CONSENT AND FORBEARANCE AGREEMENT
Exhibit 10.1
CONSENT AND FORBEARANCE AGREEMENT
March 31, 2020
000 Xxxxx Xxxx., #000
Xxxxxxxx, Xxxxxxxx 00000
Re: Credit Agreement, dated as of September 8, 2016 (as amended, modified, extended, restated, replaced, or supplemented in writing from time to time, the “Credit Agreement”), by and among Good Times Restaurants Inc., a Nevada corporation (the “Borrower”), the Guarantors, the Lenders from time to time party thereto and Cadence Bank, National Association, as administrative agent (the “Administrative Agent”).
Ladies and Gentlemen:
“Consent” means this Consent and Forbearance Agreement.
“Forbearance Period” means the period from the date hereof to (but excluding) the earliest date that a Forbearance Termination Event occurs.
“Forbearance Termination Event” means the earliest of the following to occur: (a) any Default or Event of Default other than the Potential Events of Default, (b) the breach by the Borrower or any Guarantor of any covenant or provisions of this Consent and (c) 11:59 p.m. (Eastern time) on June 30, 2020.
(a) The Borrower acknowledges and agrees that, pursuant to Section 2.06 of the Credit Agreement, the Borrower is required to pay to the Administrative Agent, for the benefit of the Lenders, certain payments of principal on the Loans as set forth therein. The Borrower has requested permission from the Administrative Agent and the Lenders to defer the principal payment on the Loans due on March 31, 2020 until the Maturity Date (the “Payment Deferral”).
(b) The Administrative Agent and the Lenders hereby consent to the Payment Deferral. Notwithstanding anything to the contrary contained in Section 2.05(d) or Section 2.06 of the Credit Agreement, it is acknowledged and agreed that the Commitments shall not be reduced by the amount of the payment on the Loans otherwise required to be made on March 31, 2020. For the avoidance of doubt, nothing contained in this Consent shall limit, postpone or otherwise impact any other payments under the Credit Agreement and the other Loan Documents (including, without limitation, the payment of interest and fees by the Borrower to Administrative Agent as set forth in the Credit Agreement).
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(a) Subject to the terms and conditions set forth herein, the Administrative Agent and the Lenders shall, during the Forbearance Period, forbear from exercising any and all of the rights and remedies available to them under the Loan Documents and applicable laws (including the implementation of the Default Rate in accordance with Section 2.07(b) of the Credit Agreement), but only to the extent that such rights and remedies arise exclusively as a result of the existence of the Potential Events of Default; provided, however, that the Administrative Agent and the Lenders shall be free to exercise any or all of their rights and remedies arising on account of the Potential Events of Default at any time upon or after the occurrence of a Forbearance Termination Event.
(b) Nothing set forth herein or contemplated hereby is intended to constitute an agreement by the Administrative Agent or any Lender to forbear from exercising any of the rights or remedies available to the Administrative Agent and the Lenders under the Loan Documents or applicable laws (all of which rights and remedies are hereby expressly reserved by the Administrative Agent and the Lenders) upon or after the occurrence of a Forbearance Termination Event.
(c) Notwithstanding anything to the contrary contained in the Credit Agreement, during the Forbearance Period, the Borrower shall be permitted to exercise the continuation and conversion options set forth in Section 2.02 of the Credit Agreement, in each case subject to the requirements set forth in the Credit Agreement (other than any requirement or representation in the Credit Agreement relating solely to the occurrence and continuance of the Potential Events of Default).
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(a) The Borrower and the other Loan Parties hereby certify that (i) this Consent is being entered into as a result of the effects of the national emergency related to COVID-19 pandemic and (ii) as of December 31, 2019, the Borrower was not more than 30 days past due on all payment obligations under the Credit Agreement and the other Loan Documents (including, for the avoidance of doubt, payments of interest, principal and fees required thereunder).
(b) At least three (3) Business Days before the Borrower or any Guarantor applies to any Governmental Authority for the provision of monetary aid or other relief (in the form of a loan, grant or otherwise) from such Governmental Authority due to the adverse impact of COVID-19, the Borrower shall deliver a true and complete copy of such application, together with all supporting materials, to the Administrative Agent. The Borrower and the Guarantors shall not apply, disburse or distribute any funds received from any Governmental Authority in respect of such aid or other relief other than as permitted by applicable law under which such funds were provided and otherwise permitted by the Credit Agreement without the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders).
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[Signature pages to follow]
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Very truly yours, | |||
ADMINISTRATIVE AGENT: | : | CADENCE BANK, NATIONAL ASSOCIATION | |
By: | |||
Name: Xxxxxxx X. Xxxx III | |||
Title: Senior Vice President |
LENDERS: | CADENCE BANK, NATIONAL ASSOCIATION | ||
as a Lender | |||
By: | |||
Name: Xxxxxxx X. Xxxx III | |||
Title: Senior Vice President |
CONSENT AND FORBEARANCE AGREEMENT
Accepted and agreed as of the date first above written:
BORROWER: | GOOD TIMES RESTAURANTS INC., | |
a Nevada corporation | ||
By: | ||
Name: Xxxx X. Xxxx | ||
Title: Chief Executive Officer |
GUARANTORS: | GOOD TIMES DRIVE THRU INC., | |
a Colorado corporation | ||
By: | ||
Name: Xxxx X. Xxxx | ||
Title: Chief Executive Officer |
BD OF COLORADO LLC, | |||
a Colorado limited liability company | |||
By: GOOD TIMES RESTAURANTS INC., | |||
a Nevada corporation, its manager | |||
By: | |||
Name: Xxxx X. Xxxx | |||
Title: Chief Executive Officer |
CONSENT AND FORBEARANCE AGREEMENT
BAD DADDY’S FRANCHISE DEVELOPMENT, LLC, | ||||
a North Carolina limited liability company | ||||
By: BAD DADDY’S INTERNATIONAL, LLC, | ||||
a North Carolina limited liability company, its member | ||||
By: GOOD TIMES RESTAURANTS INC., | ||||
a Nevada corporation, its sole member | ||||
By: | ||||
Name: Xxxx X. Xxxx | ||||
Title: Chief Executive Officer |
By: GOOD TIMES RESTAURANTS INC., | |||
a Nevada corporation, its member | |||
By: | |||
Name: Xxxx X. Xxxx | |||
Title: Chief Executive Officer |
BAD DADDY’S INTERNATIONAL, LLC, | |||
a North Carolina limited liability company | |||
By: GOOD TIMES RESTAURANTS INC., | |||
a Nevada corporation, its sole member | |||
By: | |||
Name: Xxxx X. Xxxx | |||
Title: Chief Executive Officer |
CONSENT AND FORBEARANCE AGREEMENT
BAD DADDY’S BURGER BAR, LLC, | ||||
a North Carolina limited liability company | ||||
By: BAD DADDY’S INTERNATIONAL, LLC, | ||||
a North Carolina limited liability company, its sole member | ||||
By: GOOD TIMES RESTAURANTS INC., | ||||
a Nevada corporation, its sole member | ||||
By: | ||||
Name: Xxxx X. Xxxx | ||||
Title: Chief Executive Officer | ||||
BAD DADDY’S BURGER BAR OF BALLANTYNE, LLC, | ||||
a North Carolina limited liability company | ||||
By: BAD DADDY’S INTERNATIONAL, LLC, | ||||
a North Carolina limited liability company, its sole member | ||||
By: GOOD TIMES RESTAURANTS INC., | ||||
a Nevada corporation, its sole member | ||||
By: | ||||
Name: Xxxx X. Xxxx | ||||
Title: Chief Executive Officer | ||||
BAD DADDY’S BURGER BAR OF BIRKDALE, LLC, | ||||
a North Carolina limited liability company | ||||
By: BAD DADDY’S INTERNATIONAL, LLC, | ||||
a North Carolina limited liability company, its sole member | ||||
By: GOOD TIMES RESTAURANTS INC., | ||||
a Nevada corporation, its sole member | ||||
By: | ||||
Name: Xxxx X. Xxxx | ||||
Title: Chief Executive Officer |
CONSENT AND FORBEARANCE AGREEMENT
BAD DADDY’S BURGER BAR OF MOORESVILLE, LLC, | ||||
a North Carolina limited liability company | ||||
By: BAD DADDY’S INTERNATIONAL, LLC, | ||||
a North Carolina limited liability company, its sole member | ||||
By: GOOD TIMES RESTAURANTS INC., | ||||
a Nevada corporation, its sole member | ||||
By: | ||||
Name: Xxxx X. Xxxx | ||||
Title: Chief Executive Officer |
CONSENT AND FORBEARANCE AGREEMENT