EXHIBIT 10.1


 


AMENDMENT
NO. 2 TO BRIDGE LOAN AGREEMENT


 


AMENDMENT
NO. 2 TO BRIDGE LOAN AGREEMENT (“Amendment”), dated as of April 30,
2009, 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., 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”).


 


B.            All capitalized terms used in this
Amendment and not otherwise defined shall have the meanings set forth in the
Agreement.


 


C.            The parties hereto desire to extend the
date by which the Lenders are required to make additional loans to the
Borrowers.


 


In consideration of the
foregoing, the parties hereto agree as follows:


 


1.             Loans. 
The reference to “April 30, 2009” in Section 2.1 of the
Agreement is hereby replaced with “May 29, 2009.”


 


2.             Remainder of Agreement. 
Except as provided herein, the terms of the Agreement unaffected by the
Amendment shall remain in full force and effect.


 


[Signature Pages Follow]


 

















 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be executed as of the date first
above written.


 


	
  BORROWERS:

  	
  GRANITE CITY FOOD & BREWERY LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ James G. Gilbertson

  
	
   

  	
   

  	
  Name: James G. Gilbertson

  
	
   

  	
   

  	
  Its: Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
  5402 Parkdale Drive,
  Suite 101

  
	
   

  	
  Minneapolis, MN 55416

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GRANITE CITY RESTAURANT
  OPERATIONS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James G. Gilbertson

  
	
   

  	
   

  	
  Name: James G. Gilbertson

  
	
   

  	
   

  	
  Its: Chief Financial
  Officer

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
  5402 Parkdale Drive,
  Suite 101

  
	
   

  	
  Minneapolis, MN 55416

  
	
   

  	
   

  
	
   

  	
   

  
	
  ADMINISTRATIVE AGENT:

  	
  HARMONY EQUITY INCOME FUND, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eugene E. McGowan

  
	
   

  	
   

  	
  Name: Eugene E. McGowan

  
	
   

  	
   

  	
  Its: Managing Member

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
  201 S. Phillips Avenue,
  Suite 100

  
	
   

  	
  Sioux Falls, SD 57104

  



 


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  LENDERS:

  	
  HARMONY EQUITY INCOME FUND, L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eugene E. McGowan

  
	
   

  	
   

  	
  Name: Eugene E. McGowan

  
	
   

  	
   

  	
  Its: Managing Member

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
  201 S. Phillips Avenue,
  Suite 100

  
	
   

  	
  Sioux Falls, SD 57104

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HARMONY EQUITY INCOME FUND II,
  L.L.C.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eugene E. McGowan

  
	
   

  	
   

  	
  Name: Eugene E. McGowan

  
	
   

  	
   

  	
  Its: Managing Member

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
  201 S. Phillips Avenue,
  Suite 100

  
	
   

  	
  Sioux Falls, SD 57104

  



 


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