EXHIBIT 4-E
INTERCREDITOR AGREEMENT
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This Intercreditor Agreement ("Agreement") is made and
entered into as of the 3rd day of August, 1999, by and among
CAPTEC FINANCIAL GROUP, INC. ("Captec"), and CNL FINANCIAL
SERVICES, INC. ("CNL") (Captec and CNL are sometimes
hereinafter referred to collectively as the "Mortgage
Lenders"), CHASE BANK OF TEXAS, NATIONAL ASSOCIATION
("Agent") for itself and as agent for the Banks which are
parties to the Credit Agreement (as hereinafter defined)
(the Agent and the Banks are sometimes hereinafter referred
to collectively as the "Bank Lenders"), QUALITY DINING, INC.
("QDI"), BRAVOKILO, INC. ("Bravokilo"), SOUTHWEST DINING,
INC. ("Southwest") and GRAYLING CORPORATION ("Grayling")
(Bravokilo, Southwest and Grayling are sometimes hereinafter
referred to individually as an "Operating Company" and
collectively as the "Operating Companies"), and BKCAP, LLC,
BKCN, LLC, SWCAP, LLC, SWCN, LLC, GRAYCAP, LLC and GRAYCN,
LLC (all such entities sometimes hereinafter referred to
individually as a "Borrower" and collectively as the
"Borrowers").
RECITALS
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WHEREAS, contemporaneously herewith, the Mortgage Lenders
have made loans in the aggregate principal amount of Forty-
Nine Million Sixty-Six Thousand and 00/100 Dollars
($49,066,000.00) (the "Mortgage Loans") to the Borrowers;
and
WHEREAS, the Mortgage Loans are evidenced by certain
promissory notes, mortgages, guarantees, negative pledge
agreements, and other collateral security instruments,
agreements and documents (all such promissory notes,
mortgages, guarantees, negative pledge agreements and other
collateral security instruments, agreements and documents
together with the Leases (as hereinafter defined) are
hereinafter referred to as the "Mortgage Loan Documents");
and
WHEREAS, pursuant to the Mortgage Loan Documents, the
Mortgage Lenders have a first priority security interest in
and lien on all of the Borrowers' rights, title and
interests in and to all real property (whether constituting
a fee interest or a leasehold interest) and personal
property of the restaurants described on Exhibit A attached
hereto (the "Subject Restaurants"); and
WHEREAS, pursuant to certain lease agreements by and among
the Borrowers, as landlord, and the Operating Companies, as
tenant (the "Leases"), the Borrowers are leasing to the
Operating Companies all real property and personal property
of the Subject Restaurants owned by the Borrowers, and the
Operating Companies, pursuant to such Leases, franchise
agreements with the Franchisors (as hereinafter defined),
and other permits, licenses and agreements, are operating
the Subject Restaurants; and
WHEREAS, the Bank Lenders have extended certain commitments
for revolving credit advances to QDI and GAGHC, INC.
("GAGHC") in an aggregate amount not to exceed Seventy-Six
Million and 00/100 Dollars ($76,000,000.00) (the "Bank
Loans") pursuant to that certain Third Amended and Restated
Revolving Credit Agreement dated as of May 11, 1999, by and
between QDI and GAGHC, as borrowers, the Banks which are
party thereto, the Agent, NBD Bank, N.A., as Documentation
Agent, and Nationsbank, N.A. (South), as Co-Agent (as it may
be amended or modified, the "Credit Agreement"); and
WHEREAS, the Bank Loans are and may hereafter be evidenced
by certain promissory notes and secured by certain
guarantees, collateral security instruments, agreements and
documents, including without limitation the Security
Documents (as defined in the Credit Agreement) (the Credit
Agreement and all such promissory notes, guarantees,
collateral security instruments, agreements and documents
are hereinafter referred to as the "Bank Loan Documents");
and
WHEREAS, pursuant to the Bank Loan Documents, the Bank
Lenders and their agents have a first priority security
interest in and lien on all Inventory (as defined in the
Bank Loan Documents) of the Subject Restaurants; and
WHEREAS, the Agent, QDI, Southwest and Grayling are parties
to that certain Consent to Collateral Assignment, dated as
of September 11, 1998 (the "Brinker Agreement") with Brinker
International, Inc. ("Brinker"); and
WHEREAS, the Agent, QDI and Bravokilo anticipate
entering into an agreement in substantially the same form as
the Brinker Agreement (the "BKC Agreement"), with Burger
King Corporation ("BKC") (the Brinker Agreement and the BKC
Agreement are sometimes hereinafter referred to collectively
as the "Franchisor Agreements", and Brinker and BKC are
sometimes hereinafter referred to collectively as the
"Franchisors"); and
WHEREAS, it is a condition precedent to the Mortgage
Lenders' willingness and obligation to make the Mortgage
Loans pursuant to the Mortgage Loan Documents that the
Agent, QDI and the Operating Companies enter into this
Agreement with the Mortgage Lenders; and
WHEREAS, in order to induce the Mortgage Lenders to make the
Mortgage Loans pursuant to the Mortgage Loan Documents, the
Agent, QDI and the Operating Companies have agreed to enter
into this Agreement with the Mortgage Lenders.
AGREEMENTS
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NOW, THEREFORE, in consideration of the foregoing, the
mutual agreements herein contained
and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties
hereto hereby agree as follows:
1. Partial Release of Security Interests. The Agent
hereby releases for itself and on behalf of the Banks any
and all security interests, liens or other encumbrances they
currently have in or on the Equipment and Fixtures and all
proceeds thereof (as such terms are defined in the Bank Loan
Documents) located at the Subject Restaurants, which
released Equipment and Fixtures and proceeds thereof will
then be pledged, in addition to certain other real property
and personal property of the Subject Restaurants, to secure
the Mortgage Loans.
2. Release of Grayling Stock. The Bank Lenders and their
agents hereby release any and all security interests, liens
or encumbrances they have in or on the capital stock of
Grayling.
3. Subordination and Right to Cure.
a. Subordination.
Notwithstanding anything contained in the Mortgage Loan
Documents, the Bank Loan Documents or the Franchisor
Agreements, or any other liens, claims, encumbrances or
rights arising by agreement or by operation of law or
otherwise, the Agent for itself and on behalf of the Banks
hereby subordinates in accordance with the terms hereof all
liens, claims, encumbrances and rights now existing or
hereafter arising in or on any of the Leases, the franchise
agreements for the Subject Restaurants (the "Franchise
Agreements") or any proceeds from the sale, assignment or
transfer of any such Leases or Franchise Agreements
("Proceeds"), whether such liens, claims, encumbrances or
rights arise out of the Bank Loan Documents or the
Franchisor Agreements or otherwise, to all claims of the
Mortgage Lenders to receive payments from amounts derived
through the operation of the Subject Restaurants pursuant to
the Franchise Agreements and the Leases in accordance with
the obligations of the Operating Companies to the Borrowers
under the Leases and the obligations of the Borrowers to the
Mortgage Lenders under the Mortgage Loan Documents.
b. Right to Cure.
