CONFIDENTIAL SEVERANCE AGREEMENT -------------------------------- AND --- RELEASE AND WAIVER OF ALL CLAIMS --------------------------------Severance Agreement • January 16th, 2004 • Max & Ermas Restaurants Inc • Retail-eating places • Ohio
WITNESSETH:Revolving Credit Agreement • January 17th, 2006 • Max & Ermas Restaurants Inc • Retail-eating places • Ohio
EXHIBIT 10(T)Revolving Credit Agreement • January 16th, 2004 • Max & Ermas Restaurants Inc • Retail-eating places
WITNESSETH:Loan and Security Agreement • January 15th, 1999 • Max & Ermas Restaurants Inc • Retail-eating places • Ohio
Security: Blanket lien on assets including restaurant equipment and real estate subject to certain prior liens of MetLife. Fees & Closing Costs: The Borrower will pay a $25,000 closing fee to the Bank plus continue the current quarterly fee equal to...Revolving Credit Agreement • January 14th, 1998 • Max & Ermas Restaurants Inc • Retail-eating places
RECITALSIndependent Contractor Consulting Agreement • July 28th, 2005 • Max & Ermas Restaurants Inc • Retail-eating places • Ohio
1 EXHIBIT 10(a)Revolving Credit Agreement • March 20th, 1996 • Max & Ermas Restaurants Inc • Retail-eating places
EMPLOYMENT AGREEMENT MAX & ERMA’S RESTAURANTS, INC. AND ROBERT A. LINDEMANEmployment Agreement • September 25th, 2007 • Max & Ermas Restaurants Inc • Retail-eating places • Ohio
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered effective this 19th day of September, 2007 (the “Effective Date”), between MAX & ERMA’S RESTAURANTS, INC., a Delaware corporation (the “Company”) and ROBERT A. LINDEMAN (the “Executive”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG MAX & ERMA’S RESTAURANTS, INC., G&R ACQUISITION, INC. AND G&R ACQUISITION SUBSIDIARY, INC. DATED AS OF APRIL 28, 2008Merger Agreement • April 28th, 2008 • Max & Ermas Restaurants Inc • Retail-eating places • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of April 28, 2008, by and among MAX & ERMA’S RESTAURANTS, INC., a Delaware corporation (the “Company”), G&R Acquisition, Inc., a Delaware corporation (the “Acquiror”), and G&R Acquisition Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Acquiror (the “Merger Sub”) (the Merger Sub and the Company sometimes being referred to hereinafter as the “Constituent Corporations”).
SECTION 1Revolving Credit Agreement • May 9th, 2006 • Max & Ermas Restaurants Inc • Retail-eating places • Ohio
SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT AND CONSENTNote Purchase Agreement • April 28th, 2008 • Max & Ermas Restaurants Inc • Retail-eating places • New York
This SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT AND CONSENT (this “Amendment and Consent”) is entered into as of April 28, 2008, by and between Max & Erma’s Restaurants, Inc., a Delaware corporation (the “Borrower”), and FriedbergMilstein Private Capital Fund I (the “Purchaser”).
MAX & ERMA’S RESTAURANTS, INC. SEVERANCE AGREEMENT IN THE EVENT OF CHANGE IN CONTROLSeverance Agreement • June 2nd, 2006 • Max & Ermas Restaurants Inc • Retail-eating places • Ohio
This Agreement is made this 29th day of May, 2006, by and between Robert A. Lindeman (“Executive”) and MAX & ERMA’S RESTAURANTS, INC., a Delaware corporation with its principal office at 4849 Evanswood Drive, Columbus, Ohio, its affiliates, subsidiaries, successors, and assigns (the “Company”).
WAIVER AND CONSENTWaiver and Consent • April 28th, 2008 • Max & Ermas Restaurants Inc • Retail-eating places
This Waiver and Consent is made this 28th day of April 2008, between Max & Erma’s Restaurants, Inc., a Delaware corporation (the “Borrower”) and National City Bank, a national banking association, in its capacity as agent under the Credit Agreement (as defined below) and as the sole lender under the Credit Agreement (National City Bank, in each such capacity, the “Lender”).
EXHIBIT 10Revolving Credit Agreement • June 10th, 1997 • Max & Ermas Restaurants Inc • Retail-eating places
ContractConvertible Promissory Note • November 1st, 2007 • Max & Ermas Restaurants Inc • Retail-eating places
THIS NOTE AND THE SHARES ISSUABLE ON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAW. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NEITHER THIS NOTE NOR ANY SHARES ISSUABLE ON CONVERSION THEREOF MAY BE TRANSFERRED, SOLD OR OFFERED FOR SALE, IN WHOLE OR IN PART, UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT FOR SUCH SECURITY UNDER THE ACT AND QUALIFICATION UNDER ANY APPLICABLE STATE SECURITIES LAW, OR THERE IS AN OPINION OF COUNSEL SATISFACTORY TO BORROWER THAT SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED AS TO SAID TRANSFER, SALE OR OFFER.
