Exhibit 10.1


 





FOURTH AMENDMENT TO CREDIT AGREEMENT


 


THIS FOURTH AMENDMENT
TO CREDIT AGREEMENT (this “Amendment”), dated December 9, 2019, to be effective as of September 24, 2019 (the
“Effective Date”), is by and among GOOD TIMES RESTAURANTS INC., a Nevada corporation (the “Borrower”),
the Guarantors, the Lenders and CADENCE BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the “Administrative
Agent”).


 


 


W I T N E S S E T H


 


WHEREAS, the
Borrower, the Guarantors, the Lenders and the Administrative Agent are parties to that certain Credit Agreement, dated September
8, 2016 (as amended by that certain First Amendment to Credit Agreement, dated September 11, 2017, that certain Second Amendment
to Credit Agreement, dated as of October 31, 2018, that certain Third Amendment to Credit Agreement, dated as of February 21, 2019,
and as further amended, modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”;
capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement);


 


WHEREAS, the
Loan Parties have requested that the Lenders make certain amendments to the Credit Agreement to be effective as of the Effective
Date as set forth herein; and


 


WHEREAS, the
Lenders have agreed to amend the Credit Agreement on the terms and conditions set forth herein.


 


NOW, THEREFORE,
in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as follows:


 


 


ARTICLE I


AMENDMENTS TO CREDIT AGREEMENT


 


1.1         Amendments
to “Consolidated EBITDA”.  The definition of “Consolidated EBITDA” in Section 1.01 of the Credit
Agreement is hereby amended by (A) renumbering the second clause (b)(vi) therein as (b)(vii) and (B) inserting the following new
clauses immediately after clause (b)(vii) therein:


 


(viii) charges
and expenses (including legal expenses related thereto) relating to the severance of the chief executive officer of the Borrower
and the signing and retention of the successor thereof in an aggregate amount not to exceed (A) $706,000 for the fiscal quarter
ending on September 24, 2019 and (B) $39,000 for the fiscal quarter ending on December 24, 2019, (ix) losses, charges and expenses
(including legal expenses related thereto) relating to the contemplated sale of the Equity Interests of Good Times Drive Thru Inc.
in an aggregate amount not to exceed (A) $39,570 for the fiscal quarter ending on March 26, 2019, (B) $136,899 for the fiscal quarter
ending on June 25, 2019 and (C) $67,021 for the fiscal quarter ending on September 24, 2019, and (x) fees and out-of-pocket expenses
paid in cash in connection with the Fourth Amendment in an aggregate amount not to exceed $45,000,


 






    	 	 	 



    	 



    




 


1.2         Amendment
to Section 1.01. The following definitions are hereby added to Section 1.01 of the Credit Agreement in appropriate alphabetical
order:


 


“Fourth
Amendment” means that certain Fourth Amendment to Credit Agreement dated as of the Fourth Amendment Effective Date among
the Borrower, the Guarantors, the Lenders and the Administrative Agent.


 


“Fourth
Amendment Effective Date” means September 24, 2019.


 


1.3         Amendment
to Section 2.05. Section 2.05 of the Credit Agreement is hereby amended by inserting the following new clause (d) at the
end thereof:


 


(d)       The
Commitments shall be automatically and permanently reduced by the amounts of the repayments of the outstanding principal amount
of the Loans required pursuant to Section 2.06 as of the applicable date that such repayment is required to be made.


 


1.4         Amendment
to Section 2.06. Section 2.06 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:


 


2.06       Repayment
of Loans. The Borrower shall repay to the Lenders the aggregate outstanding principal amount of the Loans in consecutive quarterly
installments equal to $250,000 on the last Business Day of each March, June, September and December, commencing on March 31, 2020.
In connection with each of the repayments required to be made herein, the Commitments shall be automatically and permanently reduced
by the corresponding amount of such repayment on the applicable date of that such repayment is required to be made. In addition
to the foregoing, the Borrower shall repay to the Lenders on the Maturity Date the aggregate principal amount of all Loans outstanding
on such date.


 


1.5         Amendment
to Section 7.06. Section 7.06 of the Credit Agreement is hereby amended by (i) deleting “and” at the end of
clause (a) therein; (ii) replacing “.” at the end of clause (b) therein with “; and”; and (iii) inserting
the following new clause (c) at the end thereof:


 


(c)       the
Borrower may make Restricted Payments in the form of repurchases or redemptions of Equity Interests of the Borrower from the former
directors and officers of the Borrower in an aggregate amount not to exceed $100,000; provided, that that (i) no Default
or Event of Default exists or shall result therefrom and (ii) the Loan Parties are in compliance with the Minimum Liquidity covenant
set forth in Section 7.11(d), determined on a pro forma basis after giving effect thereto.


