Exhibit 4.2 MERITAGE HOSPITALITY GROUP INC. SUBSCRIPTION AGREEMENT ---------------------- Agreement entered into this ____ day of ________, 19__, between Meritage Hospitality Group Inc. and the undersigned Investor. 1. GENERAL. This Agreement sets...Subscription Agreement • February 28th, 1997 • Meritage Hospitality Group Inc /Mi/ • Hotels & motels • Michigan
Contract Type FiledFebruary 28th, 1997 Company Industry Jurisdiction
BY AND BETWEENLoan and Security Agreement • July 14th, 1999 • Meritage Hospitality Group Inc /Mi/ • Hotels & motels • Illinois
Contract Type FiledJuly 14th, 1999 Company Industry Jurisdiction
EXHIBIT 10.30 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this "AGREEMENT") is made this 9th day of December, 2003, between Meritage Hospitality Group, Inc., a Michigan corporation ("SELLER"), whose address is 1971 East Beltline...Purchase and Sale Agreement • February 27th, 2004 • Meritage Hospitality Group Inc • Retail-eating places • Michigan
Contract Type FiledFebruary 27th, 2004 Company Industry Jurisdiction
LOAN AGREEMENT AMONG MERITAGE HOSPITALITY GROUP INC. ST. CLAIR INN, INC. GRAND HARBOR RESORT INC. THOMAS EDISON INN, INCORPORATED, MHG FOOD SERVICE INC. GRAND HARBOR YACHT CLUB INC., AS OBLIGORS AND GREAT AMERICAN LIFE INSURANCE COMPANY, AS LENDERLoan Agreement • February 28th, 1997 • Meritage Hospitality Group Inc /Mi/ • Hotels & motels • Ohio
Contract Type FiledFebruary 28th, 1997 Company Industry Jurisdiction
EXHIBIT 10.31 WARRANT AGREEMENT MERITAGE HOSPITALITY GROUP INC. (the "Company"), and LASALLE BANK, National Association (the "Warrant Agent"), agree as follows: 1. Purpose. The Company proposes to issue 208,333 Class A Warrants (the "Class A...Warrant Agreement • February 27th, 2004 • Meritage Hospitality Group Inc • Retail-eating places • Michigan
Contract Type FiledFebruary 27th, 2004 Company Industry Jurisdiction
Loan No. ______ ______, Michigan PROMISSORY NOTE ---------------Promissory Note • October 14th, 1998 • Meritage Hospitality Group Inc /Mi/ • Hotels & motels • Michigan
Contract Type FiledOctober 14th, 1998 Company Industry Jurisdiction
AGREEMENT ---------Agreement • October 14th, 1998 • Meritage Hospitality Group Inc /Mi/ • Hotels & motels • Michigan
Contract Type FiledOctober 14th, 1998 Company Industry Jurisdiction
WAIVER, THIRD AMENDMENT AND --------------------------- MODIFICATION AGREEMENT ----------------------Modification Agreement • October 14th, 1998 • Meritage Hospitality Group Inc /Mi/ • Hotels & motels
Contract Type FiledOctober 14th, 1998 Company Industry
ARTICLE 1.Loan Agreement • February 29th, 1996 • Edison Thomas Inns Inc • Hotels & motels • Ohio
Contract Type FiledFebruary 29th, 1996 Company Industry Jurisdiction
Exhibit 10.18 BUSINESS LOAN AGREEMENT THIS BUSINESS LOAN AGREEMENT ("Loan Agreement") is made on December 18, 2003, by and between MERITAGE HOSPITALITY GROUP INC. ("Borrower"), a corporation organized under the laws of the State of Michigan, whose...Business Loan Agreement • February 27th, 2004 • Meritage Hospitality Group Inc • Retail-eating places • Michigan
Contract Type FiledFebruary 27th, 2004 Company Industry Jurisdiction
EXHIBIT 10.24 [O'CHARLEY'S INC. LOGO] O'CHARLEY'S INC. DEVELOPMENT AGREEMENTDevelopment Agreement • February 27th, 2004 • Meritage Hospitality Group Inc • Retail-eating places
Contract Type FiledFebruary 27th, 2004 Company Industry
RECITALS --------Indemnification Agreement • July 14th, 1999 • Meritage Hospitality Group Inc /Mi/ • Hotels & motels • Michigan
Contract Type FiledJuly 14th, 1999 Company Industry Jurisdiction
