EXHIBIT 10.42
XXXXX COUNTY EMPLOYEES' RETIREMENT SYSTEM
000 XXXXXX XXXXXX
XXXXX 000
XXXXXXX, XXXXXXXX 00000
February 4, 2000
Big Buck Brewery & Steakhouse, Inc.
000 Xxxxx Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxxxx, Esq.
RE: CREDIT AUTHORIZATION AGREEMENT BY AND BETWEEN BIG BUCK BREWERY
& STEAKHOUSE, INC., FORMERLY KNOWN AS MICHIGAN BREWERY, INC.
("BIG BUCK") AND NBD BANK, NOW KNOWN AS BANK ONE, MICHIGAN
("BANK ONE") DATED APRIL 25, 1995 ("CREDIT AUTHORIZATION
AGREEMENT") AND LOAN AGREEMENT BY AND AMONG BIG BUCK AND BANK
ONE DATED JULY 28, 1995 ("LOAN AGREEMENT")
Dear Xx. Xxxxxxxx:
Simultaneously herewith, Xxxxx County Employees' Retirement System
("WCERS") is acquiring certain loans from Bank One relating to the Credit
Authorization Agreement and the Loan Agreement as follows (collectively, the
"Loans"): (i) $1,875,000 construction loan; and (ii) $800,000 term loan, Bank
One has endorsed the notes evidencing the Loans to WCERS and has assigned all of
the loan documents executed in connection with the Loans (collectively "Loan
Documents").
The parties hereby agree that the Credit Authorization Agreement is
hereby terminated. All references in the Loan Documents to the term "Bank" shall
be deemed to be "WCERS." The uncommitted credit authorization set forth in
Article 3 of the Loan Agreement has been permanently terminated and all notes
evidencing the uncommitted credit facility have been paid in full. The Loans are
hereby amended, restated and consolidated pursuant to an Amended, Restated and
Consolidated Convertible Note of even date herewith executed by Big Buck in
favor of WCERS.
Big Buck hereby ratifies and confirms all of its representations,
warranties and covenants in the Loan Agreement as of the date hereof except that
Buck & Bass, L.P. and its general partner are now subsidiaries as to clause (b)
of Article 4.
Article 4(g) is hereby deleted.
Article (5)(v) will be required for Xxxxxxx Xxxxxxxx only.
Article 5(a)(iv), (b), (e), (f), (q), (r), (s) and (t) of the Loan
Agreement are hereby deleted.
Article 5.(m), (n) and (v) of the Loan Agreement are hereby amended in
their entirety as follows:
"(m) Borrower shall at all times after the earlier to
occur of (i) the opening of the Grapevine restaurant or (ii)
January 1, 2001 keep and maintain Tangible Net Worth plus
subordinated debt in an amount not less than $8,500,000.
"Tangible Net Worth" shall mean in this Agreement net worth
determined on the basis of generally accepted accounting
principles
consistently applied but excluding the value of
goodwill, covenants not to compete, investment in net assets
in excess of book value and patents, trademarks or similar
tangible assets and advances to the shareholders or other
affiliates. "Subordinated debt" shall mean in this Agreement
debt subordinated to WCERS in matter and by agreement
satisfactory to WCERS. This covenant shall be reviewed as of
the end of each fiscal year."
(n) Borrower shall at all times after the earlier to
occur of (i) six (6) months after the opening of the Grapevine
restaurant or (ii) January 1, 2001 keep and maintain a minimum
debt coverage ratio of 1.25 to 1.0 (excluding Grapevine
restaurant pre-opening and financing costs) and thereafter to
be reviewed and reset annually by a WCERS in its sole
discretion. "Debt coverage ratio" shall mean net income plus
interest, depreciation and amortization expense provided by
annual debt service (total annual principal and interest
payments) of Borrower. Borrower shall also maintain its
current cash flow position. Any violation of this covenant
shall be a default hereunder.
(v) Borrower, at any time after the earlier of (i) April
1, 2001 or (ii) nine (9) months after the opening of the
Grapevine restaurant shall not permit the difference between
its current assets and current liabilities (other than
Subordinated Debt) to be less than $500,000."
Notwithstanding anything in the Loan Agreement to the contrary,
quarterly financial statements do not have to be audited or reviewed by an
independent certified accountant provided there is no default. The quarterly
financial statements must be certified by the CEO and President.
To the extent of any inconsistencies between the Subscription and
Investment Representations Agreement ("Subscription Agreement"), and the Loan
Agreement, the Subscription Agreement shall govern and control.
Except as amended hereby, Big Buck and WCERS ratify and confirm the
Loan Agreement and other Loan Documents.
If the foregoing is consistent with your agreement, please acknowledge
below.
Very truly yours,
XXXXX COUNTY EMPLOYEES'
RETIREMENT SYSTEM
By: /s/ Xxxxxx Xxx
-------------------------------
Its: Director
-----------------------
Agreed and Accepted by:
BIG BUCK BREWERY & STEAKHOUSE, INC.,
formerly known as Michigan Brewery, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx
----------------------------------------
Its: President
-------------------------------
2