 


 


ARTICLE II


CONDITIONS


 


2.1         Closing
Conditions. This Amendment shall be deemed effective as of the Effective Date upon receipt by the Administrative Agent
of:


 


(a)       a
copy of this Amendment duly executed by each of the Borrower, the Guarantors, the Administrative Agent and the Lenders; and


 






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(b)       any
fees and expenses owing to the Administrative Agent (including all reasonable fees, charges and disbursements of counsel to the
Administrative Agent) in connection with this Amendment.


 


 


ARTICLE III

MISCELLANEOUS


 


3.1         Amended
Terms. On and after the Effective Date, all references to the Credit Agreement in each of the Loan Documents shall hereafter
mean the Credit Agreement as amended by this Amendment. Except as specifically amended hereby or otherwise agreed, the Credit Agreement
is hereby ratified and confirmed and shall remain in full force and effect according to its terms.


 


3.2         Representations
and Warranties of the Loan Parties. Each of the Loan Parties represents and warrants as follows:


 


(a)       Each
Loan Party has all requisite power and authority and has taken all necessary corporate and other action to authorize the execution,
delivery and performance of this Amendment in accordance with its terms.


 


(b)       The
execution, delivery and performance by each Loan Party of this Amendment been duly authorized by all necessary corporate or other
organizational action and constitutes a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party
in accordance with its terms.


 


(c)       No
approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any
other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the
Loan Parties of this Amendment.


 


(d)       The
representations and warranties set forth in the Loan Documents are true and correct in all material respects as of the date hereof
(except for those that are qualified by materiality, which are true and correct in all respects).


 


(e)       No
event has occurred and is continuing which constitutes a Default or an Event of Default (assuming the effectiveness of this Amendment
on the Effective Date).


 


(f)       The
Collateral Documents continue to create a valid security interest in, and Lien upon, the Collateral, in favor of the Administrative
Agent, for the benefit of the Lenders, which security interests and Liens are perfected in accordance with the terms of the Collateral
Documents and prior to all Liens other than Permitted Liens.


 


(g)       The
Obligations of the Loan Parties are not reduced or modified by this Amendment and are not subject to any offsets, defenses or counterclaims.


 


3.3         Reaffirmation
of Obligations. Each Loan Party hereby ratifies the Credit Agreement and each other Loan Document and acknowledges and
reaffirms (a) that it is bound by all terms of the Credit Agreement and each other Loan Document and (b) that it is responsible
for the observance and full performance of its respective obligations under the Loan Documents.


 






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3.4         Loan
Document. This Amendment shall constitute a Loan Document under the terms of the Credit Agreement.


 


3.5         Expenses.
The Loan Parties agree to pay all reasonable costs and expenses of Administrative Agent in connection with the preparation, execution
and delivery of this Amendment, including without limitation the reasonable fees and expenses of the Administrative Agent’s
legal counsel.


 


3.6         Entirety.
This Amendment and the other Loan Documents embody the entire agreement among the parties hereto and supersede all prior agreements
and understandings, oral or written, if any, relating to the subject matter hereof.


 


3.7         Counterparts;
Telecopy. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each
of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an
executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging means (e.g., “pdf”
or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment.


 


3.8         GOVERNING
LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


3.9         Successors
and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective permitted
successors and assigns.


 


3.10       Consent
to Jurisdiction; Service of Process; Waiver of Jury Trial. The jurisdiction, services of process and waiver of jury trial
provisions set forth in Sections 11.14 and 11.15 of the Credit Agreement are hereby incorporated by reference, mutatis
mutandis.


 


[SIGNATURE
PAGES FOLLOW]


 






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IN WITNESS WHEREOF
the parties hereto have caused this Amendment to be duly executed on the date first above written.


 


	BORROWER:	GOOD TIMES RESTAURANTS INC.,	 
	 	a Nevada corporation	 
	 	 	 
	 	 	 
	 	By:	/s/ Ryan M. Zink	 
	 	Name:  Ryan M. Zink	 
	 	Title:  Treasurer and Chief Financial Officer	 


 


 


 


	GUARANTORS:	GOOD TIMES DRIVE THRU INC.,	 
	 	a Colorado corporation	 
	 	 	 
	 	 	 
	 	By:	/s/ Ryan M. Zink	 
	 	Name:  Ryan M. Zink	 
	 	Title:  Treasurer and Chief Financial Officer	 
	 	 	 	 


 


	 	BD OF COLORADO LLC,	 
	 	a Colorado limited liability company	 
	 	 	 
	 	By: GOOD TIMES RESTAURANTS INC.,	 
	 	a Nevada corporation, its manager	 


 


 


 


	 	By:	/s/ Ryan M. Zink	 
	 	Name:  Ryan M. Zink	 
	 	Title:  Treasurer and Chief Financial Officer	 


  






