EX-10.2 4th Amend & Restated Line of Credit



 







Exhibit 10.2




Fourth Amended and Restated Line of Credit Promissory Note




			
	 
	$7,600,000.00
	 	Date: As of July 26, 2006






     1. FOR VALUE RECEIVED the undersigned (“Borrower”) unconditionally promises to pay to the
order of BERJAYA GROUP (CAYMAN) LIMITED, a Cayman Islands corporation (“Lender”), without setoff
and in immediately available funds, the principal amount of SEVEN MILLION SIX HUNDRED THOUSAND and
NO/100 U.S. Dollars (U.S. $7,600,000.00) or, if less, the total unpaid principal amount advanced by
Lender from time to time to or for the benefit of or at the request of Borrower, together with
interest thereon according to the terms and conditions as set forth in that certain Second Amended
and Restated Loan Agreement of March 15, 2006 between Lender and Borrower, as amended by First
Amendment to Second Amended and Restated Loan Agreement, dated as of May 8, 2006, between Lender
and Borrower, and as further amended by Second Amendment to Second Amended and Restated Loan
Agreement, dated as of even date herewith between Lender and Borrower, together with all
amendments, modifications and extensions thereof (the “Loan Agreement”). This Third Amended and
Restated Line of Credit Promissory Note (this “Note”) is subject to the terms and conditions of the
Loan Agreement; provided, however, that the Loan Agreement is expressly NOT incorporated herein
pursuant to Section 201.08(6), Florida Statutes and Rules 12B-4.052(6)(b) and (12)(h), Florida
Administrative Code. This Note amends and restates, but does not satisfy or repay, or constitute a
novation of, the Third Amended and Restated Lien of Credit Promissory Note, dated as of May 8,
2006, made by the Borrower and payable and payable to the Lender, which amended and restated the
Second Amended and Restated Line of Credit Promissory Note dated as of March 15, 2006, made by the
Borrower and payable to the Lender, which amended and restated the Amended and Restated Line of
Credit Promissory Note dated as of October 6, 2005, made by the Borrower and payable to the Lender,
which amended and restated the Line of Credit Promissory Note dated as of August 10, 2005, made by
the Borrower and payable to the Lender (the “Original Notes”) or of any Loans evidenced by the
Original Notes. The Original Notes are completely superseded by and replaced with this Note but
are attached hereto to evidence the payment of Florida documentary stamp taxes on this Note.



     2. Upon default under this Note or the Loan Agreement, Lender shall have the right to pursue
all rights and remedies available to Lender at law or in equity including, but not limited to,
those set forth in this Note, the Loan Agreement and each security agreement executed by the
Borrower in connection therewith.



     3. Borrower agrees to promptly pay, indemnify and hold harmless Lender from all state and
federal taxes of any kind and other liabilities with respect to or resulting from the execution or
delivery of this Note or advances made pursuant to this Note and/or the Loan Agreement.



     4. This Note shall be governed by, and construed under, the laws of the State of Florida.



 









 





     5. Notwithstanding any other provision contained in this Note, Lender does not intend to
charge and Borrower shall not be required to pay any amount of interest or other fees or charges
that is in excess of the maximum permitted by applicable law. Any payment in excess of such
maximum shall be refunded to Borrower or credited against principal, at the option of Lender. It
is the express intent hereof that Borrower not pay and Lender not receive, directly or indirectly,
interest in excess of that which may be lawfully paid under applicable law including the usury laws
in force in the State of Florida.



	 	 	 	 	 
	 	ROADHOUSE GRILL, INC.

 	 
	 	By:  	/s/
Ayman Sabi
 	 
	 	 	Name:  	Ayman Sabi 	 
	 	 	Title:  	Pres/CEO