Without limiting the subordination set forth in paragraph
3(a) above, the Bank Lenders shall have the right and
opportunity to cure Events of Default under the Leases
(hereinafter referred to individually as a "Lease Default"
and collectively as "Lease Defaults"), and to retain certain
Proceeds in the event that all of the following conditions
have been satisfied:
(1) The Bank Lenders have, within thirty (30)
days after receipt of written notice from one or both of the
Mortgage Lenders of the occurrence of one or more Lease
Defaults under one or more of the Leases of any Borrower,
cured all such Lease Defaults relating to (i) the payment of
all amounts when due under such Leases (including without
limitation Minimum Monthly Rent, Impositions and Late
Charges, as such terms are defined in the Leases), and (ii)
the performance of all obligations of the tenants under such
Leases other than any such obligations arising as a
result of any Event of Default described in
subsections 11.1.4 through 11.1.10 of such Leases, to the
reasonable satisfaction of the Mortgage Lenders (such Leases
hereinafter referred to as the "Cured Leases"); and
(2) The Bank Lenders have continued to make all such
payments and perform all such obligations set forth in
paragraph 3(b)(1) above with respect to the Cured Leases as
and when due; and
(3) The Bank Lenders have exercised their rights pursuant
to the Franchisor Agreements to cause a sale, assignment or
transfer of the applicable franchisee's rights under the
Franchise Agreements or tenant's rights under the Cured
Leases; provided, that any such sale, assignment or transfer
is expressly conditioned upon and subject to:
(a) Satisfaction by the Bank Lenders of all of
the terms and conditions of the Franchisor Agreements in
connection with such sale, assignment or transfer; and
(b) Prior written approval by the Mortgage
Lenders of any such sale, assignment or transfer, including
without limitation any transfer or assignment of the
applicable Leases, as provided in paragraph 3(f) below; and
(4) The Proceeds from such sale, assignment or transfer are
sufficient to and are paid to the Mortgage Lenders to cure
all Lease Defaults and pay all sums due to the Franchisors
under the Franchise Agreements or otherwise, in which case
the Bank Lenders shall be entitled to receive any remaining
net Proceeds from such sale, assignment or transfer.
In the event that all of the foregoing conditions have been
satisfied, the Mortgage Lenders shall not pursue any
remedies under the Mortgage Loan Documents or the Leases
with respect to any Subject Restaurant subject to a Cured
Lease.
c. Failure to Cure.
In the event that the Bank Lenders do not satisfy all of the
conditions set forth in paragraph 3(b) above within the time
periods specified therein and in paragraph 3(e) below:
(1) the Mortgage Lenders may proceed to accelerate all
obligations and exercise all rights and remedies under the
Mortgage Loan Documents and
the Leases, including without limitation all of the Mortgage
Lenders rights and remedies pursuant to Paragraph 15.3 of
the Leases, as provided therein; and
(2) all rights of the Bank Lenders under the Bank Loan
Documents and the Franchisor Agreements to cause a sale,
assignment or transfer of the applicable franchisee's rights
under the Franchise Agreements for the Subject Restaurants
or the tenant's rights under the Leases, are and shall be
expressly subordinated to all rights and remedies of the
Mortgage Lenders under the Mortgage Loan Documents and the
Leases; and
(3) in connection with any sale, assignment or transfer of
any or all of the Subject Restaurants by the Mortgage
Lenders, the Agent hereby agrees, at the expense of the
Mortgage Lenders, to take reasonable steps to cooperate in
good faith with the Mortgage Lenders in connection with such
sale, assignment or transfer; and
(4) the Mortgage Lenders shall be entitled to receive all
Proceeds arising from any sale, assignment or transfer of
any or all of the Subject Restaurants, including but not
limited to all proceeds from the sale, assignment or
transfer of the applicable Franchise Agreements or Leases,
to the extent necessary to satisfy in full all obligations
of the Borrowers, the Operating Companies and QDI to the
Mortgage Lenders under the Mortgage Loan Documents; and
(5) the Bank Lenders shall be entitled to receive any
remaining net Proceeds from such sale, assignment or
transfer after satisfaction in full of all obligations to
the Mortgage Lenders as provided in paragraph 3(c)(4) above.
d. Notice Obligations.
The Agent hereby agrees to provide written
notice to the Mortgage Lenders, contemporaneously with any
notices given to QDI or the Operating Companies, of any
default or event of default under the Bank Loan Documents.
The Mortgage Lenders hereby agree to provide written notice
to the Bank Lenders, contemporaneously with any notices
given to the Borrowers, the Operating Companies or QDI, of
any Lease Default. The Mortgage Lenders agree not to
terminate any Lease until not less than thirty (30) days
after receipt by the Bank Lenders of written notice from the
Mortgage Lenders of the occurrence of one or more Events of
Default under such Lease and specifying the nature of such
Events of Default.
e. Sale, Assignment or Transfer Period.
