MASTER AMENDMENT TO LEASES
Exhibit 10.9
THIS MASTER AMENDMENT TO LEASES (the “Master Amendment”) entered into effective the 5th day of October, 2009 (the “Execution Date”), by and among GC Omaha Limited Partnership, ▇▇▇▇▇▇ Capital Management, L.L.C., GC Rosedale, L.L.C., ▇▇ ▇▇▇▇▇▇▇ Limited Partnership, GC Olathe Limited Partnership, ▇▇ ▇▇▇▇▇ Limited Partnership, GC Cedar Rapids/▇▇▇▇▇▇▇▇▇ Limited Partnership, GC Des Moines Limited Partnership, GC Holdings Limited Partnership and GC Wichita Limited Partnership (each, a “▇▇▇▇▇▇ Landlord”, collectively, the “▇▇▇▇▇▇ Landlords”), and Granite City Food & Brewery, Ltd. (“GCFB”).
WITNESSETH:
WHEREAS, one of the ▇▇▇▇▇▇ Landlords is the landlord under each lease agreement with GCFB described on the attached Exhibit A for the location indicated on Exhibit A for the applicable lease (the “Leases”), and
WHEREAS, GCFB and DHW Leasing, L.L.C., have entered into a Debt Conversion Agreement and the ▇▇▇▇▇▇ Landlords have agreed in connection therewith to amend the terms of the Leases;
NOW, THEREFORE, in consideration of the above recitals that by this reference are incorporated herein, the mutual covenants and conditions contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties have agreed to amend the Leases as set forth below.
1. Deferred Rent System. For all rent payments due on and after June 1, 2009 under the Leases, the ▇▇▇▇▇▇ Landlords agree to defer each payment of rent once for one month (the “Deferred Rent System”). For example, each rent payment due on October 1, 2009 shall be payable on November 1, 2009.
2. Reduced Rent System For all rent payments due on and after June 1, 2009 under the Leases, the ▇▇▇▇▇▇ Landlords agree to reduce each rent payment by thirty percent (30%) (the “Reduced Rent System”). The total amount of rent reductions granted under this Section 2 shall be payable by GCFB as described in Section 3 below.
3. Duration of Rent Deferrals and Reductions; Repayment. The Deferred Rent System and the Reduced Rent System shall be in effect until the earlier of: (i) the date GCFB closes on aggregate net proceeds to GCFB of at least $2,000,000 from any combination of debt or equity financings (the “Financing Date”) or (ii) the first anniversary of the Execution Date. At the earlier of the Financing Date or the first anniversary of the Execution Date, GCFB shall (i) pay each ▇▇▇▇▇▇ Landlord the total amount of rent reductions and unpaid deferred rent granted in Sections 1 and 2 above by such ▇▇▇▇▇▇ Landlord in one lump sum, without any accrued interest, and (ii) make the rent payments for the remainder of the Leases in the amounts and at the times required by the Leases.
1
4. Defaults. The ▇▇▇▇▇▇ Landlords hereby waive all defaults or events of default under the Leases existing as of the Execution Date.
5. Authority. Each signatory of this Master Amendment represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting. This Master Amendment shall be binding upon and inure to the benefit of each ▇▇▇▇▇▇ Landlord and GCFB and their respective successors, assigns and related entities.
6. Miscellaneous. The parties are also subject to the following miscellaneous provisions: (a) this Master Amendment is governed by and shall be construed in accordance with the laws of the state of Minnesota; (b) captions used in this Master Amendment are for convenience only and are not a part of the agreement; (c) time is of the essence; (d) if any provision of this Master Amendment is invalid or unenforceable to any extent, the remainder of this Master Amendment shall continue in effect and be enforceable to the fullest extent permitted by law; (e) this Master Amendment may be modified only by a writing executed and delivered by all parties; and (f) nothing contained in this Master Amendment shall be deemed or construed to create a partnership or joint venture of or between any ▇▇▇▇▇▇ Landlord and GCFB.
7. Counterparts. This Master Amendment may be executed in any number of counterparts, all of which together shall constitute one and the same instrument, and any party or signatory hereto may execute this Master Amendment by signing any such counterpart. Delivery of a facsimile or digital copy (pdf) of an executed copy of this Master Amendment shall be effective to bind the executing party. Each party so executing this Master Amendment shall promptly deliver an original executed counterpart to the other signatories.
