Amendment No. 1 to Credit Agreement with JPMorgan Chase Bank, N.A. dated April 11, 2022
Exhibit 10.1
AMENDMENT NO. 1 TO CREDIT AGREEMENT, AMENDMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENT, JOINDER AND CONSENT
THIS AMENDMENT NO. 1 TO CREDIT AGREEMENT, AMENDMENT NO. 1 TO PLEDGE AND SECURITY AGREEMENT, JOINDER AND CONSENT (this “Amendment”) is made and entered into as of April 11, 2022, by and among BBQ HOLDINGS, INC., a Minnesota corporation (the “Borrower”), BQ CONCEPTS LLC, an Arizona limited liability company (“BQ Concepts”), Famous Craft Concepts LLC, a Minnesota limited liability company (“Craft Concepts”, and collectively with BQ Concepts, the “New Subsidiaries”, and each a “New Subsidiary”), the other Loan Parties party hereto (collectively with the Borrower and the New Subsidiaries, the “Loan Parties”, and each a “Loan Party”), and JPMORGAN CHASE BANK, N.A., a national banking association (the “Lender”).
RECITALS:
A.The Borrower, certain other Loan Parties, and the Lender are parties to a certain Credit Agreement dated as of November 23, 2021 (as amended from time to time, the “Credit Agreement”). Capitalized terms not otherwise defined in this Amendment shall have the meanings assigned to them in the Credit Agreement.
B.The Borrower has requested that the Lender (i) amend certain provisions of the Credit Agreement and the Security Agreement, (ii) join each New Subsidiary as (A) a “Loan Party” and a “Loan Guarantor” under the Credit Agreement, and (B) a “Grantor” under the Security Agreement, and (iii) consent to the Acquisition contemplated under the Barrio Queen APA (as defined below), and the Lender has agreed to so amend the Credit Agreement and Security Agreement, join each New Subsidiary to the Loan Documents, and consent to such Acquisition, in each case upon the terms and subject to the conditions set forth in this Amendment.
AGREEMENTS:
NOW, THEREFORE, in consideration of the premises herein set forth and for other good and valuable consideration, the nature, receipt and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:
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“4.14Deposit Account Control Agreements. Such Grantor shall (a) within 60 days after the First Amendment Date, cause each of its Deposit Accounts at Choice Bank to be closed, or provide to the Lender a Deposit Account Control Agreement duly executed on behalf of Choice Bank with respect to such Deposit Accounts (including without limitation those Deposit Accounts set forth on Exhibit B), and (b) use commercially reasonable efforts to provide to the Lender upon the Lender’s request, a Deposit Account Control Agreement duly executed on behalf of each other financial institution holding a deposit account of such Grantor as set forth in this Security Agreement.”
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[Signature page follows]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the day and year first above written.
BORROWER:
BBQ HOLDINGS, INC.
By: /s/ Jeffery Crivello
Name: Jeffery Crivello
Title: Chief Executive Officer
BQ CONCEPTS:
BQ CONCEPTS LLC
By: /s/ Jeffery Crivello
Name: Jeffery Crivello
Title: Chief Executive Officer
CRAFT CONCEPTS:
FAMOUS CRAFT CONCEPTS LLC
By: /s/ Jeffery Crivello
Name: Jeffery Crivello
Title: Chief Executive Officer
OTHER LOAN PARTIES:
FAMOUS DAVE’S OF AMERICA, INC.
By: /s/ Jeffery Crivello
Name: Jeffery Crivello
Title: Chief Executive Officer
BBQ VENTURES, INC.
By: /s/ Jeffery Crivello
Name: Jeffery Crivello
Title: Chief Executive Officer
BBQ OKLAHOMA, INC.
By: /s/ Jeffery Crivello
Name: Jeffery Crivello
Title: Chief Executive Officer
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GRANITE CITY, INC.
By: /s/ Jeffery Crivello
Name: Jeffery Crivello
Title: Chief Executive Officer
FAMOUS DAVE’S FRANCHISING, INC.
By: /s/ Jeffery Crivello
Name: Jeffery Crivello
Title: Chief Executive Officer
FAMOUS DAVE’S RIBS OF ARIZONA, LLC
By: /s/ Jeffery Crivello
Name: Jeffery Crivello
Title: Chief Executive Officer
RUB PRODUCTS, LLC
By: /s/ Jeffery Crivello
Name: Jeffery Crivello
Title: Chief Executive Officer
GRANITE CITY BREW WORKS, INC.
By: /s/ Jeffery Crivello
Name: Jeffery Crivello
Title: Chief Executive Officer
D & D OF MINNESOTA, INC.
By: /s/ Jeffery Crivello
Name: Jeffery Crivello
Title: Chief Executive Officer
LAKE & HENNEPIN BBQ AND BLUES, INC.
By: /s/ Jeffery Crivello
Name: Jeffery Crivello
Title: Chief Executive Officer
FAMOUS DAVE’S RIBS, INC.
By: /s/ Jeffery Crivello
Name: Jeffery Crivello
Title: Chief Executive Officer
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FAMOUS DAVES RIBS OF TENNESSEE LLC
By: /s/ Jeffery Crivello
Name: Jeffery Crivello
Title: Chief Executive Officer
GRANITE CITY FOOD & BREWERY, INC.
By: /s/ Jeffery Crivello
Name: Jeffery Crivello
Title: Chief Executive Officer
FAMOUS DAVE’S RIBS-U, INC.
By: /s/ Jeffery Crivello
Name: Jeffery Crivello
Title: Chief Executive Officer
MINWOOD PARTNERS, INC.
By: /s/ Jeffery Crivello
Name: Jeffery Crivello
Title: Chief Executive Officer
COWBOY DAVE’S WOODBURY, LLC
By: /s/ Jeffery Crivello
Name: Jeffery Crivello
Title: Chief Executive Officer
Village Inn Holdings, LLC
By: /s/ Jeffery Crivello
Name: Jeffery Crivello
Title: Chief Executive Officer
SVCC I, LLC
By: /s/ Jeffery Crivello
Name: Jeffery Crivello
Title: Chief Executive Officer
Bakers Square Holdings, LLC
By: /s/ Jeffery Crivello
Name: Jeffery Crivello
Title: Chief Executive Officer
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VI OpCo, LLC
By: /s/ Jeffery Crivello
Name: Jeffery Crivello
Title: Chief Executive Officer
VI BrandCo, LLC
By: /s/ Jeffery Crivello
Name: Jeffery Crivello
Title: Chief Executive Officer
BsQ OpCo, LLC
By: /s/ Jeffery Crivello
Name: Jeffery Crivello
Title: Chief Executive Officer
BsQ BrandCo, LLC
By: /s/ Jeffery Crivello
Name: Jeffery Crivello
Title: Chief Executive Officer
TAHOE JOE’S STEAKHOUSE, LLC
By: /s/ Jeffery Crivello
Name: Jeffery Crivello
Title: Chief Executive Officer
BUFFET BRAND CO LLC
By: /s/ Jeffery Crivello
Name: Jeffery Crivello
Title: Chief Executive Officer
LENDER:
JPMORGAN CHASE BANK, N.A.
By: /s/ Brandon Brauer
Name: Brandon Brauer
Title: Authorized Officer
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