In the event that the Bank Lenders cure all Lease Defaults
as provided in paragraph 3(b) above, the Bank Lenders'
rights to cause a sale, assignment or transfer of the
applicable Leases and Franchise Agreements, pursuant to and
in accordance with the terms and conditions set forth in
paragraph 3(b) above, shall continue for a period of twelve (12) months;
provided, that so long as no default or Event of Default is
continuing under any of the Mortgage Loan Documents, no
default or event of default is continuing under the
Franchise Agreements, and the Bank Lenders have delivered to
the Mortgage Lenders a signed purchase agreement with
respect to such proposed sale, assignment or transfer, such
period may continue for an additional sixty (60) days. As
part of any such sale, assignment or transfer, the
transferee of the tenant's rights under any applicable Lease
must assume and agree to be bound by all of the terms and
conditions of such Lease, including without limitation the
provisions of paragraph 11.1.10 thereof providing that the
occurrence of any Event of Default under the applicable
Mortgage (as defined therein) shall constitute an Event of
Default under such Lease.
f. Approval by Mortgage Lenders.
In the event of any sale, assignment or transfer of the
franchisee's rights under the Franchise Agreement for any of
the Subject Restaurants and the tenant's rights under the
applicable Leases as provided in this Agreement, all
terms and conditions of such sale, assignment or transfer
are subject to the prior written approval of the Mortgage
Lenders, which approval will not be unreasonably withheld or
delayed.
4. Bankruptcy, Dissolution, Etc.
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a. Mortgage Lender Authority.
At any meeting of creditors of QDI or any of the Operating
Companies or in the event of any case or proceeding,
voluntary or involuntary, for the distribution, division or
application of all or part of the assets of QDI or any of
the Operating Companies or the proceeds thereof, whether
such case or proceeding be for the liquidation, dissolution
or winding up of QDI or any of the Operating Companies or
its business, a receivership, insolvency or bankruptcy case
or proceeding, an assignment for the benefit of creditors or
a proceeding by or against QDI or any of the Operating
Companies for relief under the federal Bankruptcy Code or
any other bankruptcy, reorganization or insolvency law or
any other law relating to the relief of debtors,
readjustment of indebtedness, reorganization, arrangement,
composition or extension or marshalling of assets or
otherwise ("Proceedings") the Mortgage Lenders are hereby
irrevocably authorized at any such meeting or in any such
proceeding to receive or collect any cash or other assets of
QDI or any of the Operating Companies with respect to the
Subject Restaurants distributed, divided or applied by way
of dividend or payment, or any securities issued on account
of any Bank Loans with respect to the Subject Restaurants,
and apply such cash to or to hold such other assets or
securities as collateral for the Mortgage Loans
until all of the Mortgage Loans shall have been paid in full
in cash, rendering to the Bank Lenders any surplus to which
the Bank Lenders are then entitled.
b. Permitted Receipts.
Notwithstanding the foregoing provisions of paragraph 4(a),
the Bank Lenders shall be entitled to receive and retain any
securities of QDI or any of the Operating Companies or any
other corporation or other entity provided for by a
plan of reorganization or readjustment with respect to the
Subject Restaurants (i) the payment of which securities is
subordinate, at least to the extent provided in this
Agreement with respect to Bank Loans, to the payment of all
Mortgage Loans under any such plan of reorganization or
readjustment and (ii) all other terms of which are
acceptable to the Mortgage Lenders in their discretion.
c. Voting Restrictions.
At any such meeting of creditors or in the event of any such
case or proceeding, the Bank Lenders shall retain the right
to vote and otherwise act with respect to the Bank Loans
(including, without limitation, the right to vote to accept
or reject any plan of partial or complete liquidation,
reorganization, arrangement, composition or extension),
provided that the Bank Lenders shall not vote with respect
to any such plan or take any other action in any way so as
to contest the Bank Lenders' obligations and agreements set
forth in this Agreement.
d. Distributions in Dissolution.
