustee of the Wolff Revocable Trust of 1993 and Keith M.
Wolff, as Trustee of The Keith M. Wolff 2000 Irrevocable
Trust.
Exhibit 5 Promissory Note by Keith M. Wolff as Trustee of The Keith M.
Wolff 2000 Irrevocable Trust in favor of Lewis N. Wolff, as
Trustee of the Wolff Revocable Trust of 1993.
--------------
1. These shares are subject to reduction to 37,500 shares, if the loan guarantee
is terminated by the lender within forty-five (45) days from the date the
warrant is issued.
* Previously filed.
Page 6 of 6
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
By: /s/ Lewis Wolff
------------------------------
Name: Lewis Wolff
Dated: September 14, 2000
S-1
<PAGE>
EXHIBIT 4
PURCHASE AND SALE AGREEMENT
1. Parties.
This Agreement (the "Agreement") is dated for identification purposes
as of August 1, 2000, and is made and entered into by and between Lewis N. Wolff
and Jean Adele Wolff, Trustees of the Wolff Revocable Trust of 1993 ("Seller")
and Keith M. Wolff, Trustee of The Keith M. Wolff 2000 Irrevocable Trust
("Buyer"). Seller and Buyer are herein sometimes called individually a "Party"
and collectively the "Parties."
2. Recitals.
2.1 Seller is the beneficial owner of 17.3% of the capital stock of
Grill Concepts, Inc., a Delaware corporation (the "Company").
2.2 Seller desires to sell and Buyer desires to purchase 250,000 shares
of Common Stock of the Company (the "Shares"), in exchange for the Purchase
Price (as defined herein), upon the terms and subject to the conditions
hereinafter set forth.
3. Transfer of Shares.
3.1 Upon the terms, covenants and conditions herein set forth, at the
"Closing" to be held on the "Closing Date" (as such terms are hereinafter
defined), Seller hereby agrees to sell to Buyer and Buyer hereby agrees to
purchase from Seller, the Shares.
3.2 The purchase price for the Shares, as determined at the Closing,
shall be an amount equal to the Adjusted Closing Trading Price (as hereinafter
defined) multiplied by the number of Shares (the "Purchase Price"). The Purchase
Price will however be adjusted after the Closing, as set forth in Section 3.3.
For purposes of determining the Purchase Price at the Closing, "Adjusted Closing
Trading Price" shall equal 70% of the price per share of the Company's Common
Stock paid in the last trade of the Company's Common Stock before July 31, 2000,
as quoted on the Nasdaq SmallCap Market.
3.3 The parties understand and agree that within five (5) days
following the Closing Date, Seller and Buyer shall select an appraiser (the
"Appraiser") to more precisely determine the Adjusted Closing Trading Price of
the Shares. The Appraiser shall determine the Adjusted Closing Trading Price of
the Shares, within sixty (60) days following the Closing Date. The parties
understand and agree that the final Purchase Price shall be based solely on the
Adjusted Closing Trading Price, as determined by the Appraiser.
1
<PAGE>
3.4 Buyer shall pay the Purchase Price as follows: (i) $24,000 in cash
on the Closing Date (the "Closing Payment") payable by check or wire transfer;
and (ii) the balance of the Purchase Price (the "Purchase Price Balance") shall
be due and payable pursuant to a Promissory Note in the form of Exhibit "A"
attached hereto (the "Note"). Interest on the unpaid principal balance of the
Note shall be payable annually at the rate of 6.22% per annum. Notwithstanding
the foregoing, Buyer agrees that the Note with a face amount equal to the
Purchase Price Balance shall be exchanged for a Note with a face amount equal to
the Purchase Price as determined by the Appraiser less the Closing Payment (the
"Adjusted Purchase Price Balance"), within ten (10) days following the final
determination of the Purchase Price as provided in Section 3.3 above.
4. Closing and Conveyances.
4.1 The closing of the transaction provided for herein (the "Closing")
shall occur in Los Angeles, California, at the offices of Greenberg Glusker
Fields Claman & Machtinger LLP, 1900 Avenue of the Stars, Suite 2100, Los
Angeles, CA 90067, on August 1, 2000 (the "Closing Date").
4.2 Seller shall deliver to Buyer at the Closing the stock certificates
representing all of the Shares, endorsed in blank or accompanied by duly
executed assignment documents.
4.3 Buyer shall deliver to Seller at the Closing: (a) the Closing
Payment; (b) the Note in the face amount of the Purchase Price Balance; and (c)
such further instruments, documents of transfer and assignments as may be
reasonably requested by Seller in order to carry out the terms and provisions of
this Agreement.
5. Representations and Warranties of Seller.
5.1 Seller represents and warrants to Buyer the following:
5.1(a) Seller has the full power and authority to enter into
this Agreement.
5.1(b) Seller has not heretofore assigned, transferred,
hypothecated or otherwise conveyed, or purported to assign, transfer,
hypothecate or otherwise convey, all or any portion of the Shares.
5.1(c) Seller shall exchange a new Note with a face amount
equal to the Adjusted Purchase Price Balance for the Note executed by Buyer at
the Closing.
