EXHIBIT 10.1
AMENDMENT NO. 8 TO BRIDGE LOAN
AGREEMENT
AMENDMENT NO. 8 TO BRIDGE LOAN
AGREEMENT (“Amendment”), dated March 15,
2011, is made by and among Granite City Food & Brewery
Ltd. (“Granite City”), and Granite City Restaurant
Operations, Inc. (“GCROI”) and Harmony Equity
Income Fund, L.L.C. and Harmony Equity Income Fund II, L.L.C.
(collectively, the “Harmony Funds”) each South Dakota
limited liability companies.
RECITALS
A.
This Amendment amends the Bridge
Loan Agreement by and among the foregoing parties dated
March 30, 2009 (as amended, the “Agreement”),
which provided for partially convertible debt financing and
pursuant to which Granite City issued two promissory notes to the
Harmony Funds in the original aggregate principal amount of
$800,000 (collectively, the “Notes”). The Notes
are 20% convertible into Granite City’s common stock at a
conversion price of $3.00 (as adjusted to reflect Granite
City’s 6-for-1 reverse stock split in early 2010).
Pursuant to the amendment dated December 16, 2009, payment of
principal and interest were restructured. The principal
amount outstanding under the loans was payable as follows:
(i) six installments of $9,000 each are payable on
January 1, 2010, and on the first day of each month thereafter
including June 1, 2010; (ii) the remaining principal
amount outstanding is payable in 12 equal monthly installments
commencing on January 1, 2011 and on the first day of each
month thereafter, with the final installment of any unpaid
principal due on December 1, 2011. Accrued interest is
payable monthly in arrears commencing on February 1, 2011 and
on the first day of each month thereafter; with a final payment of
any accrued and unpaid interest due on December 1, 2011 with
the final payment of principal. As of February 28, 2011, the
principal balance of the loan was $623,732.78 and accrued interest
thereon was $4,366.13.
B.
All capitalized terms used in this
Amendment and not otherwise defined shall have the meanings set
forth in the Agreement.
C.
Granite City has entered into a
Stock Purchase Agreement with Concept Development Partners, LLC
(“CDP”) dated February 8, 2011 (the “Stock
Purchase Agreement”) and a Stock Repurchase Agreement with
DHW Leasing, L.L.C. (“DHW”), Dunham Capital Management,
L.L.C. (“DCM”), Donald A. Dunham, Jr. and Charles
J. Hey dated February 8, 2011 (the “Stock Repurchase
Agreement”) that, subject to obtaining required shareholder
approval, would result in (1) Granite City’s issuance to
CDP of $9.0 million of newly issued convertible preferred stock,
which will constitute a change in control of Granite City,
(2) availability of a new $10.0 million senior lending
facility to Granite City, (3) Granite City’s repurchase
of 3,000,000 shares of common stock currently held by DHW, and
(4) other arrangements that would focus on lowering the
Borrowers’ restaurant occupancy costs (collectively, the
“Transactions.”)
D.
The parties hereto desire to amend
the Agreement as hereinafter set forth.
