Exhibit 10.14
FIRST AMENDMENT TO
LOAN & SECURITIZATION AGREEMENT
This FIRST AMENDMENT TO LOAN & SECURITIZATION AGREEMENT (the "FIRST
AMENDMENT") is dated entered into and made effective as of the 31st day of
August, 2010, by and between BOSTON PIZZA RESTAURANTS (USA), INC., a Delaware
corporation (the "LENDER"), and GLOBAL ENTERTAINMENT CORPORATION, a Nevada
corporation (the "BORROWER").
RECITALS
WHEREAS, the parties previously entered into that certain Loan &
Securitization Agreement dated June 8, 2010 (the "LOAN AGREEMENT"); and
WHEREAS, the parties now desire to amend the Loan Agreement as provided in
this First Amendment.
NOW THEREFORE, in consideration of the terms, conditions and covenants
contained in this First Amendment, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree to amend the Loan Agreement as follows:
COVENANTS
1. Capitalized terms not defined herein shall have the meanings attributed to
such terms in the Loan Agreement. References to section headings herein shall
refer to the section headings contained in the Loan Agreement.
2. Section 1.1 of the Loan Agreement is amended to read in its entirety as
follows:
"General. Subject to the terms of this Agreement, the Lender hereby
establishes a credit facility in favor of the Borrower (the "Credit
Facility") under which the Lender will extend credit to the Borrower from
time to time until August 31, 2011 (the "Credit Termination Date"), by way
of Loans pursuant to Section 1.2 hereof. Each extension of credit shall be
in such amount as the Borrower may request, but shall not be less than an
amount equal to $30,000 per request. The aggregate principal amount of the
Credit Facility established herein is $500,000 (the "Commitment"). In
consideration for Lender making the Loans described herein, the Borrower's
cumulative outstanding balance shall not exceed at any one time an amount
equal to one hundred percent (100%) of the Borrower's and any of its
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subsidiaries' collectable accounts receivable. The Borrower may obtain
credit, repay without penalty and obtain further credit as provided for
under this Agreement, from the date hereof until the Credit Termination
Date."
3. Section 1.2 of the Loan Agreement is amended to read in its entirety as
follows:
"Drawings. The Borrower may draw on the Commitment in the following manner:
By submitting a written "Notice of Borrowing" request to Lender, in the
form attached hereto as Exhibit A, the terms of which are incorporated by
reference herein, for a cash advance (each such cash advance herein
referred to as a "Loan," or collectively as "Loans"), in a minimum amount
of $30,000 per Loan. Borrower may request a maximum of two (2) Loans in any
one calendar month prior to or on June 30, 2011. No Loans to Borrower shall
be made by Lender after June 30, 2011 ("Final Loan Date")."
4. In Section 1.7 of the Loan Agreement, the phrase "Amended & Restated" is
inserted immediately before the term "Master Note".
[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY.]
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5. Exhibit B of the Loan Agreement is amended to read in its entirety as
follows:
"EXHIBIT B
AMENDED & RESTATED MASTER NOTE
$500,000
Phoenix, Arizona
, 2010
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Global Entertainment Corporation (the "Borrower") hereto previously executed
that certain Master Note dated June 8, 2010, in favor of Boston Pizza
Restaurants (USA), Inc. (the "Lender"). The Borrower and the Lender wish to
amend and restate that Master Note as follows:
The Borrower promises to pay to the order of the Lender), the principal amount
of $500,000 or so much thereof as shall have been disbursed by the Lender and
may remain outstanding, together with interest on outstanding balances of
principal in accordance with and under the terms of that certain Loan &
Securitization Agreement dated June 8, 2010 (as amended by that certain First
Amendment to Loan & Securitization Agreement of even date), between Lender and
Borrower, relating to the Credit Facility therein described.
GLOBAL ENTERTAINMENT CORPORATION
By:
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Title: "
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6. Except as otherwise provided herein, the Loan Agreement is hereby ratified
and affirmed and remains in full force and effect. To the extent that the terms
of this First Amendment conflict or alter the terms of the Loan Agreement, the
terms of this First Amendment shall govern and control.
7. This First Amendment may be executed in counterparts, each of which is deemed
an original, but all of which constitute one and the same instrument. Signatures
by facsimile shall have the same binding effect as an original signature.
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IN WITNESS WHEREOF, the parties hereto have executed this First Amendment
as of the day and year first set forth above.
BOSTON PIZZA RESTAURANTS GLOBAL ENTERTAINMENT
(USA), INC. CORPORATION
a Delaware corporation a Nevada corporation
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By: /s/ Xxxx Xxxx By: /s/ Xxxx Xxxxxxxx
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Its: Chief Financial Officer Its: President & Chief Executive Officer
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