5.1(d) The foregoing representations and warranties in this
Article 5 shall survive the Closing.
6. Representations and Warranties of Buyer.
6.1 Buyer hereby represents and warrants to Seller the following:
6.1(a) Buyer has the full power and authority to enter into
this Agreement.
2
<PAGE>
6.1(b) Buyer shall exchange a new Note with a face amount
equal to the Adjusted Purchase Price Balance for the Note executed by Buyer at
the Closing.
6.1(c) Buyer understands that the Shares are "restricted
securities" under applicable U.S. federal and state securities laws and that,
pursuant to these laws, Buyer must hold the Shares indefinitely unless
subsequently registered under the Securities Act of 1933, as amended (the
"Securities Act") or unless an exemption from such registration is available.
Buyer is aware of the provisions of Rule 144 promulgated under the Securities
Act which permits limited resale of securities purchased in a private placement
subject to the satisfaction of certain conditions.
6.1(d) Buyer understands that all certificates evidencing the
Shares will bear the following legend:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT
AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION
THEREOF. NO SUCH SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN
EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF
COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
NOT REQUIRED UNDER THE SECURITIES ACT OF 1933."
6.1(e) The foregoing representations and warranties in this
Article 6 shall survive the Closing.
7. Notices.
Any notice, demand or document given or delivered hereunder shall be in
writing and shall be deemed to have been duly given if mailed, either by
certified or registered mail, postage prepaid or sent by facsimile transmission:
If to Seller: Lewis N. Wolff and Jean Adele Wolff, Trustees
The Wolff Revocable Trust of 1993
11828 La Grange Avenue, Suite 200
Los Angeles, CA 90025
Fax: 310-477-2522
If to Buyer: Keith M. Wolff, Trustee
The Keith M. Wolff 2000 Irrevocable Trust
11828 La Grange Avenue, Suite 200
Los Angeles, CA 90025
Fax: 310-477-2522
or to such other address as such Party shall have specified in writing to the
other Parties, and shall be deemed to have been given or delivered or made on
the date of receipt by the Party to whom such
3
<PAGE>
notice is to be given, delivered or made. Any notice, demand or document not
given, delivered or made by registered or certified mail as set forth above
shall be deemed to be given, delivered or made only upon receipt of the same by
the Party to whom the same is to be given, delivered or made.
8. Entire Agreement.
This Agreement constitutes the entire agreement between the Parties and
supersedes all prior agreements or understandings, oral and written, between the
Parties hereto with respect to the subject matter hereof. There are no promises,
representations or agreements between the Parties with respect to the subject
matter hereof, except as expressly herein set forth. Each Party is entering into
this Agreement based upon such Party's independent investigation respecting the
advisability of the transactions provided for herein, and is not relying upon
any promise, agreement or undertaking of the other Party, except as may be set
forth in this Agreement.
9. Amendment.
This Agreement may not be modified or amended except by an instrument
in writing executed by all Parties hereto.
10. Binding Effect; Benefit.
This Agreement shall inure to the benefit of and be binding upon the
Parties hereto and their respective successors and assigns.
11. Section and Other Headings.
The Section and other headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.
12. Counterparts.
This Agreement may be executed in one or more counterparts and, when
executed by each of the Parties signatory hereto, said counterparts shall
constitute a single valid agreement even though each of the signatory Parties
may be executing a separate counterpart thereof.
13. Attorneys' Fees.
In the event of any action for breach of, to enforce the provisions of,
or otherwise involving this Agreement, the court in such action shall award a
reasonable sum as attorneys' fees to the Party who, in light of the issues
litigated and the court's decision on those issues, was more successful in the
action. The more successful Party need not be the Party who recovers a judgment
in the action. If a Party voluntarily dismisses an action, a reasonable sum as
attorneys' fees shall be awarded to the other Parties.
4
<PAGE>
14. No Third Party Rights.
All promises, undertakings and agreements of the Parties herein set
forth are, except as expressly set forth otherwise, made for the sole benefit of
the Parties, and this Agreement shall not create any rights or grant any
remedies to any person who is not a Party to this Agreement.
15. Gender and Tense.
Wherever appropriate in this Agreement, the singular shall be deemed to
refer to the plural and the plural to the singular, and pronouns of masculine,
feminine and neuter gender shall be deemed to include either, both or all of the
other genders.
(Signature Page to Follow)
5
<PAGE>
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the date first written above.
