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EXHIBIT 10.7
SUPPORT AGREEMENT
This SUPPORT AGREEMENT ("Agreement") is made as of the 24th day of
August, 1999, among Xxxxxxx X. Xxxx (hereinafter referred to as the
"undersigned"), Cafe Odyssey, Inc., a Minnesota corporation, ("Borrower"), and
Fairview Partners, an Ohio general partnership ("Fairview").
WITNESSETH:
WHEREAS, Fairview and Borrower have entered into that certain Loan
Agreement ("Loan Agreement") of even date herewith, pursuant to which
Fairview has extended a $2,000,000 loan (the "Loan") to or for the benefit of
Borrower; capitalized terms used but not otherwise defined herein shall have the
meanings set forth in the Loan Agreement; and
WHEREAS, the undersigned is a material shareholder of the Borrower and
is the duly elected, qualified and acting Chief Executive Officer of Borrower
and is fully familiar with all of the Borrower's business and financial affairs;
NOW, THEREFORE, to induce Fairview to make the Loan to or for the
account of Borrower under the Loan Agreement or any other Loan Document and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the undersigned, the Borrower and Fairview agree as
follows:
1. The undersigned agrees that in the event (i) of the occurrence of
an Event of Default under the Loan Agreement or any other Loan Document, and
(ii) Fairview has given notice of an acceleration of all of the Obligations
under and as defined in the Loan Agreement, the undersigned will, at Fairview's
option and upon Fairview's written request, and until this Agreement shall have
terminated as provided herein, for a period not to exceed twelve (12) months
after receiving such written request, use the undersigned's best efforts
(excluding the payment of money) to assist Fairview in obtaining possession,
ownership, management and control of the FF&E and the Leased Premises (as such
terms are defined in the Deed of Trust). Notwithstanding the foregoing, the
undersigned shall not be required to take any action or engage in any activity
that would breach or violate the undersigned's fiduciary obligations to the
Borrower or that would otherwise be in violation of any applicable laws.
2. Fairview shall have the right to terminate the undersigned's
engagement or other assistance described in Paragraph 1 above at any time on
three (3) business days' notice, for any cause or without cause. The
undersigned's obligations under Paragraph 1 of this Agreement shall further
terminate upon (i) the Borrower's payment of all then outstanding Obligations;
(ii) the death of the undersigned; or (iii) the mental or physical incapacity of
the undersigned as reasonably substantiated by a doctor acceptable to Fairview.
3. Fairview agrees to reimburse all reasonable costs and expenses
incurred by the undersigned in the performance of his obligations under this
Agreement.
4. In connection with such engagement, the undersigned shall not have
any authority to bind Fairview, except such specific authority as Fairview may
grant in writing.
5. In the event of the death, mental or physical incapacity of the
undersigned, Borrower shall be responsible for immediately obtaining a
replacement for such person and Borrower shall use its best efforts to cause
such replacement to execute a support agreement substantially in the form of
this Agreement.
6. This agreement shall be governed by and construed in accordance
with Minnesota substantive and procedural law and shall remain in full force and
effect so long as the obligations under the Loan Agreement are outstanding or
until otherwise agreed by an amendment hereto signed by Fairview and the
undersigned.
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7. The provisions of this Agreement are declared to be severable. If
any provision of this Agreement shall be held to be invalid, illegal or
unenforceable, such invalidity, illegality or unenforceability shall not affect
any other provisions of this Agreement.
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XXXXXXX X. XXXX
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Print Name of Undersigned
s/ Xxxxxxx X. Xxxx
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Signature
Borrower:
CAFE ODYSSEY, INC.
BY: s/ Xxxxxxx X. Xxxx
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Its: C.E.O.
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Accepted:
FAIRVIEW PARTNERS
By s/ X.X. Xxxxxxx
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Its Agent
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