EXHIBIT 10.10


 


FIRST
ALLONGE TO $2,500,000 PROJECT NOTE


 


THIS ALLONGE
TO PROJECT NOTE (hereafter the “Allonge”) is made and entered into as of the
13th day of February, 2004, between Commerce Bank & Trust Company, a
Massachusetts trust company with a principal place of business at 386 Main
Street, Worcester, Massachusetts (hereinafter “Lender”) and Boston Restaurant
Associates, Inc., a Delaware corporation with offices located in Saugus,
Massachusetts (hereinafter “Borrower”) and is firmly affixed to and made a part
of a certain Note (Consolidation) in the original principal balance of
$2,500,000 dated June 6, 2003 executed and delivered by Borrower in favor of
Lender (“Note”).


 


FOR GOOD AND
VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby
acknowledged, the Borrower and Lender hereby agree that the Note is hereby
amended as follows:


 


1.                                       Section
4a of the Note is hereby stricken and deleted and replaced with the following:


 


“a.                                 Rate


 


(1)                                  Until Conversion Date.  Until the Conversion Date, the annual rate
of interest on the outstanding principal balance shall be a continuously
variable rate equal to the sum of (i) Lender’s Base Rate (defined below), as
changed from time to time, plus (ii) the Pre-Conversion Date Applicable Margin
(as defined below).


 


(2)                                  After Conversion Date.  During the first twelve (12) months after
the Conversion Date, the annual rate of interest on the outstanding principal
balance shall be a fixed rate equal to the sum of (i) Lender’s Base Rate as of
the Conversion Date, plus (ii) the Post-Conversion Date Applicable Margin (as
defined below).  On the first
anniversary of the date of this Note (“First Adjustment Date”), the annual rate
of interest shall be changed to the sum of (i) Lender’s Base Rate as of the
First Adjustment Date, plus (ii) the Post-Conversion Date Applicable Margin (as
defined below).  The rate as thus
adjusted shall remain fixed for the year following the First Adjustment
Date.  On each anniversary of the First
Adjustment Date, the annual rate of interest again shall be changed to the sum
of (i) the Lender’s Base Rate as of the date of the adjustment, plus (ii) the
Post-Conversion Date Applicable Margin; 
the rate as thus adjusted shall remain fixed for the following year (or
in the case of the final adjustment, the following partial year preceding the
maturity date of this note).  Notwithstanding
the foregoing, the interest rate shall also change immediately upon any
change (upward or downward) in the Pre-Conversion Date Applicable Margin or
Post-Conversion Date Applicable Margin (whether or not such change in the
Pre-Conversion Date Applicable Margin or Post-Conversion Date Applicable Margin
occurs on any anniversary date).


 


(3)                                  Applicable Margins and Compliance Date.    The “Pre-Conversion Date Applicable
Margin” shall be (i) one and three-quarters


 

















 


percent (1.75%) until February 12, 2004, (ii) two and three-quarters
percent (2.75%) from February 13, 2004 until the Compliance Date, and (iii) one
and three-quarters percent (1.75%) thereafter.


 


The “Post-Conversion Date Applicable Margin”
shall be (i) two percent (2.00%) until February 12, 2004, (ii) three percent
from February 12, 2004 (3.00%) until the Compliance Date, and (iii) two percent
(2.00%) thereafter.


 


The term “Compliance Date” shall mean the
date on or after July 31, 2004 on which the Borrower delivers to the Lender a
Covenant Compliance Certificate in the form required by Section 17A(4) of the
Loan Agreement indicating in reasonable detail that the Borrower is in
compliance with the financial covenants set forth in Section 15C (Debt Service
Coverage) and Section 15E (Tangible Net Worth) and that there is no Event of
Default that has occurred and is continuing.”


 


As hereby
amended, the Note is hereby ratified and confirmed in all respects, and all
terms and provisions of the Note not amended hereby shall remain in full force
and effect.


 


WITNESS THE EXECUTION HEREOF, as an instrument under seal as of the
date first set forth above.


 


	
   

  	
  BORROWER:

  
	
   

  	
   

  
	
   

  	
  BOSTON
  RESTAURANT ASSOCIATES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LENDER:

  
	
   

  	
  COMMERCE
  BANK & TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: