THE
MARCUS ENTITIES FOR THE AMOUNT OF THE CREDIT BUYER RECEIVED AT CLOSING THAT WAS
ATTRIBUTABLE TO THE SEVERANCE PAYMENT TO WHICH SUCH EMPLOYEE WOULD OTHERWISE
HAVE BEEN ENTITLED.
BUYER SHALL OBTAIN A RELEASE FROM EACH EMPLOYEE SET FORTH
ON APPENDIX A IN ACCORDANCE WITH THE LETTER AGREEMENTS ENTERED INTO WITH EACH
SUCH EMPLOYEE, RESPECTIVELY.
BUYER SHALL PROMPTLY REIMBURSE THE MARCUS ENTITIES
FOR FIFTY PERCENT (50%) OF THE OUT-OF-POCKET FEES AND EXPENSES ASSOCIATED WITH
PROVIDING OUTPLACEMENT SERVICES TO THE EMPLOYEES SET FORTH ON APPENDIX A.
(B)
THE PARTIES HEREBY AGREE THAT NOTWITHSTANDING ANY PROVISIONS OF
THE ASSET PURCHASE AGREEMENT TO THE CONTRARY, INCLUDING, WITHOUT LIMITATION,
SECTION 6.1(C), BUYER WILL NOT CARRY-OVER AND RECOGNIZE ANY UNUSED VACATION FOR
THE AFFECTED EMPLOYEES SET FORTH ON APPENDIX A, AND ANY CREDIT RECEIVED BY BUYER
PURSUANT TO SECTION 6.1(C) OF THE ASSET PURCHASE AGREEMENT SHALL NOT INCLUDE ANY
AMOUNTS ATTRIBUTABLE TO SUCH AFFECTED EMPLOYEES.
(C)
THE MARCUS ENTITIES HEREBY AGREE THAT THE AFFECTED EMPLOYEES WHO
WERE LOCATED AT MARCUS' CORPORATE HEADQUARTERS IN MILWAUKEE, WISCONSIN
IMMEDIATELY PRIOR TO THE CLOSING SHALL BE ENTITLED TO CONTINUE TO USE SUCH
LOCATION FROM AND AFTER THE CLOSING THROUGH AND INCLUDING SEPTEMBER 13, 2004,
SOLELY FOR PURPOSES OF SUCH AFFECTED EMPLOYEES' EMPLOYMENT WITH BUYER AND THE
TRANSITION OF PERSONAL PROPERTY AND MARCUS RECORDS AND FILES FROM THE MARCUS
ENTITIES TO BUYER AS AND TO THE EXTENT CONTEMPLATED BY THE ASSET PURCHASE
AGREEMENT.
SUCH ACCESS WILL GENERALLY BE CONSISTENT WITH THEIR PRIOR USE
THEREOF WHILE EMPLOYED BY THE MARCUS ENTITIES, SUBJECT TO THE MARCUS ENTITIES
AND THEIR AFFILIATES TAKING REASONABLE STEPS TO ADDRESS THEIR REASONABLE
CONFIDENTIALITY AND SIMILAR CONCERNS.
10.
SUBDIVISION PROPERTIES.
THE MARCUS ENTITIES ACKNOWLEDGE THAT
BUYER HAS NOT APPROVED THE BOUNDARIES OF ANY BUYER'S SUBDIVISION PARCEL OR ANY
RETAINED SUBDIVISION PARCEL, AND THAT THE ATTACHMENT TO EACH APPLICABLE LEASE OF
A DRAFT SUBDIVISION PLAN OR OTHER DRAWING OR DESCRIPTION OF THE REAL PROPERTY
THAT IS SUBJECT TO SUCH LEASE IS PRELIMINARY ONLY, AND SHALL NOT OPERATE TO
ESTOP OR OTHERWISE LIMIT BUYER'S RIGHT TO COMMENT ON AND APPROVE THE BOUNDARIES
OF BUYER'S SUBDIVISION PARCEL AND RETAINED SUBDIVISION PARCEL PURSUANT TO
SECTION 7.14(A).
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11.
GIFT CERTIFICATES.
(A)
SECTION 12.3(A)(VI) IS HEREBY AMENDED BY DELETING CLAUSE (III)
CONTAINED THEREIN IN ITS ENTIRETY AND THE WORD "AND" PRECEDING SUCH CLAUSE
(III).
(B)
THE FOLLOWING SHALL BE ADDED TO THE ASSET PURCHASE AGREEMENT AS
SECTION 14.17:
"14.17
Gift Certificates.
The Marcus Entities shall reimburse Buyer within
twenty (20) days after Buyer delivers to the Marcus Entities evidence, including
the applicable guest folio and physical coupon or gift certificate, that any of
the following items that are outstanding as of Closing have been presented to
and accepted for use by Buyer in accordance with the terms thereof:
physical
coupons related to the "110% Satisfaction" program, physical gift certificates,
or physical coupons, physical sweepstakes awards given out pre-Closing, or
similar physical items issued for any exchange and use of any facilities at the
Properties, including, without limitation, rooms, and any commitments made