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Exhibit 10.8
October 11, 1996
The Ground Round, Inc.
GR of Minn., Inc.
35 Braintree Hill Office Park
Braintree, MA 02184-9078
Gentlemen:
Reference is made to that certain Amended and Restated Credit
Agreement, dated as of September 12, 1996 (the "CREDIT AGREEMENT") among the
parties hereto. Unless otherwise defined herein, all terms defined in the Credit
Agreement be used herein as therein defined.
By their execution hereof, each of the Borrowers, the Lenders, the
Agent and the Co-Agent agree that, notwithstanding the provisions of Section
2.05(b)(ii) of the Credit Agreement, upon the receipt by the Borrowers of the
Net Cash Proceeds from the sale of the nine (9) properties set forth on Annex A
hereto to Lonestar Steakhouse & Saloon, Inc. pursuant to the terms of that
certain Contract of Sale dated June 28, 1996 (the "LONESTAR CONTRACT"),
$8,121,416 of such Net Cash Proceeds shall be applied to the prepayment of the
Term Loans comprising part of the same Borrowings, PROVIDED, that upon the sale
of any of the properties set forth on Annex B hereto pursuant to the terms of
the Lonestar Contract, the Borrower shall be permitted to retain up to
$1,798,000 of such Net Cash Proceeds for working capital purposes and, PROVIDED,
FURTHER, that if the Net Cash Proceeds from such sales of any of the properties
set forth on Annex B exceed $1,798,000, such excess Net Cash Proceeds shall be
allocated in accordance with Section 2.05(b)(ii) after giving effect to all such
sales. It is understood and agreed that the right of the Borrowers to retain
such $1,798,000 of Net Cash Proceeds is conditioned upon (i) the prior receipt
by the Lenders of $8,121,416 provided for herein, (ii) the closing of the sale
of the properties listed on Annex B hereto prior to the expiry of the Lonestar
Contract and (iii) such Net Cash Proceeds having arisen from the sale of the
properties listed on Annex B.
The Letter Agreement shall not become effective until the date on which
it shall have been executed by the Borrowers and
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the Lenders, and the Agent shall have received evidence satisfactory to it of
such execution.
This Letter Agreement shall be limited precisely as written and shall
not be deemed to be a consent granted pursuant to, or a waiver or modification
of, any other term or condition of the Credit Agreement or any of the
instruments or agreements referred to therein or to prejudice any right or
rights which the Agent or the Lenders may now have or may have in the future
under or in connection with the Credit Agreement or any of the instruments or
agreements referred to therein.
This Letter Agreement may be executed in any number of counterparts and
by the different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which when
taken together shall constitute but one and the same letter.
If you are in agreement with the foregoing, kindly sign the enclosed
counterpart of this Letter Agreement and deliver such signed counterpart (by
telecopy and by overnight delivery) to the Agent.
This Letter Agreement is intended to be performed in the State of New
York and shall be construed and is enforceable in accordance with, and shall be
governed by, the internal laws of the State of New York without regard to
principles of conflict of laws.
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IN WITNESS WHEREOF, the parties hereto have caused this Letter Agreement
to be executed by their respective officers duly authorized as the date first
above written.
THE GROUND ROUND, INC.
By: /s/ Stephen Kiel
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Name: Stephen Kiel
Title: Director, Chief Financial
Officer, Senior Vice President
and Treasurer
GR OF MINN., INC.
By: /s/ Stephen Kiel
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Name: Stephen J. Kiel
Title: Director, Vice President
and Treasurer
THE BANK OF NEW YORK,
Individually and as Agent
By: /s/ J.B. Lifton
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Name: J.B. Lifton
Title: V.P.
THE CHASE MANHATTAN BANK,
Individually and as Co-Agent
By: /s/ William J. Caggiano
-----------------------------------------
Name: William J. Caggiano
Title: Managing Director
BANK OF AMERICA ILLINOIS
By: /s/ Steve Aronowitz
-----------------------------------------
Name: Steve Aronowitz
Title: Managing Director
NBD BANK
By: /s/ Dennis Saletta
-----------------------------------------
Name: Dennis Saletta
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Alan Sidrane
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Name: Alan Sidrane
Title: First Vice President
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Consent of Guarantors
dated as of October 11, 1996
The undersigned, as the Guarantors referred to in the Credit Agreement,
each hereby consents to the execution and performance of the Letter Agreement to
which this consent is attached.
GRH OF NJ, INC.
By: /s/ Stephen Kiel
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Name: Stephen Kiel
Title: Director, Vice President
and Treasurer
GROUND ROUND HOLDINGS, INC.
By: /s/ Stephen Kiel
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Name: Stephen Kiel
Title: Director, Vice President
and Treasurer
GROUND ROUND HOLDINGS, INC.
By: /s/ Stephen Kiel
-----------------------------------------
Name: Stephen Kiel
Title: Director, Vice President
and Treasurer
GROUND ROUND RESTAURANTS, INC.
By: /s/ Stephen Kiel
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Name: Stephen Kiel
Title: Senior Vice President, Chief
Financial Officer & Treasurer
G.R. GLENDLOC, INCORPORATED
By: /s/ Robin L. Moroz
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Name: Robin L. Moroz
Title: Vice President and Secretary
GROUND ROUND OF BALTIMORE, INC.
By: /s/ Robin L. Moroz
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Name: Director, Vice President,
Assistant Secretary & Treasurer
GRXR OF BEL AIR, INC.
By: /s/ Robin L. Moroz
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Name: Robin L. Moroz
Title: Director, President and Treasurer
GRXR OF FREDERICK, INC.
By: /s/ Robin L. Moroz
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Name: Robin L. Moroz
Title: Director, President and Treasurer
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GRXR OF HAGERSTOWN, INC.
By: /s/ Robin L. Moroz
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Name: Robin L. Moroz
Title: Director, President and Treasurer
GRXR OF CHARLES COUNTY, INC.
By: /s/ Robin L. Moroz
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Name: Robin L. Moroz
Title: Director, President and Treasurer
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