EXHIBIT 10.25 [O'CHARLEY'S INC. LOGO] O'CHARLEY'S INC. OPERATING AGREEMENTOperating Agreement • February 27th, 2004 • Meritage Hospitality Group Inc • Retail-eating places • Tennessee
Contract Type FiledFebruary 27th, 2004 Company Industry Jurisdiction
Exhbit 10.19 SECURITY AGREEMENT THIS AGREEMENT ("Agreement") is made on December 18, 2003, by and between the Grantor, as herein defined, and Standard Federal Bank N.A., a national banking association ("Bank"), whose address is 2600 West Big Beaver...Security Agreement • February 27th, 2004 • Meritage Hospitality Group Inc • Retail-eating places • Michigan
Contract Type FiledFebruary 27th, 2004 Company Industry Jurisdiction
1 Exhibit 10.23 AGREEMENT AND CONSENT --------------------- This AGREEMENT AND CONSENT (hereinafter the "Consent") is made in Dublin, Ohio, as of the date set forth below, by and among WENDY'S INTERNATIONAL, INC., an Ohio corporation (hereinafter...Franchise Agreement • February 26th, 1999 • Meritage Hospitality Group Inc /Mi/ • Hotels & motels
Contract Type FiledFebruary 26th, 1999 Company Industry
4. Amendment to $5,250,000 Note. Effective as of the date hereof, the third paragraph of the Promissory Note relating to the Five Million Two Hundred Fifty Thousand and 00/100 Dollars ($5,250,000.00) Loan is hereby amended and restated, in its...Loan Agreement • November 12th, 1997 • Meritage Hospitality Group Inc /Mi/ • Hotels & motels
Contract Type FiledNovember 12th, 1997 Company Industry
Loan Nos. _____________ All located in Michigan SECURITY AGREEMENT ------------------ THIS SECURITY AGREEMENT ("Agreement") is made as of the _____ day of ________________________, 1998, by WM LIMITED PARTNERSHIP - 1998 D/B/A WENDY'S OF MICHIGAN, a...Security Agreement • October 14th, 1998 • Meritage Hospitality Group Inc /Mi/ • Hotels & motels • Michigan
Contract Type FiledOctober 14th, 1998 Company Industry Jurisdiction
Loan No. ________ ________ Michigan CONSTRUCTION LOAN AGREEMENT --------------------------- THIS CONSTRUCTION LOAN AGREEMENT ("Agreement") is made this _____ day of _____________, 1998, between WM LIMITED PARTNERSHIP - 1998 D/B/A WENDY'S OF MICHIGAN,...Construction Loan Agreement • October 14th, 1998 • Meritage Hospitality Group Inc /Mi/ • Hotels & motels • Michigan
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MORTGAGE --------Mortgage • October 14th, 1998 • Meritage Hospitality Group Inc /Mi/ • Hotels & motels • Michigan
Contract Type FiledOctober 14th, 1998 Company Industry Jurisdiction
EXHIBIT 10.29 FIRST AMENDMENT TO STOCK REDEMPTION AGREEMENT This is the First Amendment to the Stock Redemption Agreement dated September 10, 2003, by and among MERITAGE HOSPITALITY GROUP INC., a Michigan corporation whose address is 1971 East...Stock Redemption Agreement • February 27th, 2004 • Meritage Hospitality Group Inc • Retail-eating places
Contract Type FiledFebruary 27th, 2004 Company Industry
CONSENT AGREEMENT ----------------- This CONSENT AGREEMENT (hereinafter the "CONSENT AGREEMENT") is made in Dublin, Ohio, as of the date set forth below, by and among WENDY'S INTERNATIONAL, INC., an Ohio corporation (hereinafter "WENDY'S"); WENDY'S OF...Consent Agreement • July 15th, 1997 • Meritage Hospitality Group Inc /Mi/ • Hotels & motels • Ohio
Contract Type FiledJuly 15th, 1997 Company Industry Jurisdiction
MORTGAGE NOTEMortgage Note • June 18th, 1998 • Meritage Hospitality Group Inc /Mi/ • Hotels & motels
Contract Type FiledJune 18th, 1998 Company Industry
MORTGAGEMortgage • July 14th, 1999 • Meritage Hospitality Group Inc /Mi/ • Hotels & motels
