AMENDMENT NO. 7 TO BRIDGE LOAN AGREEMENT
EXHIBIT 10.1
AMENDMENT NO. 7 TO BRIDGE LOAN AGREEMENT
AMENDMENT NO. 7 TO BRIDGE LOAN AGREEMENT (Amendment), dated effective December 16, 2009, is made by and among Granite City Food & Brewery Ltd. (Granite City), and Granite City Restaurant Operations, Inc. (GCROI) and Harmony Equity Income Fund, L.L.C. and Harmony Equity Income Fund II, L.L.C., each South Dakota limited liability companies.
RECITALS
A. This Amendment amends the Bridge Loan Agreement by and among the foregoing parties dated March 30, 2009 (as amended, the Agreement).
B. All capitalized terms used in this Amendment and not otherwise defined shall have the meanings set forth in the Agreement.
C. The parties hereto desire to amend the Agreement as hereinafter set forth.
For valuable consideration, the parties hereto agree as follows:
1. Amendment to Section 1.1. The definition of Aggregate Loan Commitment in Section 1.1 is hereby amended to change the amount therein to Eight Hundred Thousand Dollars ($800,000.00), from One Million Dollars ($1,000,000.00).
2. Amendment to Maturity Dates of Notes. Section 2.4(a) is hereby amended to read as follows:
(a) Scheduled Payments. The principal amount outstanding under the Loans shall be payable as follows: (i) six installments of Nine Thousand Dollars (9,000.00) each shall be payable on January 1, 2010, and on the first day of each month thereafter including June 1, 2010; (ii) the remaining principal amount outstanding shall be payable in twelve (12) equal monthly installments commencing on January 1, 2011 and on the first day of each month thereafter, with the final installment of any unpaid principal due on December 1, 2011.
Section 2.5(c) of the Agreement is hereby amended to read as follows:
(c) Payments and Computation. Interest accrued hereunder shall be treated as follows: (i) accrued and unpaid interest shall be added to the principal amount outstanding under the Loans on July 1, 2009, October 1, 2009 and January 1, 2010; (ii) accrued interest shall be payable quarterly in arrears on April 1, 2010, October 1, 2010 and January 1, 2011; and (iii) accrued interest shall be payable monthly in arrears commencing on February 1, 2011 and on the first day of each month thereafter; with a final payment of any accrued and unpaid interest due on December 1, 2011 with the final payment of principal. Interest shall be computed on the basis of a 360-day year, actual days elapsed.
Each of the Notes shall be amended to conform to amended Sections 2.4 (a) and 2.5(c), unless converted or prepaid earlier pursuant to the provisions of each Note.
3. Financial Covenants. Section 5.2(a) is amended to replace the Minimum IROP schedule therein with the following:
Period Ending |
| Minimum IROP |
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March 31, 2009 |
| $ | 56,300 |
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April 28, 2009 |
| $ | 59,144 |
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May 26, 2009 |
| $ | 65,794 |
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June 30, 2009 |
| $ | 69,350 |
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July 28, 2009 |
| $ | 72,654 |
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August 25, 2009 |
| $ | 70,301 |
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September 29, 2009 |
| $ | 67,533 |
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October 27, 2009 |
| $ | 51,000 |
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November 24, 2009 |
| $ | 58,000 |
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December 29, 2009 |
| $ | 60,000 |
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January 26, 2010 |
| $ | 53,735 |
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February 23, 2010 |
| $ | 51,733 |
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March 30, 2010 |
| $ | 51,300 |
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April 27, 2010 |
| $ | 54,144 |
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May 25, 2010 |
| $ | 60,794 |
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June 29, 2010 |
| $ | 64,350 |
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July 27, 2010 |
| $ | 67,654 |
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August 31, 2010 |
| $ | 65,301 |
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September 28, 2010 |
| $ | 62,533 |
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October 26, 2010 |
| $ | 59,832 |
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November 30, 2010 |
| $ | 57,537 |
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December 28, 2010 |
| $ | 57,183 |
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January 25, 2011 |
| $ | 53,735 |
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February 27, 2011 |
| $ | 51,733 |
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March 29, 2011 |
| $ | 51,300 |
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April 26, 2011 |
| $ | 54,144 |
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May 24, 2011 |
| $ | 60,794 |
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June 28, 2011 |
| $ | 64,350 |
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July 26, 2011 |
| $ | 67,654 |
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August 23, 2011 |
| $ | 65,301 |
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September 27, 2011 |
| $ | 62,533 |
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October 25, 2011 |
| $ | 59,832 |
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November 22, 2011 |
| $ | 57,537 |
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December 27, 2011 |
| $ | 57,183 |
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Section 5.2(b) is amended to replace the Minimum Consolidated Revenue schedule there in with the following:
Quarter Ending |
| Net Revenue |
| |
December 31, 2009 |
| $ | 19,500,000 |
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March 30, 2010 |
| $ | 18,829,000 |
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June 29, 2010 |
| $ | 19,333,000 |
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September 28, 2010 |
| $ | 18,839,000 |
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December 28, 2010 |
| $ | 18,399,000 |
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March 29, 2011 |
| $ | 18,829,000 |
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June 28, 2011 |
| $ | 19,333,000 |
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September 27, 2011 |
| $ | 18,839,000 |
|
December 27, 2011 |
| $ | 18,399,000 |
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4. No Effect on Remaining Provisions. Except as provided herein, the terms of the Agreement unaffected by the Amendment shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective the date first above written.
BORROWERS: | GRANITE CITY FOOD & BREWERY LTD. | ||
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| By: | /s/ James G. Gilbertson |
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| Name: James G. Gilbertson |
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| Its: Chief Financial Officer |
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| Address for Notices: | |
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| 5402 Parkdale Drive, Suite 101 | |
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| Minneapolis, MN 55416 | |
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| GRANITE CITY RESTAURANT OPERATIONS, INC. | |
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| By: | /s/ James G. Gilbertson |
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| Name: James G. Gilbertson |
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| Its: Chief Financial Officer |
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| Address for Notices: | |
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| 5402 Parkdale Drive, Suite 101 | |
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| Minneapolis, MN 55416 | |
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ADMINISTRATIVE AGENT: | HARMONY EQUITY INCOME FUND, L.L.C. | ||
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| By: | /s/ Eugene E. McGowan |
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| Name: Eugene E. McGowan | |
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| Managing Member | |
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| McGowan Capital Group, LLC | |
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| Managing Member of Harmony Equity Income | |
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| Fund, L.L.C. | |
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| Address for Notices: | |
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| 201 S. Phillips Avenue, Suite 100 | |
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| Sioux Falls, SD 57104 |
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LENDERS: | HARMONY EQUITY INCOME FUND II, L.L.C. | ||
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| By: | /s/ Eugene E. McGowan |
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| Name: Eugene E. McGowan | |
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| Managing Member | |
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| McGowan Capital Group, LLC | |
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| Managing Member of Harmony Equity Income | |
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| Fund II, L.L.C. | |
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| Address for Notices: | |
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| 201 S. Phillips Avenue, Suite 100 | |
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| Sioux Falls, SD 57104 | |
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| HARMONY EQUITY INCOME FUND, L.L.C. | |
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| By: | /s/ Eugene E. McGowan |
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| Name: Eugene E. McGowan | |
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| Managing Member | |
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| McGowan Capital Group, LLC | |
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| Managing Member of Harmony Equity Income | |
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| Fund, L.L.C. | |
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| Address for Notices: | |
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| 201 S. Phillips Avenue, Suite 100 | |
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| Sioux Falls, SD 57104 |
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