WITH RESPECT TO ANY ACTION OR PROCEEDING ARISING IN CONNECTION WITH THIS MASTER AMENDMENT, EACH PARTY HERETO (I) WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY SUCH ACTION, (II) CONSENTS TO ANY SUCH ACTION BEING VENUED IN ANY FEDERAL COURT OR MINNESOTA STATE COURT SITTING IN MINNEAPOLIS OR ST. ▇▇▇▇, MINNESOTA AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT.
2
IN WITNESS WHEREOF, the ▇▇▇▇▇▇ Landlords and GCFB have executed this Master Amendment as of the day and year first above written.
▇▇▇▇▇▇ LANDLORDS
|
GC Omaha Limited Partnership |
|
▇▇▇▇▇▇ Capital Management, L.L.C. |
||
|
|
|
|
||
|
By: |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. |
|
By: |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. |
|
Name : |
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., Managing Member of ▇▇▇▇▇▇ |
|
Name : |
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. |
|
|
Equity Management, L.L.C. |
|
Its: |
Managing Member |
|
Its: |
General Partner |
|
|
|
|
|
|
|
||
|
GC Rosedale, L.L.C. |
|
▇▇ ▇▇▇▇▇▇▇ Limited Partnership |
||
|
|
|
|
||
|
By: |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. |
|
By: |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. |
|
Name : |
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. |
|
Name : |
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., Managing Member of ▇▇▇▇▇▇ |
|
Its: |
Managing Member |
|
|
Equity Management, L.L.C. |
|
|
|
|
Its: |
General Partner |
|
|
|
|
||
|
GC Olathe Limited Partnership |
|
▇▇ ▇▇▇▇▇ Limited Partnership |
||
|
|
|
|
||
|
By: |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. |
|
By: |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. |
|
Name : |
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., Managing Member of ▇▇▇▇▇▇ Equity Management, L.L.C. |
|
Name : |
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., Managing Member of ▇▇▇▇▇▇ Equity Management, L.L.C. |
|
Its: |
General Partner |
|
Its: |
General Partner |
|
|
|
|
||
|
GC Cedar Rapids/▇▇▇▇▇▇▇▇▇ Limited Partnership |
|
GC Des Moines Limited Partnership |
||
|
|
|
|
||
|
By: |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. |
|
By: |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. |
|
Name : |
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., Managing Member of ▇▇▇▇▇▇ Equity Management, L.L.C. |
|
Name : |
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., Managing Member of ▇▇▇▇▇▇ Equity Management, L.L.C. |
|
Its: |
General Partner |
|
Its: |
General Partner |
|
|
|
|
||
|
GC Holdings Limited Partnership |
|
GC Wichita Limited Partnership |
||
|
|
|
|
||
|
By: |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. |
|
By: |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. |
|
Name : |
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., Managing Member of ▇▇▇▇▇▇ Equity Management, L.L.C. |
|
Name : |
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇., Managing Member of ▇▇▇▇▇▇ Capital Management, L.L.C. |
|
Its: |
General Partner |
|
Its: |
General Partner |
3
|
TENANT |
|
|
|
|
|
|
|
|
|
Granite City Food & Brewery, Ltd. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
|
|
|
Name: |
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ |
|
|
|
Its: |
President and Chief Executive Officer |
|
|
4
EXHIBIT A
List of Leases
|
|
|
Location |
|
Title of Lease |
|
Current Landlord |
|
|
|
|
|
|
|
|
|
1. |
|
Omaha |
|
Sublease Agreement by and between ▇▇▇▇▇▇ Capital Management, L.L.C. and Granite City Food & Brewery Ltd. dated May 17, 2006 (as later amended and assigned). |
|
GC Omaha Limited Partnership |
|
|
|
|
|
|
|
|
|
2. |
|
Madison |
|
Sublease Agreement by and between ▇▇▇▇▇▇ Capital Management, L.L.C. and Granite City Food & Brewery Ltd. dated May 31, 2006 (as later amended and assigned). |
