AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENT
AMENDMENT
NO.
1 TO LOAN AND SECURITY AGREEMENT
This
Amendment No. 1 (“Amendment
No. 1”) to
that certain Loan and Security Agreement dated as of March 23, 2005 (the
“Agreement”) is
made as of May 23, 2005, by and among Shells Seafood Restaurants, Inc., a
Delaware corporation (the “Company”), and
the Lenders (as defined in the Agreement) parties thereto. Capitalized terms not
herein defined shall have the meaning given to them in the
Agreement.
WHEREAS,
the Agreement expires, subject to certain exceptions set forth therein, upon the
earlier to occur of March 31, 2006 or the closing of a financing providing net
proceeds to the Company of not less than $1,600,000 (such earlier date being
referred to as the “Maturity
Date”);
WHEREAS,
on the date hereof, the Company closed a private financing transaction providing
net proceeds to the Company in excess of $1,600,000; and
WHEREAS,
the parties to the Agreement desire to provide for the extension of the
agreement for an additional two (2) years from the date hereof.
NOW,
THEREFORE, in consideration of the premises and other good and valuable
consideration, the parties hereby agree as follows:
1. Amendment
to Section 1. Section
1 of the Agreement is hereby amended and restated in its entirety as
follows:
1.
AMOUNT. The
Lenders agree, on the terms and conditions of this Agreement, to make loans
(hereinafter called individually a “Loan” and, collectively, “the Loans”) to the
Company in an aggregate principal amount at any one time outstanding up to but
not exceeding One Million Six Hundred Thousand Dollars ($1,600,000); provided,
however that each Loan request by the Company to the Lenders, in the aggregate,
shall be in increments of $200,000, and each individual Lender is committing to
make Loans only up to the aggregate principal amount set forth opposite such
Lenders’ name on Exhibit A hereto. The obligation of a Lender to make loans up
to but not exceeding such aggregate principal amount at any one time outstanding
is hereinafter called its “commitment.” Within such limits, the Company may
borrow, repay, and reborrow funds under this revolving credit line, at any time
or from time to time from the date hereof to and including May 23, 2007 (the
“Maturity Date”), subject to earlier termination of the commitment of the
Lenders in accordance herewith. All Loans shall be made by, and repayments (if
any) made to, each of the Lenders, in proportion to the percentage interest set
forth opposite such Lenders’ name on Exhibit A hereto; and shall be repaid, to
the extent then still outstanding, on the Maturity Date (subject to earlier
repayment as provided in Section 4 below).
2. Entire
Agreement. This
Amendment No. 1, together with the provisions of the Agreement not amended
hereby, constitute the entire agreement between the parties hereto with respect
to the subject matter hereof and supersede all other prior agreements, whether
written or oral, between the parties hereto.
3. Counterparts. This
Amendment No. 1 may be executed in one or more counterparts, each of which shall
be deemed an original and all of which together shall constitute one and the
same document.
[Remainder
of Page Intentionally Left Blank]
IN
WITNESS WHEREOF, each of the parties hereto has caused this Amendment No. 1 to
be executed as of the date first above written.
SHELLS
SEAFOOD RESTAURANTS, INC.
By: ____/s/
Xxxxxx X. Nelson_______________
Name: Xxxxxx X.
Xxxxxx
Title: Chief
Financial Officer
_/s/
Xxxxxxxxx X. Adler________________
Xxxxxxxxx X.
Xxxxx
Xxxxxx
Capital L.P.
___/s/
Xxx Wolf_____________________
Name: Xxx
Xxxx
Title: Managing
Director
Xxxxx
Xxxxxxxx, XXX, R/O
By:
/s/ Xxxxx Xxxxxxxx
Name:
Xxxxx Xxxxxxxx
Title:
