Exhibit 10.2


 


TERM NOTE


 




	
  $750,000.00

  	
   

  	
  Minneapolis, Minnesota

  
	
   

  	
   

  	
  August 28, 2003

  






 


FOR
VALUE RECEIVED, the undersigned GRANITE CITY FOOD & BREWERY LTD., a
Minnesota corporation (the “Borrower”) hereby promises to pay to the order of
FIRST NATIONAL BANK, a national banking association (the “Bank”) at its office
at 125 West Sioux, Pierre, South Dakota, the principal sum of Seven Hundred
Fifty Thousand and no/100 Dollars ($750,000.00), in lawful money of the United
States of America and in immediately available funds, and to pay interest
(calculated on the basis of actual days elapsed and a three hundred sixty (360)
day year) on said principal sum, or the unpaid balance thereof, in like money
at said office at a fixed rate per annum equal to 6.125%.  Commencing on August 28, 2006, and on
each following three year anniversary of this Note, the fixed rate of interest
hereunder may increase or decrease and shall equal the greater of (a) 5.5% or
(b) the Prime Rate published in the Money Rates Section of The Wall Street Journal which is published
on such anniversary date or, if such anniversary date is not a business day, on
the immediately preceding business day, plus 2.0%.  The interest rate due under this Note may be above or below the
rate the Bank lends to other parties.


 


On
September 1, 2003, the Borrower shall pay all accrued interest on the
outstanding balance.  On October 1,
2003, and thereafter on the first day of each succeeding month through and
including August 27, 2010, the Borrower promises to pay equal principal
and interest installments so that each monthly payment, when taken with all
other monthly payments, shall be sufficient to fully amortize and repay the
principal amount of this Note over a 7-year term, and each monthly payment also
shall be sufficient to pay interest on the outstanding principal amount at the
applicable interest rate.  Any and all
remaining principal and accrued interest shall be paid on August 27, 2010.  All payments shall be first applied to
accrued interest and then to principal.


 


The
Borrower may, upon notice to the Bank, prepay this Note in whole or in part
with accrued interest to the date of such prepayment on the amount prepaid
together with a one percent (1%)


 

















 


prepayment
fee based on the outstanding unpaid balance of the Note at the time of the
prepayment, unless waived by the Bank, at its option.


 


In
addition to all of the other sums payable hereunder, the Borrower also agrees
to pay to the holder hereof on demand all costs and expenses (including
reasonable attorneys’ fees) which may be incurred in the enforcement of any
liability of the Borrower hereunder.  If
any payment on this Note becomes due and payable on a Saturday, Sunday, or
business holiday in the State of Minnesota, the maturity date thereof shall be
extended to the next succeeding business day.


 


This
Note is delivered pursuant to and entitled to the benefits of the Loan
Agreement dated August 28, 2003, between Borrower and Bank (the “Loan
Agreement”).  The Loan Agreement, among
other things, contains provisions for acceleration of the maturity of this Note
upon the occurrence of an Event of Default under the Loan Agreement.


 


This
Note is secured by a security agreement, an assignment of leases and rents, and
a guaranty, all dated on or after August 28, 2003.  All such documents, together with any other documents delivered
pursuant to the Loan Agreement, are referred to hereafter as the “Loan
Documents.”


 


If
any installment or payment hereunder is not paid within 10 days after the due
date thereof, the Borrower agrees to pay a late payment charge of 5% of the
installment or payment to cover the expenses of collection.


 


This
Note shall be governed by the internal laws of the State of Minnesota.  THE BORROWER HEREBY CONSENTS TO THE
EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT SITUATED IN OR
ENCOMPASSING HENNEPIN COUNTY, MINNESOTA, AND WAIVES ANY OBJECTIONS BASED ON FORUM
NON CONVENIENS WITH REGARD TO ANY ACTIONS, CLAIMS, DISPUTES OR PROCEEDINGS
RELATING TO THIS NOTE, ANY LOAN DOCUMENT, OR ANY TRANSACTIONS ARISING
THEREFROM, OR ENFORCEMENT AND/OR INTERPRETATION OF ANY OF THE FOREGOING.  Nothing herein shall affect the Bank’s right
to serve process in any manner permitted by law, or limit the Bank’s right to
bring proceedings against the Borrower in the competent courts of any other
jurisdiction or jurisdictions.


 


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THE BORROWER AND THE BANK HEREBY JOINTLY AND SEVERALLY
WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING RELATING
TO THIS NOTE, THE LOAN AGREEMENT, ANY OF THE OTHER LOAN DOCUMENTS, OR ANY
TRANSACTION ARISING HEREFROM OR CONNECTED HERETO.  THE BORROWER AND THE BANK EACH REPRESENTS TO THE OTHER THAT THIS
WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY GIVEN.


 


 


	
   

  	
  GRANITE
  CITY FOOD & BREWERY LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Steven J. Wagenheim

  	
   

  
	
   

  	
   

  	
  Steven
  J. Wagenheim

  
	
   

  	
   

  	
  Its:  President

  



 


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