Upon any distribution of the assets of QDI or any of the
Operating Companies in connection with any dissolution,
winding up, liquidation or reorganization of QDI or any of
the Operating Companies (whether in Proceedings or upon an
assignment for the benefit of creditors or any other
marshalling of the assets and liabilities of QDI or any of
the Operating Companies or otherwise), any proceeds of the
Subject Restaurants shall first be applied to payment in
full of all Mortgage Loans before Bank Lenders shall be
entitled to receive any payment in respect of the Bank
Loans. Upon any such dissolution, winding up, liquidation
or reorganization, any payment or distribution of proceeds
of the Subject Restaurants of any kind or character, whether
in cash, property or securities, to which Bank Lenders would
be entitled in respect of the Bank Loans with respect to the
Subject Restaurants except for the provisions of this
Agreement shall be made by the liquidating trustee or agent
or other persons making such payment or distribution
(whether a trustee in the bankruptcy, a receiver or
liquidating trustee or otherwise) (a "Paying Party"), or if
received by Bank Lenders, by Bank Lenders directly to
Mortgage Lenders, to the extent necessary to pay in full the
Mortgage Loans. The Bank Lenders hereby authorize and direct each
Paying Party to pay over to Mortgage Lenders upon demand by
Mortgage Lenders, all such payments or distributions without
the necessity of any inquiry as to the status or balance of
the Mortgage Loans, and without further notice to or consent
of Bank Lenders.
e. Subrogation.
Upon full and final payment of the Mortgage Loans and all
other amounts payable to the Mortgage Lenders under the
Mortgage Loan Documents, the Bank Lenders shall be
subrogated to any rights of the Mortgage Lenders under the
Mortgage Loan Documents to the extent of any payments with
respect to the Bank Loans paid to and retained by the
Mortgage Lenders.
5. Freedom of Dealings.
The Bank Lenders agree, with respect to the Mortgage Loans
and any and all collateral therefor or guaranties thereof,
that the Mortgage Lenders may, or may agree with QDI,
Operating Companies or Borrowers, at any time and from time
to time, except for any increase in the amount of the
Mortgage Loans or the taking of additional collateral
security or guaranties therefor, to (i) change the manner,
place or terms of payment or extend the time of payment of,
or renew or alter, the Mortgage Loans or the security
therefor, or otherwise amend in any manner the Mortgage Loan
Documents; (ii) exercise or refrain from exercising any
rights against QDI, Operating Companies or Borrowers; (iii)
apply any sums by whomsoever paid or however realized to the
Mortgage Loans; (iv) sell, exchange, release, surrender,
realize upon or otherwise deal with in any manner and in any
order any property whatsoever and by whomsoever at any time
pledged or mortgaged to secure, or howsoever securing, any
Mortgage Loans; (v) release anyone liable in any manner for
the payment or collection of any Mortgage Loans; and (vi)
settle or compromise all or any part of the Mortgage Loans,
otherwise modify the terms of any of the Mortgage Loans, and
the Mortgage Lenders may grant extensions of the time of
payment or performance to and make compromises, including
releases of collateral or guaranties, and settlements with
QDI, Operating Companies or Borrowers and all other persons,
in each case without the notice to, or consent of the Bank
Lenders or QDI, Operating Companies or Borrowers and without
impairing or releasing the agreements of the Bank Lenders or
QDI, Operating Companies or Borrowers contained in this
Agreement with respect to the Mortgage Loan Documents as so
amended or modified; provided, however, that nothing
contained in this paragraph 5 shall constitute a waiver of
the right of QDI, Operating Companies or Borrowers to agree
or consent to a settlement or compromise of a claim which
the Mortgage Lenders may have against QDI, Operating
Companies or Borrowers. Notwithstanding the foregoing, the
Mortgage Lenders may advance funds
to or on behalf of the Borrowers or the Operating Companies
in accordance with the Mortgage Loan Documents and the
Leases to the extent necessary to prevent or cure any
defaults by the Borrowers or the Operating Companies
thereunder, including without limitation for the payment of
taxes, insurance premiums, the preservation or protection of
property or the title thereto.
