THIRD AMENDMENT TO
LOAN AGREEMENT
This Third Amendment ("Third Amendment") entered into the 12 day
of November, 1999, to be effective October 1, 1999 by and among COOKER
RESTAURANT CORPORATION, an Ohio corporation ("Borrower"), CGR
MANAGEMENT CORPORATION, a Florida corporation, FLORIDA COOKER, LP,
INC., a Florida corporation, and SOUTHERN COOKER LIMITED PARTNERSHIP,
an Ohio limited partnership, (collectively the "Co-Obligors" and
individually a "Co-Obligor"), jointly and severally, and BANK OF
AMERICA, N.A., successor to NATIONSBANK, N.A., successor to NATIONSBANK
OF TENNESSEE, N.A., a national banking association ("Bank of America")
and FIRST UNION NATIONAL BANK, a national banking association ("First
Union") (Bank of America and First Union being individually referred
to as a "Lender" and collectively referred to as the "Lenders") and
BANK OF AMERICA, N.A., successor to NATIONSBANK, N.A., successor to
NATIONSBANK OF TENNESSEE, N.A., a national banking association, as
administrative agent for the Lenders (in such capacity the "Agent").
W I T N E S S E T H
WHEREAS, on September 24, 1998, the Borrower, the Co-Obligors,
Bank of America and First Union entered into that certain Loan Agreement
which was amended by a First Amendment to Loan Agreement entered into
the 28th day of April, 1999, to be effective March 24, 1999, and a
Second Amendment to Loan Agreement dated August 31, 1999 (the "Loan
Agreement");
WHEREAS, Borrower, Co-Obligors, Bank of America and First Union
have agreed to modify certain of the covenants contained in the Loan
Agreement.
NOW, THEREFORE, as an inducement to cause Bank of America and
First Union to modify the covenants contained in the Loan Agreement and
for other good and valuable consideration, the receipt and sufficiency
of which are acknowledged, is hereby agreed as follows:
1. Capitalized terms not defined herein shall have the meaning
contained in the Loan Agreement.
2. All references in the Loan Agreement to "NationsBank" shall
be changed to "Bank of America".
3. The Loan Agreement contemplated that the Second Closing would
occur on or before March 24, 1999. The Lenders and Borrower have agreed
to extend the date for the Second Closing to December 3, 1999. Section
1 (jjj) and Section 5 (c) (ii) are amended by changing March 24, 1999
to December 3, 1999. Section 5 (d) (ii) is amended to provide that the
amortization on the Term Loans shall commence on May 1, 1999 with
payments to continue on the first day of each month thereafter. The
Borrower and Co-Obligors shall pay to Bank of America the principal
amount of $166,670 on May 1, 1999 and a like sum on the first day of
each month thereafter, plus interest on the Bank of America Term Loan as
set forth in the Bank of America Term Note. The Borrower and Co-
Obligors shall pay First Union the sum of $345,111.21 on May 1, 1999 and
a like sum on the first day of each month thereafter representing a
payment of principal and interest on the First Union Term Note. The
Exhibit 10.16 - Pg. 1
Renewal Term Loans to be closed at the Second Closing shall have
amortization periods of 76 months in the case of the First Union Renewal
Term Loan and 172 months in the case of the Bank of America Renewal Term
Loan.
4. Borrower shall pay all costs incidental to this Third
Amendment, including, but not limited to, the fees and expenses of
Lenders' counsel.
5. Borrower and Co-Obligors warrant and represent that the Loan
Documents are valid, binding and enforceable against the Borrower and
Co-Obligors according to their terms. Borrower and Co-Obligors further
acknowledge that Borrower's and Co-Obligors' obligations evidenced by
the Loan Documents are not subject to any counterclaim, defense or right
of set-off and Borrower and Co-Obligors do hereby release Lenders from
any claim, known or unknown, that Borrower and/or one or both of the Co-
Obligors may have against either or both Lenders as of the execution of
this Third Amendment.
6. As amended hereby, the Loan Agreement remains in full effect,
and all agreements among the parties with respect to the subject hereof
are represented fully in this Third Amendment and the other written
documents among the parties. The provisions of the Loan Agreement
regarding the arbitration of disputes and other general matters also
govern this Third Amendment. The validity, construction and enforcement
hereof shall be determined according to the substantive laws of the
State of Tennessee.
IN WITNESS WHEREOF, the parties have executed this Third Amendment
to be effective the day and year first above written.
Executed the date first written above.
THE UNDERSIGNED ACKNOWLEDGE A THOROUGH
UNDERSTANDING OF THE TERMS OF THIS AGREEMENT AND
AGREE TO BE BOUND THEREBY:
LENDERS:
BANK OF AMERICA, N.A., successor to
NATIONSBANK, N.A., successor to
NATIONSBANK OF TENNESSEE, N.A.
By: ___/s/ [illegible] ______________
Title:_______SVP______________________
Exhibit 10.16 - Pg. 2
FIRST UNION NATIONAL BANK
By:_____/s/ [illegible]_____________
Title:___Vice President ____________
AGENT:
BANK OF AMERICA, N.A., successor to
NATIONSBANK, N.A., successor to
NATIONSBANK OF TENNESSEE, N.A.
By:_____/s/ [illegible]_____________
Title:__________SVP_________________
BORROWER:
COOKER RESTAURANT CORPORATION,
an Ohio corporation
By:_____/s/ [illegible]_____________
Title:___VP___CFO___________________
CO-OBLIGORS:
CGR MANAGEMENT CORPORATION,
a Florida corporation
By:_____/s/ [illegible]_____________
Title:______VP______________________
FLORIDA COOKER, LP, INC.,
a Florida corporation
By:_____/s/ [illegible]_____________
Title:_______VP_____________________
Exhibit 10.16 - Pg. 3
SOUTHERN COOKER LIMITED
PARTNERSHIP, an Ohio limited
partnership
By: COOKER RESTAURANT
CORPORATION, General Partner
By:_____/s/ [illegible]_____________
Title:_______VP_____________________
Exhibit 10.16 - Pg. 4