Contract Type FiledJuly 14th, 1999 Company Industry
RECITALSIndemnification Agreement • February 27th, 2002 • Meritage Hospitality Group Inc /Mi/ • Retail-eating places • Michigan
Contract Type FiledFebruary 27th, 2002 Company Industry Jurisdiction
1 Exhibit 10.22 LEASEHOLD MORTGAGE ------------------Leasehold Mortgage • October 14th, 1998 • Meritage Hospitality Group Inc /Mi/ • Hotels & motels • Michigan
Contract Type FiledOctober 14th, 1998 Company Industry Jurisdiction
WITNESSETHLoan Agreement • July 15th, 1997 • Meritage Hospitality Group Inc /Mi/ • Hotels & motels
Contract Type FiledJuly 15th, 1997 Company Industry
GUARANTY --------Guaranty • July 14th, 1999 • Meritage Hospitality Group Inc /Mi/ • Hotels & motels • Illinois
Contract Type FiledJuly 14th, 1999 Company Industry Jurisdiction
Exhibit 10.11 OFFICER INDEMNIFICATION AGREEMENT --------------------------------- This Agreement is made this_____day of_______, 19___ by MERITAGE HOSPITALITY GROUP INC., a Michigan corporation (the "Company"), and (name) , the (title) of the Company...Officer Indemnification Agreement • February 27th, 1998 • Meritage Hospitality Group Inc /Mi/ • Hotels & motels • Michigan
Contract Type FiledFebruary 27th, 1998 Company Industry Jurisdiction
BY AND BETWEENLine of Credit, Term Loan and Security Agreement • October 11th, 2000 • Meritage Hospitality Group Inc /Mi/ • Retail-eating places • Illinois
Contract Type FiledOctober 11th, 2000 Company Industry Jurisdiction
Exhibit 10.16 AGREEMENT AND CONSENT --------------------- This AGREEMENT AND CONSENT (hereinafter the "CONSENT") is made in Dublin, Ohio, as of the date set forth below, by and among WENDY'S INTERNATIONAL, INC., an Ohio corporation (hereinafter...Agreement and Consent • October 14th, 1998 • Meritage Hospitality Group Inc /Mi/ • Hotels & motels
Contract Type FiledOctober 14th, 1998 Company Industry
PROMISSORY NOTE (CONTINUED)Promissory Note • February 24th, 2006 • Meritage Hospitality Group Inc • Retail-eating places
Contract Type FiledFebruary 24th, 2006 Company Industry
1 QUALIFIED RETIREMENT PLAN AND TRUST ====================================================================== Basic Plan Document 2 TABLE OF CONTENTSQualified Retirement Plan and Trust • July 15th, 1997 • Meritage Hospitality Group Inc /Mi/ • Hotels & motels
Contract Type FiledJuly 15th, 1997 Company Industry
CONSTRUCTION LOAN AGREEMENT (CONTINUED)Construction Loan Agreement • February 24th, 2006 • Meritage Hospitality Group Inc • Retail-eating places • Michigan
Contract Type FiledFebruary 24th, 2006 Company Industry Jurisdiction
EXHIBIT 99 STOCK PURCHASE AND SALE AGREEMENT This Agreement is made on September ___, 1995, by and among MERITAGE HOSPITALITY GROUP INCORPORATED, a Florida corporation ("Meritage"), THOMAS EDISON INNS, INC., a Michigan corporation (the "Company"),...Stock Purchase and Sale Agreement • October 4th, 1995 • Edison Thomas Inns Inc • Hotels & motels • Michigan
Contract Type FiledOctober 4th, 1995 Company Industry Jurisdiction
PASS-THROUGH AGREEMENTPass-Through Agreement • September 30th, 2004 • Meritage Hospitality Group Inc • Retail-eating places • Michigan
Contract Type FiledSeptember 30th, 2004 Company Industry JurisdictionThis Pass-Through Agreement (this “Agreement”) is made this 19th day of August, 2004, between Meritage Hospitality Group Inc., a Michigan corporation, whose address is 1971 East Beltline Ave., N.E., Suite 200, Grand Rapids, Michigan, 49525 (“Meritage”), and Robert E. Schermer, Jr., a Michigan resident, whose address is 475 Golf Road, S.E., Grand Rapids, Michigan 49546 (“Schermer”).