6. Modification or Sale of the Bank Loans.
The Bank Lenders will not, at any time while this Agreement
is in effect, without the prior written consent of the
Mortgage Lenders (which consent may be withheld or granted
in Mortgage Lenders' sole discretion) encumber their rights
under the Franchise Agreements or make any claim to the
Franchise Agreements or Proceeds except as set forth in this
Agreement. Any sale, transfer, pledge, assignment,
hypothecation or other disposition of any or all of the Bank
Loan Documents by the Bank Lenders shall be subject to the
provisions of this Agreement and any such transferee shall
be entitled to all of the rights and shall be bound by all
of the obligations of the Bank Lenders hereunder. Any sale,
transfer, pledge, assignment, hypothecation or other
disposition of any or all of the Mortgage Loan Documents by
the Mortgage Lenders shall be subject to the provisions of
this Agreement and any such transferee shall be entitled to
all of the rights and shall be bound by all of the
obligations of the Mortgage Lenders hereunder.
7. Obligations to Bank Lenders.
Nothing contained in this Agreement shall impair, as between
QDI, GAGHC or any of the Operating Companies and the Bank
Lenders, the obligation of QDI, GAGHC or such Operating
Companies to pay to the Bank Lenders all amounts payable in
respect of the Bank Loans and when the same shall become due
and payable in accordance with the terms thereof, or prevent
the Bank Lenders (except as expressly otherwise provided in
paragraph 3) from exercising all rights, powers and remedies
otherwise permitted by the Bank Loan Documents and by
applicable law upon a default of the Bank Loans or under any
of the Bank Loan Documents, all, however, subject to the
rights of the Mortgage Lenders in respect of the Subject
Restaurants as set forth in this Agreement. Bank Lenders
further agree and acknowledge that (i) Borrowers have no
obligation or liability to the Bank Lenders; and (ii) Bank
Lenders have no lien, encumbrance or claim on or against the
assets or property of the Borrowers under the Bank Loan
Documents or otherwise.
8. Termination of Subordination.
This Agreement shall continue in full force and effect, and
the obligations and agreements of the Bank Lenders hereunder
shall continue to be fully operative, until all of the Bank
Loans or all of the Mortgage Loans shall have been paid and
satisfied in full in cash and such full payment and
satisfaction shall be final and not avoidable.
9. Further Assurances.
The Bank Lenders and their agents hereby agree, promptly
upon the request of the Mortgage Lenders, to execute,
acknowledge and deliver any and all further documents,
releases, agreements and assurances and do or cause to be
done all further acts as may be necessary to confirm and
effectuate the terms of paragraphs 1 and 2 of this
Agreement. In addition, in the event that the Bank Lenders
at any time receive any Proceeds to which the Mortgage
Lenders are entitled pursuant to this Agreement, the Bank
Lenders shall hold all such Proceeds in trust for the
benefit of and shall promptly deliver such Proceeds to the
Mortgage Lenders.
10. Scope of Agreement.
The terms of this Agreement relate solely to the Subject
Restaurants and do not apply to any other restaurants or
other real or personal property owned, directly or
indirectly, by QDI, the Operating Companies or any
subsidiaries thereof.
11. Waiver.
The Mortgage Lenders may, in their sole and absolute
discretion, waive any provisions of this Agreement
benefiting the Mortgage Lenders; provided, however, that
such waiver shall be effective only if in writing and signed
by the Mortgage Lenders and shall be limited to the specific
provision or provisions expressly so waived.
12. Binding Effect.
This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and the Bank Lenders and their
respective successors, assigns and transferees. The Agent
hereby represents that it is duly authorized in its capacity
as Administrative Agent under the Credit Agreement to
execute this Agreement on behalf of the Bank Lenders for the
benefit of the Mortgage Lenders and their respective
successors, assigns and transferees.
13. Notices.
All notices and other communications which are required or
may be given pursuant to the terms of this Agreement shall
be in writing and shall be sufficient and effective in all
respects if given in writing and delivered personally, or
mailed by registered or certified mail, postage prepaid, or
delivered by facsimile transmission, or delivered by a
recognized overnight courier service, as follows:
If to the Mortgage Lenders:
Captec Financial Group, Inc.