|
▇▇▇▇▇▇ Capital Management, L.L.C. |
|
|
|
|
|
|
|
|
|
3. |
|
Roseville |
|
Sublease Agreement by and between GC Rosedale, L.L.C. and Granite City Food & Brewery Ltd. dated May 11, 2006 (as later amended and assigned). |
|
GC Rosedale, L.L.C. |
|
|
|
|
|
|
|
|
|
4. |
|
Lincoln |
|
Sublease Agreement by and between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. and Granite City Food & Brewery Ltd. dated August 6, 2003 (as later amended and assigned). |
|
▇▇ ▇▇▇▇▇▇▇ Limited Partnership |
|
|
|
|
|
|
|
|
|
5. |
|
Rockford |
|
Sublease Agreement by and between ▇▇▇▇▇▇ Capital Management, L.L.C. and Granite City Food & Brewery Ltd. dated November 9, 2006 (as later amended and assigned). |
|
▇▇▇▇▇▇ Capital Management, L.L.C. |
|
|
|
|
|
|
|
|
|
6. |
|
Creve Coeur |
|
Sublease Agreement by and between ▇▇▇▇▇▇ Capital Management, L.L.C. and Granite City Food & Brewery Ltd. dated June 19, 2007 (as later amended and assigned). |
|
▇▇▇▇▇▇ Capital Management, L.L.C. |
|
|
|
|
|
|
|
|
|
7. |
|
Ft. ▇▇▇▇▇ |
|
Sublease Agreement by and between ▇▇▇▇▇▇ Capital Management, L.L.C. and Granite City Food & Brewery Ltd. dated September 12, 2006 (as later amended and assigned). |
|
▇▇▇▇▇▇ Capital Management, L.L.C. |
|
|
|
|
|
|
|
|
|
8. |
|
Maumee |
|
Sublease Agreement by and between ▇▇▇▇▇▇ Capital Management, L.L.C. and Granite City Food & Brewery Ltd. dated August 7, 2007 (as later amended and assigned). |
|
▇▇▇▇▇▇ Capital Management, L.L.C. |
|
|
|
|
|
|
|
|
|
9. |
|
Mishawaka-South Bend |
|
Sublease Agreement by and between ▇▇▇▇▇▇ Capital Management, L.L.C. and Granite City Food & Brewery Ltd. dated March 17, 2008 (as later amended and assigned). |
|
▇▇▇▇▇▇ Capital Management, L.L.C. |
|
10. |
|
Carmel-Indianapolis |
|
Sublease Agreement by and between ▇▇▇▇▇▇ Capital Management, L.L.C. and Granite City Food & Brewery Ltd. dated March 17, 2008 (as later amended and assigned). |
|
▇▇▇▇▇▇ Capital Management, L.L.C. |
|
|
|
|
|
|
|
|
|
11. |
|
▇▇▇▇▇▇ |
|
Sublease Agreement by and between ▇▇▇▇▇▇ Capital Management, L.L.C. and Granite City Food & Brewery Ltd. dated June 7, 2007 (as later amended and assigned). |
|
▇▇▇▇▇▇ Capital Management, L.L.C. |
|
|
|
|
|
|
|
|
|
12. |
|
Olathe |
|
Lease Agreement by and between ▇▇▇▇▇▇ Capital Management, L.L.C. and Granite City Food & Brewery Ltd. dated June 3, 2005 (as later amended and assigned). |
|
GC Olathe Limited Partnership |
|
|
|
|
|
|
|
|
|
13. |
|
Eagan |
|
Lease Agreement by and between ▇▇▇▇▇▇ Capital Management, L.L.C. and Granite City Food & Brewery Ltd. dated June 1, 2005 (as later amended and assigned). |
|
▇▇ ▇▇▇▇▇ Limited Partnership |
|
|
|
|
|
|
|
|
|
14. |
|
▇▇▇▇▇▇▇▇▇ |
|
Lease Agreement by and between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. and Granite City Food & Brewery Ltd. dated April 3, 2003 (as later amended and assigned). |
|
GC Cedar Rapids/ ▇▇▇▇▇▇▇▇▇ Limited Partnership |
|
|
|
|
|
|
|
|
|
15. |
|
Clive-Des Moines |
|
Lease Agreement by and between ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇. and Granite City Food & Brewery Ltd. dated February 7, 2003 (as later amended and assigned). |
|
GC Des Moines Limited Partnership |
|
|
|
|
|
|
|
|
|
16. |
|
Zona ▇▇▇▇-Kansas City |
|
Lease Agreement by and between ▇▇▇▇▇▇ Capital Management, L.L.C. and Granite City Food & Brewery Ltd. dated March 29, 2005 (as later amended and assigned). |
|
GC Holdings Limited Partnership |
|
|
|
|
|
|
|
|
|
17. |
|
Wichita |
|
Lease Agreement by and between ▇▇▇▇▇▇ Capital Management, L.L.C. and Granite City Food & Brewery Ltd. dated October 22, 2004 (as later amended and assigned). |
|
GC Wichita Limited Partnership |