Certificate Regarding Management by Sizzler USA Entities to Heller Financial Leasing, Inc.
Summary
Sizzler USA, Inc., Sizzler USA Restaurants, Inc., and Sizzler USA Real Property, Inc. certify to Heller Financial Leasing, Inc. that no third-party manager currently manages their restaurant properties, and no management agreements exist. The companies agree not to enter into any management contracts without the lender's written consent. If a manager is later approved, any management agreement will be subordinate to the lender’s mortgage and loan rights. This certificate is provided to induce the lender to extend a loan to the Sizzler entities.
EX-10.6 7 0007.txt CERTIFICATE REGARDING MANAGEMENT EXHIBIT 10.6 CERTIFICATE REGARDING MANAGEMENT The undersigned, as of this day _____ of December, 2000, individually, and in the capacity as the _____________ of SIZZLER USA, INC., a Delaware corporation, SIZZLER USA RESTAURANTS, INC., a Delaware corporation, and SIZZLER USA REAL PROPERTY, INC., a Delaware corporation (collectively, the "Borrower"), which Borrower owns and operates Sizzler's Restaurants, as more particularly described on Exhibit A (the "Property"), in order to induce HELLER FINANCIAL LEASING, INC., a Delaware corporation ("Lender"), to extend a loan to the Borrower (the "Loan") evidenced by a note and secured by, among other things, a first priority mortgage encumbering the fee estate and interest of the Borrower in the Property, DOES HEREBY CERTIFY to Lender, its successors and assigns, that no third-party manager (a "Manager") manages or operates the Property and that no written or oral management agreement exists between Borrower and any Manager, nor does Borrower pay any Manager any fee to manage, operate or maintain the Property. No contract, agreement, or other employment relationship exists with any other person or entity to manage, operate or maintain the Property. BORROWER DOES HEREBY FURTHER CERTIFY that on or after the date hereof, Borrower shall not enter into any agreement relating to the management or operation of the Property (a "Management Contract") with any Manager or any other party without the express written consent of Lender, which consent shall not be unreasonably withheld. If Lender at any time hereunder consents to the appointment of a Manager, such Manager and Borrower shall, as a condition of Lender's consent, execute a Consent and Agreement of Manager and an Assignment and Subordination of Management Agreement, which shall provide, and each Manager does hereby agree that: The liens of the Mortgage and the other Loan Documents, and Lender's right to payment under the Note and the other Loan Documents, shall be superior to and have priority over the Management Contract and the other contracts to which the Manager is a party as well as any claim, security interest or right to payment of the Manager arising out of or in any way connected with its services performed under the Management Contract or any of the other contracts to which the Manager is a party. In furtherance of the foregoing, the Manager hereby fully and completely subordinates to the liens of the Mortgage and the other Loan Documents, and to Lender's right to payment under the Note and the other Loan Documents, the following: (a) the Management Contract and the other contracts to which the Manager is a party; (b) any such claim or security interest the Manager may now or hereafter have against the Property and/or the rents, issues, profits and income therefrom; and (c) any right to payment of the Manager arising out of or in any way connected with its services performed under the Management Contract or any of the other contracts to which the Manager is a party. This Certificate is executed and delivered in order to induce Lender to extend the Loan to the Borrower and with the understanding that the statements made herein will be relied upon by Lender and its successors and assigns. IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the day and year first above written. SIZZLER USA, INC., a Delaware corporation By: ______________________________ Name: ________________________ Its: ________________________ SIZZLER USA RESTAURANTS, INC., a Delaware corporation By: ______________________________ Name: ________________________ Its: ________________________ SIZZLER USA REAL PROPERTY, INC., a Delaware corporation By: ______________________________ Name: ________________________ Its: ________________________ 2