MAX & ERMA’S RESTAURANTS, INC. [INCENTIVE/NON-STATUTORY] STOCK OPTION AGREEMENT UNDER THE 2007 STOCK INCENTIVE PLANStock Option Agreement • June 20th, 2007 • Max & Ermas Restaurants Inc • Retail-eating places • Ohio
Max & Erma’s Restaurants, Inc. (the “Company”) hereby grants, effective this ___day of ___, 20___(the “Effective Date”) to (the “Optionee”) an option to purchase shares of its common stock, $.10 par value (the “Option Shares”), at a price of $ per share pursuant to the Company’s 2007 Stock Incentive Plan (the “Plan”), subject to the following:
WAIVER AND CONSENTWaiver and Consent • April 28th, 2008 • Max & Ermas Restaurants Inc • Retail-eating places
This Waiver and Consent is made this 28th day of April 2008, between Max & Erma’s Restaurants, Inc., a Delaware corporation (the “Borrower”), and Donal H. Malenick (the “Noteholder”).
SECTION 1Revolving Credit Agreement • January 15th, 2002 • Max & Ermas Restaurants Inc • Retail-eating places
AMENDMENT NO. 1 TO SIXTH AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT DATED MAY 4, 2006Revolving Credit Agreement • January 25th, 2008 • Max & Ermas Restaurants Inc • Retail-eating places • Ohio
THIS AMENDMENT NO. 1 (“Amendment No. 1”) is dated as of December 14, 2006, between MAX & ERMA’S RESTAURANTS, INC. an Ohio corporation (the “Borrower”) and NATIONAL CITY BANK, an Ohio banking corporation (the “Bank”).
BETWEEN MAX & ERMA'S RESTAURANTS, INC. (AS BORROWER) ANDNote Purchase Agreement • May 9th, 2006 • Max & Ermas Restaurants Inc • Retail-eating places • New York
FORM OF INDEMNIFICATION AGREEMENT MAX & ERMA’S RESTAURANTS, INC.Indemnification Agreement • June 16th, 2006 • Max & Ermas Restaurants Inc • Retail-eating places • Delaware
THIS AGREEMENT is made this ___day of ___, 20___by and between Max & Erma’s Restaurants, Inc., a Delaware corporation (the “Company”) and___, an individual and a director and/or officer of the Company (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 10th, 2007 • Max & Ermas Restaurants Inc • Retail-eating places • Ohio
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered effective this 10th day of September, 2007 (the “Effective Date”), between MAX & ERMA’S RESTAURANTS, INC., a Delaware corporation (the “Company”) and MICHAEL A. NAHKUNST (the “Employee”).
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • November 1st, 2007 • Max & Ermas Restaurants Inc • Retail-eating places • New York
THIS FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT (“Amendment”), is entered into as of the 26th day of October, 2007, is made by and between Max & Erma’s Restaurants, Inc., a Delaware corporation (the “Company”), and the Purchasers party hereto (the “Purchasers”).
FORBEARANCE AGREEMENTForbearance Agreement • November 1st, 2007 • Max & Ermas Restaurants Inc • Retail-eating places • Ohio
THIS FORBEARANCE AGREEMENT (“Agreement”), is entered into as of this 26th day of October, 2007, among is made by and between Max & Erma’s Restaurants, Inc., a Delaware corporation (the “Company”), and National City Bank, individually and as agent (the “Bank”).
September 4, 2007 Mr. William C. Niegsch, Jr. Executive Vice President & CFO Max & Erma’s Restaurants, Inc. 4849 Evanswood Drive Columbus, Ohio 43229 Dear Bill:Revolving Credit Agreement • January 25th, 2008 • Max & Ermas Restaurants Inc • Retail-eating places
As you are aware, Max & Erma’s Restaurants, Inc. (“Max & Erma’s” or the “Company”) is currently in default under the terms and conditions of Section 6.2(b), 6.2(c), an 6.2(h) of the Sixth Amended and Restated Revolving Credit Agreement (“Agreement”) dated May 4, 2006.
RETIREMENT AGREEMENTRetirement Agreement • September 25th, 2007 • Max & Ermas Restaurants Inc • Retail-eating places • Ohio
THIS RETIREMENT AGREEMENT (hereinafter referred to as the “Agreement”) is made this 19th day of September 2007, by and between Max & Erma’s Restaurants, Inc. (the “Company”) and Todd B. Barnum (“Executive”). In consideration of payment to Executive by the Company in the amounts stated below, the parties agree as follows:
