EXHIBIT 10.8.2
June 14, 2002
Total Entertainment Restaurant Corp.
0000 X. Xxxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Re: Second Amendment to Loan Agreement
Gentlemen:
This is will confirm our agreement to amend for a second time the Loan
Agreement between us dated September 1, 1998, which was previously amended by
First Amendment to Loan Agreement dated October 30, 2001. The Second Amendment
to Loan Agreement will provide as follows:
Section 2.6 shall be added to the Loan Agreement, and shall provide:
Section 2.6. RENEWALS AND EXTENSIONS. If no Event of Default
has occurred or is continuing, Borrower shall have the option to renew
the Indebtedness outstanding under the Facility Note on its maturity
date. Such renewal shall be evidenced by a term note having a maturity
date of October 1, 2007 (the "Renewal Note"). Interest on the Renewal
Note shall be adjusted on the first day of each month to National Prime
Rate as of such date less 1/2%. The Renewal Note shall provide for
equal installments of principal and interest commencing on November 1,
2003 and continuing each month thereafter as necessary to fully
amortize the Indebtedness plus future interest over the term. As a
precondition of such renewal, Borrower and Guarantor agree to execute
and deliver to Bank such additional documents as may be required by
Bank to grant, continue or perfect Bank's interest in the Collateral,
as it may exist at the time of such renewal.
Any renewal, extension or modification of the Facility Note, or any
advance made pursuant to the terms of such note, or any other
indebtedness which Borrower may have with Bank in the future, shall be
subject to the terms of this Agreement. Except as expressly set forth
herein, Bank is under no obligation to renew any obligation when it
matures.
Section 5.7 of the Loan Agreement shall be amended to delete its
existing provisions and insert in lieu thereof the following:
Section 5.7. FACILITIES. Keep all Borrower's and Guarantor's
properties in good repair and condition, and from time to time make
necessary repairs, renewals and replacements thereto
as shall be reasonably necessary for the proper conduct of its
business. Provided, further, that upon not less than thirty (30) days
prior written to Bank, Borrower or Guarantor may relocate, consolidate
or close any of its facilities if such relocation, consolidation or
discontinuance would not have a material adverse effect upon the
financial condition or results of operations of Borrower or any
Guarantor. Borrower and Guarantor shall promptly satisfy any and all
mechanic's or materialmen's liens filed on any of its facilities.
We agree that the mutual promises set forth above are good and
sufficient consideration for the Second Amendment to Loan Agreement. Except as
specifically amended as provided above, the Loan Agreement, as amended by First
Amendment to Loan Agreement, shall continue in full force and effect.
WRITTEN AGREEMENTS. THIS DOCUMENT, TOGETHER WITH THE OTHER WRITTEN AGREEMENTS OF
THE PARTIES, IS THE FINAL EXPRESSION OF THE AGREEMENT BETWEEN THE PARTIES, AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF ANY PRIOR OR CONTEMPORANEOUS ORAL
AGREEMENT BETWEEN THE PARTIES. ANY NON-STANDARD TERMS MUST BE WRITTEN BELOW TO
BE ENFORCEABLE.
BY SIGNING BELOW THE PARTIES AFFIRM THERE ARE NOT UNWRITTEN AGREEMENTS BETWEEN
THEM.
INTRUST BANK, N.A.
By /s/ Xxxxx Xxxx
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Title: Senior Vice President
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Accepted and Agreed:
Total Entertainment
Restaurant Corp.
By /s/ Xxxxx X. Xxxxxx
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Title: Secretary
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