SECOND AMENDMENT TO
CREDIT AGREEMENT
This Second Amendment to Credit Agreement is entered into as of July 13, 2000
(this "Amendment"), by and between IMPERIAL BANK, a California banking
corporation ("Bank") and Main Street and Main Incorporated, a Delaware
corporation ('`Borrower").
RECITALS
WHEREAS, Borrower and Bank are parties to that certain Credit Agreement dated as
of April 2, 1999, as amended (the "Agreement"); and
WHEREAS, each of the parties to this Amendment desire to amend the Agreement in
accordance herewith.
AGREEMEMT
NOW. THEREFORE, the parties agree as follows:
A. Amendments to the Agreement.
1. The date "July 15, 2000" contained in Section 1.01 (a) of the
Agreement is hereby amended to read "July 15, 2001".
2. The following Section 1.05 is hereby added to the Agreement
"1.05 Term Loan Commitment.
(a) TERM LOAN. Subject to the terms and conditions of this Agreement,
Lender shall make available to Borrower a term loan ( "Term Loan ") on July
13, 2000 of Five Million Dollars $5,000,000, the proceeds of which shall be
used only for acquisition of Bamboo Club restaurants.
(b) TERM LOAN NOTE. The interest rate, payment terms, maturity date and
certain other terms of the Term Loan shall be contained in a promissory
note dated the date of this Agreement, as such may be amended or replaced
from time to time."
3. Section 4.05 of the Agreement is amended in full to read as follows:
"4.05 TANGIBLE NET WORTH. Maintain on a quarterly basis a consolidated
Tangible Net Worth (defined as total stockholders equity of not less than
Twenty Seven Million Dollars ($27,000,000) plus 70% of Borrower's quarterly
net income on a cumulative basis .
4. The following Section 4.17 is hereby added to the Agreement
"4.17 RIGHTS OFFERING. All proceeds from that Rights Offering to the
recorded holders of Borrower's common stock as of the close of business on
July 31, 2000 received by the Borrower shall be applied to repayment of the
Term Loan.
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B. Effect of Amendment, Representations and Warranties.
1. The Agreement, as amended hereby, shall be and remain in full force
and effect in accordance with its respective terms and hereby is
ratified and confirmed in all respects. Except as expressly set forth
herein, the execution, delivery, and performance of this Amendment
shall not operate as a waiver of, or as an amendment of, any right,
power, or remedy of Bank under the Agreement, as in effect prior to
the date hereof. Borrower ratifies and reaffirms the continuing
effectiveness of all promissory notes, guaranties, security
agreements, mortgages, deeds of trust, environmental agreements, and
all other instruments, documents and agreements entered into in
connection with the Agreement.
2. Borrower represents and warrants that the Representations and
Warranties contained in the Agreement are true and correct as of the
date of this Amendment, and that no Event of Default has occurred and
is continuing.
C. Conditions Precedent to the Effectiveness of this Amendment
1. As a condition to the effectiveness of this Amendment, Bank shall
have received, in form and substance satisfactory to Bank, the
following:
(a.) this Amendment, duly executed by Borrower;
(b.) a non-refundable documentation fee of Five Hundred Dollars ($500),
plus any Bank expenses, including outside counsel fees incurred by the
Bank in the preparation of this Amendment;
(c.) Corporate Resolutions to Borrow;
(d.) Continuing Guarantees from Xxxx Xxxxxxx and Xxxx X. Xxxxx Xx. each in
the amount of $5,000,000.
(e) A commitment fee in the amount of $25,000
(f) such other documents, and completion of such other matters, as Bank
may reasonably deem necessary or appropriate.
D. Miscellaneous Provisions.
1. Unless otherwise defined, all initially capitalized terms in this Amendment
shall be as defined in the Agreement.
2. This Amendment may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one
instrument.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the
first date above written.
Main Street and Main Incorporated,
a Delaware corporation
By:
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Title:
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IMPERIAL BANK,
A California banking corporation
By:
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Title:
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