"SELLER"
The Wolff Revocable Trust of 1993
/s/ LEWIS N. WOLFF
---------------------------------------
Lewis N. Wolff, Trustee
/s/ JEAN ADELE WOLFF
---------------------------------------
Jean Adele Wolff, Trustee
"BUYER"
/s/ KEITH M. WOLFF
---------------------------------------
Keith M. Wolff, Trustee of the
Keith M. Wolff 2000 Irrevocable Trust
6
<PAGE>
EXHIBIT A
PROMISSORY NOTE
(ATTACHED)
7
<PAGE>
EXHIBIT 5
PROMISSORY NOTE
$221,000 Los Angeles, California
August 1, 2000
1. For value received, the undersigned, KEITH M. WOLFF, TRUSTEE OF THE
KEITH M. WOLFF 2000 IRREVOCABLE TRUST (the "Purchaser"), promises to pay to
LEWIS N. WOLFF AND JEAN ADELE WOLFF, TRUSTEES OF THE WOLFF REVOCABLE TRUST OF
1993 (the "Trust"), the principal sum of Two Hundred Twenty-One Thousand Dollars
($221,000) (the "Principal"), together with interest on the Principal at the
rate of 6.22% per year (calculated on the basis of a year of 365 days). Payments
will be allocated first to accrued and unpaid interest and then to the
Principal. Accrued interest shall be due and payable annually on the 1st of
August of each year. The entire Principal unpaid balance and all accrued but
unpaid interest thereto shall be due and payable on August 1, 2015.
2. This Note has been delivered in connection with the Purchaser's
purchase of 250,000 shares of Common Stock of Grill Concepts, Inc., a Delaware
corporation from the Trust, pursuant to that certain Purchase and Sale Agreement
(the "Purchase and Sale Agreement") of even date herewith, by and between the
Purchaser and the Trust, and this Note is the promissory note referred to in
Sections 3.2 and 3.3 of the Purchase and Sale Agreement.
3. In the event of (i) Purchaser's default in the payment of all
accrued but unpaid interest when due pursuant to the terms hereof, or (ii) the
breach of any representation, warranty, covenant or agreement of the Purchaser
contained in this Note or the Purchase and Sale Agreement, the Trust shall have
the option, after first providing to Purchaser five (5) business days' written
notice of a payment default, and Purchaser's failure to remedy or cure such
default in such time period, to declare the entire Principal balance of this
Note, together with all accrued and unpaid interest, to be immediately due and
payable.
4. This Note is a recourse note.
5. If an action is instituted for collection of this Note, the
Purchaser agrees to pay court costs and reasonable attorneys' fees incurred by
the Trust.
6. This Note may be amended or modified, and provisions hereof may be
waived, only by the written agreement of the Purchaser and the Trust. No delay
or failure by the Trust in exercising any right, power or remedy hereunder shall
operate as a waiver of such right, power or remedy, and a waiver of any right,
power or remedy on any one occasion shall not operate as a bar or waiver of any
such right, power or remedy on any other occasion. Without limiting the
generality of the foregoing, the delay or failure by the Trust for any period of
time to enforce collection of any
1
<PAGE>
amounts due hereunder shall not be deemed to be a waiver of any rights of the
Trust under contract or under law. The rights of the Trust under this Note are
in addition to any other rights and remedies which the Trust may have.
7. The Principal and all accrued but unpaid interest may be prepaid
without penalty, in whole or in part, at any time. All amounts payable hereunder
shall be payable in lawful money of the United States of America.
8. THIS NOTE AND ALL RELATED DOCUMENTATION ARE EXECUTED VOLUNTARILY AND
WITHOUT ANY DURESS OR UNDUE INFLUENCE ON THE PART OR BEHALF OF THE PARTIES
HERETO. THE PARTIES ACKNOWLEDGE THAT: (a) THEY HAVE READ SUCH DOCUMENTATION; (b)
THEY HAVE BEEN REPRESENTED IN THE PREPARATION, NEGOTIATION AND EXECUTION OF SUCH
DOCUMENTATION BY LEGAL COUNSEL OF THEIR OWN CHOICE OR THAT THEY HAVE VOLUNTARILY
DECLINED TO SEEK SUCH COUNSEL; (c) THEY UNDERSTAND THE TERMS AND CONSEQUENCES OF
THIS NOTE AND ALL RELATED DOCUMENTATION AND THE OBLIGATIONS THEY CREATE; AND (d)
THEY ARE FULLY AWARE OF THE LEGAL AND BINDING EFFECT OF THIS NOTE.
9. Purchaser hereby waives diligence, presentment, protest and demand
and also notice of protest, demand, nonpayment and dishonor of this Note, waives
the right to assert any statute of limitations defense in respect of this Note,
and agrees that it shall have no right of offset, recoupment, counterclaim or
deduction with respect to any amount owing hereunder with regard to any claim
Purchaser may assert against the Trust, all of which rights Purchaser hereby
expressly waives.
10. THIS NOTE IS SUBJECT TO SECTION 2966 OF THE CALIFORNIA CIVIL CODE,
WHICH PROVIDES THAT THE TRUST SHALL GIVE WRITTEN NOTICE TO THE PURCHASER, OR ITS
SUCCESSOR-IN-INTEREST, OF PRESCRIBED INFORMATION AT LEAST 90 AND NOT MORE THAN
150 DAYS BEFORE ANY BALLOON PAYMENT IS DUE.
11. This Note shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the laws of the State of
California.
IN WITNESS WHEREOF, the undersigned executes this Note as of the date
first written above.
/s/ KEITH M. WOLFF
---------------------------------
Keith M. Wolff, Trustee of
The Keith M. Wolff 2000
Irrevocable Trust
2