    	 		GOOD TIMES RESTAURANTS INC.
 FOURTH AMENDMENT



    	 	



    

  







	 	BAD DADDY’S FRANCHISE DEVELOPMENT, LLC,
	 	a North Carolina limited liability company
	 	 
	 	 	By: BAD DADDY’S INTERNATIONAL, LLC,
	 	 	a North Carolina limited liability company, its member
	 	 	 	 
	 	 	 	By: GOOD TIMES RESTAURANTS INC.,
	 	 	 	a Nevada corporation, its sole member


 


 


 


	 	By:	/s/ Ryan M. Zink
	 	Name:  Ryan M. Zink
	 	Title:  Treasurer and Chief Financial Officer


 


 


	 	 	By: GOOD TIMES RESTAURANTS INC.,
	 	 	a Nevada corporation, its member
	 	 	 


 


	 	By:	/s/ Ryan M. Zink
	 	Name:  Ryan M. Zink
	 	Title:  Treasurer and Chief Financial Officer


 


 


	 	BAD DADDY’S INTERNATIONAL, LLC,
	 	a North Carolina limited liability company
	 	 	 
	 	 	By: GOOD TIMES RESTAURANTS INC.,
	 	 	a Nevada corporation, its sole member


 


 


 


	 	By:	/s/ Ryan M. Zink
	 	Name:  Ryan M. Zink
	 	Title:  Treasurer and Chief Financial Officer


 






    	 		GOOD TIMES RESTAURANTS INC.
 FOURTH AMENDMENT



    	 	



    




 


	 	BAD DADDY’S BURGER BAR, LLC,
	 	a North Carolina limited liability company
	 	 
	 	 	By: BAD DADDY’S INTERNATIONAL, LLC,
	 	 	a North Carolina limited liability company, its sole member
	 	 	 	 
	 	 	 	By: GOOD TIMES RESTAURANTS INC.,
	 	 	 	a Nevada corporation, its sole member


 


 


	 	By:	/s/ Ryan M. Zink
	 	Name:  Ryan M. Zink
	 	Title:  Treasurer and Chief Financial Officer


 


 


	 	BAD DADDY’S BURGER BAR OF BALLANTYNE, LLC,
	 	a North Carolina limited liability company
	 	 
	 	 	By: BAD DADDY’S INTERNATIONAL, LLC,
	 	 	a North Carolina limited liability company, its sole member
	 	 	 	 
	 	 	 	By: GOOD TIMES RESTAURANTS INC.,
	 	 	 	a Nevada corporation, its sole member


 


 


	 	By:	/s/ Ryan M. Zink
	 	Name:  Ryan M. Zink
	 	Title:  Treasurer and Chief Financial Officer


 


 


	 	BAD DADDY’S BURGER BAR OF BIRKDALE, LLC,
	 	a North Carolina limited liability company
	 	 
	 	 	By: BAD DADDY’S INTERNATIONAL, LLC,
	 	 	a North Carolina limited liability company, its sole member
	 	 	 	 
	 	 	 	By: GOOD TIMES RESTAURANTS INC.,
	 	 	 	a Nevada corporation, its sole member


 


 


	 	By:	/s/ Ryan M. Zink
	 	Name:  Ryan M. Zink
	 	Title:  Treasurer and Chief Financial Officer


  






    	 		GOOD TIMES RESTAURANTS INC.
 FOURTH AMENDMENT



    	 	



    

 


	 	BAD DADDY’S BURGER BAR OF MOORESVILLE, LLC,
	 	a North Carolina limited liability company
	 	 
	 	 	By: BAD DADDY’S INTERNATIONAL, LLC,
	 	 	a North Carolina limited liability company, its sole member
	 	 	 	 
	 	 	 	By: GOOD TIMES RESTAURANTS INC.,
	 	 	 	a Nevada corporation, its sole member


 


 


	 	By:	/s/ Ryan M. Zink
	 	Name:  Ryan M. Zink
	 	Title:  Treasurer and Chief Financial Officer


  




    	 		GOOD TIMES RESTAURANTS INC.
 FOURTH AMENDMENT



    	 	



    


  


	ADMINISTRATIVE	 	 	 
	AGENT:	CADENCE BANK, NATIONAL ASSOCIATION,	 
	 	as Administrative Agent	 
	 	 	 	 
	 	By:	/s/ Josh Taylor	 
	 	Name: Josh Taylor	 
	 	Title:   Senior Vice President	 
	 	 	 	 
	 	 	 	 
	LENDERS:	CADENCE BANK, NATIONAL ASSOCIATION	 
	 	as a Lender	 
	 	 	 	 
	 	By:	/s/ Josh Taylor	 
	 	Name:  Josh Taylor	 
	 	Title:    Senior Vice President	 







 


  


GOOD
TIMES RESTAURANTS INC.
 FOURTH AMENDMENT