24 Frank LloydWright Drive
Lobby L, 4th Floor
P.O. Box 544
Ann Arbor, MI 48106
Attention: Robert V. Schrader Vice President, Operations
Facsimile: (734) 994-1376
and
CNL Financial
Services. Inc.
400 East South
Street, Suite 500
Orlando, FL 32801
Attention: John Farren Vice President of Transaction Management
Facsimile: (407) 425-9876
If to the Bank
Lenders:
Chase Bank of Texas, National
Association, as Agent
712 Main Street, 4 CBBN 59
Houston, TX 77002-8059
Attention: Michael J. Costello Vice President
Facsimile: (713) 216-6710
If to QDI or the Operating Companies:
Quality Dining, Inc.
4220 Edison Lakes Parkway
Mishawaka, IN 46545
Attention: John C. Firth
Executive Vice President
Facsimile: (219) 243-4377
14. Governing Law.
This Agreement shall be governed by
and interpreted in accordance with the
laws of the State of Indiana.
15. Assignment.
Subject to the provisions of paragraph
6 above, this Agreement and the rights
and obligations of the Mortgage
Lenders may be assigned by Mortgage
Lenders in whole or in part without
notice to or consent of Bank Lenders,
QDI, Operating Companies or Borrowers.
16. Amendment.
This Agreement may be modified or
amended only by a writing and signed
by all of the parties hereto.
17. Entire Agreement.
This Agreement embodies the entire
agreement and understanding between
the parties with respect to the
subject matters hereof and supersedes
all prior agreements, contracts and
understandings related to such subject
matter.
18. Miscellaneous.
No course of dealing between the
parties, no usage of trade and no
parole or extrinsic evidence of
any nature shall be used to supplement
or modify any of the terms or
provisions of this Agreement. If any
provision of this Agreement is held to
be illegal, invalid or unenforceable
under present or future laws, the
legality, validity and enforceability
of the remaining provisions of this
Agreement shall not be affected
thereby, and this Agreement shall be
liberally construed so as to carry out
the intent of the parties to it.
19. Counterparts.
This Agreement may be executed in
several counterparts and by each party
on a separate counterpart, each of
which when so executed and delivered
shall be an original, and all of which
together shall constitute one
instrument.
(SIGNATURE PAGES FOLLOWS)
IN WITNESS WHEREOF, the undersigned parties have caused this
Agreement to be duly executed and delivered as of the date first written
above.
CAPTEC FINANCIAL GROUP, INC.
By:_______________
Name:_____________
Title:____________
CNL FINANCIAL SERVICES, INC.
By:___________________________
JOHN L. FARREN
Vice President of Transaction Management
CHASE BANK OF TEXAS,
NATIONAL ASSOCIATION, AS AGENT
By:______________________
Name:____________________
Title:__________________
QUALITY DINING, INC.
By:__________________
JOHN C. FIRTH
Executive Vice President
and Secretary
BRAVOKILO, INC.
By:___________________
JOHN C. FIRTH
Executive Vice President
and Secretary
SOUTHWEST DINING, INC.
By:___________________
JOHN C. FIRTH
ExecutiveVice President
and Secretary
GRAYLING CORPORATION
By:__________________
JOHN C. FIRTH
ExecutiveVice President
and Secretary
SWCAP, LLC
By:____________________
JOHN C. FIRTH
Executive Vice President
and Secretary
SWCN, LLC
By:_____________________
JOHN C. FIRTH
Executive Vice President
and Secretary
GRAYCAP, LLC
By:____________________
JOHN C. FIRTH
Executive Vice President
and Secretary
GRAYCN, LLC
By:____________________
JOHN C. FIRTH
Executive Vice President
and Secretary
BKCAP, LLC
By:_____________________
JOHN C. FIRTH
Executive Vice President
and Secretary
BKCN, LLC
By:_______________________
JOHN C. FIRTH
Executive Vice President
and Secretary