ASSET PURCHASE AGREEMENT by and among GRANITE CITY RESTAURANT OPERATIONS, INC. and INDY CR, LLC and RESTAURANT ENTERTAINMENT GROUP, LLC and CLINTON R. FIELD December 30, 2011Asset Purchase Agreement • January 4th, 2012 • Granite City Food & Brewery LTD • Retail-eating places • Minnesota
This Asset Purchase Agreement (“Agreement”) is dated December 30, 2011, by and among Granite City Restaurant Operations, Inc., a Minnesota corporation (“Buyer”), Indy CR, LLC, an Ohio limited liability company (“Seller”), Restaurant Entertainment Group, LLC, an Ohio limited liability company (“REG”), and Clinton R. Field, resident of Union County, Ohio (“Owner”).
AMENDMENT NO. 3 TO MASTER ASSET PURCHASE AGREEMENTMaster Asset Purchase Agreement • January 4th, 2012 • Granite City Food & Brewery LTD • Retail-eating places • Minnesota
This Amendment No. 3 (this “Amendment”) to the Master Asset Purchase Agreement is dated December 30, 2011, by and among Granite City Restaurant Operations, Inc., a Minnesota corporation and Granite City of Maryland, Inc., a Minnesota corporation (collectively, “Buyer”); CR Minneapolis, LLC, Pittsburgh CR, LLC, Indy CR, LLC, Kendall CR LLC, 3720 Indy, LLC, CR NH, LLC, CR Florida, LLC, and Parole CR, LLC (collectively “Seller” and individually a “Seller Entity”); Restaurant Entertainment Group, LLC, an Ohio limited liability company (“REG”), and Clinton R. Field, a resident of Union County, Ohio and Eric Schilder, a resident of Marion County, Ohio (“Owners”).
AMENDED AND SUBSTITUTE LINE OF CREDIT NOTELine of Credit Note • January 4th, 2012 • Granite City Food & Brewery LTD • Retail-eating places
This Amended and Substitute Line of Credit Note (this “Note”) is one of the Notes referred to in the Credit Agreement dated as of May 10, 2011 among the Borrower, Fifth Third Bank, an Ohio banking corporation, as Administrative Agent and the Lenders party thereto (as extended, renewed, amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and this Note and the holder hereof are entitled to all the benefits and security provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed by and construed in accordance with the internal laws of the State of Illinois.
DELAYED DRAW TERM NOTEDelayed Draw Term Note • January 4th, 2012 • Granite City Food & Brewery LTD • Retail-eating places
This Delayed Draw Term Note (this “Note”) is one of the Notes referred to in the Credit Agreement dated as of May 10, 2011 among the Borrower, Fifth Third Bank, an Ohio banking corporation, as Administrative Agent and the Lenders party thereto (as extended, renewed, amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), and this Note and the holder hereof are entitled to all the benefits and security provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement. This Note shall be governed by and construed in accordance with the internal laws of the State of Illinois.
WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 4th, 2012 • Granite City Food & Brewery LTD • Retail-eating places • Illinois
This WAIVER AND SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of December 30, 2011, (this “Amendment”) is by and among Granite City Food & Brewery Ltd., a Minnesota corporation (the “Borrower”), the various institutions from time to time party to the Credit Agreement described below as Lenders, and Fifth Third Bank, an Ohio banking corporation, as Administrative Agent.
