Exhibit 10.1





Exhibit 10.1



DEVELOPMENT LINE OF CREDIT AGREEMENT




THIS DEVELOPMENT LINE OF CREDIT AGREEMENT (this “Agreement”), dated as of May 5, 2010, is
entered into by and between the borrowing entities identified on Exhibit A attached hereto
(jointly and severally, the “Borrower”), DIVERSIFIED RESTAURANT HOLDINGS, INC., a Nevada
corporation, acting as “Borrowing Agent” for Borrower, and RBS CITIZENS, N.A., a national banking
association, and its successors and assigns (the “Lender”).



NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
to this Agreement agree as follows:


1. Loan Terms.




(a) Amount of Loan. Subject to the terms and conditions set forth in this Agreement,
Lender shall make a loan to Borrower in the maximum principal amount of Six Million and no/100
Dollars ($6,000,000) (the “Loan”), which is the maximum aggregate amount of DLOC Advances that may
be made and converted to a Term Loan pursuant to this Agreement. Borrower’s obligation to repay
the Loan shall be evidenced by a promissory note substantially in the form attached hereto as
Exhibit B (the “Note”). During the Draw Period, DLOC Advances will be made in accordance
with Section 2 of this Agreement. From and after the Term Loan Effective Date, no additional DLOC
Advances will be available. Notwithstanding any provision of this Agreement and the Loan Documents
to the contrary, during the Draw Period the Loan is a straight line of credit and not a revolving
line of credit and, accordingly, principal amounts paid and prepaid may not be re-borrowed or
re-advanced. The DLOC Advances will be converted to a Term Loan on the Term Loan Effective Date,
as provided in this Agreement.




(b) Maturity Date.




(i) Each DLOC Advance together with any accrued and unpaid interest shall, in the
aggregate, be converted to a Term Loan on the Term Loan Effective Date.




(ii) The Term Loan shall have a term of sixty-six (66) months from the first day of the
first month after the Term Loan Effective Date. The Term Loan shall mature and be due and
payable in full on May 5, 2017 (the “Maturity Date”).




(iii) On the Maturity Date, in addition to any required Monthly Payment, Borrower shall
also pay accrued and unpaid interest with respect to the Loan, together with any other
amounts payable under this Agreement and the other Loan Documents.




(c) Payments.




(i) Interest on each DLOC Advance shall be due and payable in arrears on the fifth
(5th) day of each month following the Closing Date. Borrower hereby authorizes
Lender to automatically deduct from any deposit account of Borrower each monthly payment of
interest and any other fees the Lender may assess Borrower from time to time pursuant to
this Agreement. If the funds in the account are insufficient to cover any payment due to
Lender, Lender will not be obligated to advance funds to cover the payment. Failure of
Lender to charge any account or to give any notice shall not affect the obligation of
Borrower to pay all amounts due hereunder or under the Note.


 


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(ii) With respect to the Term Loan, Borrower hereby authorizes Lender to automatically
deduct from any deposit account of Borrower for each Monthly Payment based upon the Term
Loan Period, payable on or before the eighth (8th) day of each month, beginning
on the eighth (8th) day of the first (1st) month following the Term
Loan Effective Date and continuing on the last day of each succeeding month thereafter (each
a “Term Loan Payment Date”) until the Maturity Date, along with any other fees the Lender
may assess Borrower from time to time pursuant to this Agreement. All outstanding payments
of interest, principal, and other sums shall be paid in full on the Maturity Date. If the
funds in the account are insufficient to cover any payment due to Lender, Lender will not be
obligated to advance funds to cover the payment. Failure of Lender to charge any account or
to give any notice shall not affect the obligation of Borrower to pay all amounts due
hereunder or under the Note.




(iii) Borrower shall pay Lender a fee in an amount equal to one-quarter percent (0.25%)
per annum on the unused portion of the Loan during the Draw Period, calculated using the
average balance of the Note, such fee to be payable quarterly in arrears on the last day of
March, June, September and December, commencing on the last day of June, 2010. Any unused
fee that has accrued and not paid shall be due and payable on the Term Loan Effective Date.




(d) Interest.




(i) Interest shall be set and accrue beginning on the first date a DLOC Advance is made
by Lender to Borrower and shall bear interest at a rate per annum equal to the sum of the
LIBOR Advantage Rate for such LA Interest Period plus the LA Margin.




(ii) Upon the Term Loan Effective Date, the principal sum outstanding on the Loan shall
bear interest at the Term Interest Rate. All computations of interest shall be computed
upon the basis of the actual number of days elapsed in a year consisting of 360 days.




(iii) Upon the occurrence of an Event of Default and while such Event of Default is
continuing, the Term Interest Rate on the Loan shall increase by five percent (5.0%) per
annum over the existing Interest Rate, compounded annually (the “Default Rate”).




(iv) Notwithstanding any provision to the contrary in this Agreement, in no event shall
the Interest Rate charged on the Loan exceed the maximum rate of interest permitted under
applicable state and/or federal usury law. Any payment of interest that would be deemed
unlawful under applicable law for any reason shall be deemed received on account of, and
will automatically be applied to reduce, the principal sum outstanding on the Loan and any
other sums (other than interest) due and payable to Lender under this Agreement, and the
provisions of this Agreement shall be deemed amended to provide for the highest rate of
interest permitted under applicable law.



(e) Use of Proceeds. Each DLOC Advance shall be used in connection with the
development and operation of Buffalo Wild Wings franchised locations and the development and
operation of Bagger Dave’s locations as follows:


 


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(i) up to seventy percent (70%) of the development cost for Buffalo Wild Wings
locations; or




(ii) up to fifty percent (50%) of the development cost for Bagger Dave’s locations; or




(iii) purchases of real estate, limited to the lesser of eighty percent (80%) of
appraised value of the said real estate or eighty percent (80%) of the purchase price of
said real estate. Any DLOC Advance related to the purchase of real estate (“Real Estate
Advance”) shall be subject to receipt of satisfactory real estate appraisals, environmental
reports, construction monitoring (including architectural inspection) (collectively, the
“Real Estate Due Diligence”) and such other items as may be required by Lender including,
but not limited to the filing of mortgages (including leasehold mortgages), in Lender’s sole
discretion



Borrower acknowledges that
appropriate documentation, as requested by Lender, may be required
prior to any DLOC Advance and that no more than twenty-five percent (25%) of the Loan shall be
apportioned to Bagger Dave’s locations. No DLOC Advance shall be used for personal, family, or
household purposes.



(f) Transaction Costs; Reimbursement of Expenses. On the Closing Date, Borrower shall
pay Lender a sum equal to all of Lender’s transaction-related expenses, including attorneys’ fees
and costs and fees for real estate evaluations, background checks, transaction related travel, any
and all required due diligence and Lender’s closing fee, all of which will be in addition to any
commitment or related fees due to Lender. In addition, Borrower shall reimburse Lender for all
fees, costs and expenses incurred by Lender in connection with the exercise of Lender’s rights and
duties under this Agreement and the other Loan Documents, the preservation and protection of the
Collateral, and the enforcement or attempted enforcement of Borrower’s obligations under the Loan
Documents, including, without limitation, attorneys’ fees. Further, Borrower shall reimburse
Lender for all trustee, receiver and property manager fees and commissions and all costs, expenses
and charges incurred by those parties in connection with this Agreement, the other Loan Documents,
and the Collateral. Unless specified otherwise in this Section, all of Lender’s costs, expenses
and charges (collectively, the “Reimbursement Expenses”) shall be payable by Borrower to Lender
within five (5) days after demand from Lender and, if not paid when due, shall accrue interest at
the Default Rate. The Reimbursement Expenses shall be Obligations under this Agreement and shall
be secured by the Lien of this Agreement and the Security Agreement.



(g) Right of Lender to Make DLOC Advance. At the sole option of Lender, and
regardless of whether or not required conditions precedent have been satisfied, Lender may disburse
a DLOC Advance to itself to pay any interest, fees, costs, expenses, and other amounts from time to
time due and payable to Lender pursuant to the Loan Documents. In no event shall Lender have any
obligation to make such disbursements. The making of any such DLOC Advance by Lender to itself
shall not be a cure or waiver of any Event of Default of Borrower under the Loan Documents.



2. Conditions to DLOC Advances. The obligation of Lender to make a DLOC Advance is subject
to the satisfaction of each of the following conditions, unless waived in writing by Lender, as
determined in its sole and absolute discretion:


 


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(a) No Default; Representations. At the time of the request for a DLOC Advance and at
the time the DLOC Advance is to be made, no Event of Default under any of the Loan Documents shall
have occurred and be continuing or would occur as a result of the making of such DLOC Advance. At
the time of the request for the DLOC Advance and at the time the DLOC Advance is to be made, all
representations and warranties of the Borrower and Guarantor in the Loan Documents shall be true,
correct and complete.



(b) Payment of Costs, Expenses and Fees. All costs, expenses and fees to be paid by
Borrower under the Loan Documents on or before the date of the DLOC Advance will have been paid in
full to Lender.



(c) No Material Adverse Effect. Lender shall have determined, in its sole judgment,
that there has been no Material Adverse Effect on the financial condition or prospects of the
Borrower, any Guarantor, the Business or the Property. “Material Adverse Effect” is defined as a
change which (a) materially impairs or is reasonably expected to impair the ability of Borrower or
Guarantor to pay and perform their obligations under the Loan Documents to which they are a party;
or (b) materially impairs or is reasonably expected to materially impair the ability of Lender to
enforce its rights and remedies under any Loan Document; or (c) has or is reasonably expected to
have any material adverse effect on the Collateral, the lien of Lender in such Collateral or the
priority of such lien; or (d) is prejudicial to any Business, operations or financial condition of
the Borrower or any Guarantor.



(d) Borrower Delivery Requirements for each DLOC Advance. In order to request a DLOC
Advance, Borrower Borrowing Agent shall deliver to Lender the “Request for DLOC Advance and
Compliance Certificate” attached as Exhibit C (“DLOC Request”) printed on Borrower’s
letterhead with the amount of the DLOC Advance being requested, the intended use, Borrower’s loan
number and the identification of the Borrower’s contact in connection with the DLOC Advance,
including his/her office phone number along with invoices to support the requested amount and to
insure that the requested DLOC Advance will meet the advance limitations described in Section 1(e).
For purposes of the written request, cellular phone numbers for the contact person are not in
compliance with Lender’s requirements. In addition, the Borrower shall provide full and complete
account information where Lender shall deposit the DLOC Advance if such account is different than
the account from which Borrower’s automatic payments are made to Lender.



So long as the above conditions in Sections 2(a) through 2(d) are satisfied on or before Noon
(central standard time) on a business day, the DLOC Advance for approved invoices will be funded no
later than the next business day, except for in the case of a Real Estate Advance in which case,
the Lender shall have a reasonable time to fund the Real Estate Advance following receipt of
satisfactory Real Estate Due Diligence. Borrower may not request more than five (5) DLOC Advances
in any calendar month. There is no minimum amount required to be requested. In no event shall the
amount of the collective DLOC Advances exceed the amount of the Loan. Each DLOC Advance will be
deposited into the Borrower’s or Borrowing Agent’s account identified in Section 2(d) above.



3. Prepayment. Borrower may, at any time during the term of the Loan, prepay all of the
outstanding principal of the Loan in full, but not in part. Concurrently with such prepayment in
full, Borrower shall pay all accrued interest on such principal amount being prepaid as of the date
of prepayment, any other amounts payable under this Agreement and an amount equal to any breakage
costs incurred in connection with the termination of any interest rate swap agreement, interest
rate cap agreement and interest rate collar agreement, or any other
agreement or arrangement entered into between Borrower and Lender and designed to protect Borrower
against fluctuations in interest rates or currency exchange rates.


 


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4. Representations and Warranties. Borrower hereby warrants and represents to Lender on
the Closing Date, at the time a DLOC Advance is made, and upon the Term Loan Effective Date, the
following:



(a) Organization and Qualification. Borrower is duly organized, validly existing and
in good standing under the laws of the state in which it was incorporated, has the power and
authority to carry on its business and to enter into and perform all documents relating to this
transaction, and is qualified and licensed to do business in each jurisdiction in which such
qualification or licensing is required. All information provided to Lender with respect to
Borrower and its operations is true and correct.



(b) Due Authorization. The execution, delivery and performance by Borrower, and
Guarantor as applicable, of the Loan Documents (i) have been duly authorized by all necessary
company action, (ii) do not contravene any law, regulation, ordinance, order, or decree of any
Governmental Authority, (iii) do not contravene any provision of the Organizational Documents of
Borrower, (iv) do not violate any agreement or instrument by which Borrower is bound (with the
permitted exception of the AMC Grand Blanc, Inc. lease), and (v) will not result in the creation of
a Lien on any assets of Borrower except the Lien granted to Lender pursuant to this Agreement and
the Security Agreement. Borrower has duly executed and delivered to Lender the Loan Documents and
they are valid and binding obligations of Borrower enforceable according to their respective terms,
except as they may be limited by equitable principles and by bankruptcy, insolvency or similar laws
affecting the rights of creditors generally. No notice to, or consent by, any Governmental
Authority is needed in connection with this transaction.



(c) Guaranty Agreement. Each Guarantor has duly executed and delivered to Lender a
Guaranty Agreement (the “Guaranty”) and it is a valid and binding obligation of each Guarantor
enforceable according to its terms, except as limited by equitable principles and by bankruptcy,
insolvency or similar laws affecting the rights of creditors generally. Borrower further represents
that it will provide notice to Lender of any event resulting in the emergence of a Future Guarantor
and Borrower shall direct such Guarantor to execute and deliver to Lender a Guaranty.



(d) Litigation. Except as set forth in Schedule 4(d), there is no claim, litigation,
proceeding, investigation or inquiry, administrative or judicial, pending or threatened against or
affecting Borrower or its shareholders, officers, Properties or assets that is an uninsured claim.



(e) Business. Borrower is not a party to or subject to any agreement or restriction
that may have a Material Adverse Effect on Borrower’s Business, Property to prospects.



(f) Licenses, etc. Borrower has obtained any and all licenses, permits, franchises,
authorizations from each Governmental Authority, patents, trademarks, copyrights or other rights
necessary for the ownership of the Property and the advantageous conduct of its Business. Borrower
possesses adequate licenses, patents, patent applications, copyrights, trademarks, trademark
applications, and trade names to continue to conduct its business as heretofore conducted by it,
without any conflict with the rights of any other person or entity. All of the foregoing is in
full force and effect and none of the foregoing are in known conflict with the rights of others.


 


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(g) Laws and Taxes. Borrower is in material compliance with all laws, regulations,
rulings, orders, injunctions, decrees, conditions or other requirements applicable to or imposed
upon Borrower by any law or by any Governmental Authority, court or agency. Borrower has filed all
required tax returns and reports that are now required to be filed by it in connection with any
federal, state and local tax, duty or charge levied, assessed or imposed upon Borrower or its
assets, including unemployment, social security, and real estate taxes. Borrower has paid all
taxes which are now due and payable. No taxing authority has asserted or assessed any additional
tax liabilities against Borrower which are outstanding on this date.



(h) Title. Borrower has good and marketable title to the assets reflected on the most
recent balance sheet submitted to Lender prior to the Closing Date and the Collateral, free and
clear from all liens and encumbrances of any kind, except for (collectively, the “Permitted Liens”)
(a) current taxes and assessments not yet due and payable, (b) liens and encumbrances, if any,
reflected or noted on such balance sheet submitted to Lender prior to the Closing Date or notes
thereto, (c) assets disposed of in the ordinary course of business, (d) any security interests,
pledges, assignments or mortgages granted to Lender to secure the repayment or performance of the
Obligations; (e) pledges and deposits of money securing statutory obligations under workmen’s
compensation, unemployment insurance, social security or public liability laws or similar
legislation (excluding liens under ERISA); (f) pledges or deposits of money securing bids, tenders,
contracts (other than contracts for the payment of money) or leases to which Borrower is a party as
lessee made in the ordinary course of business; (g) inchoate and unperfected workers, mechanics’ or
similar Liens arising in the ordinary course of business; and (h) the liens and encumbrances listed
on Schedule 3(h).



(i) Subsidiaries and Partnerships. Except as set forth on Schedule 4(i),
Borrower has no Subsidiaries and is not a party to any partnership agreement or joint venture
agreement.



(j) Defaults. Borrower is in compliance with all Franchise Agreements, Lease
Agreements, and other material agreements applicable to it and the Property and Collateral and
there does not now exist any default or violation of or under any of the terms, conditions or
obligations of (a) its Organizational Documents, or (b) any indenture, mortgage, deed of trust,
franchise, lease, permit, contract agreement or other instrument to which Borrower is a party or by
which it is bound, and the consummation of the transactions contemplated hereunder will not result
in such default or violation.



(k) ERISA. Borrower and all individuals or entities who along with Borrower would be
treated as a single employer under ERISA or the Internal Revenue Code of 1986, as amended (an
“ERISA Affiliate”), are in compliance with all of their obligations to contribute to any “employee
benefit plan” as that term is defined in Section 3(3) of the Employee Retirement Income Security
Act of 1974, and any regulations promulgated thereunder from time to time (“ERISA”). Borrower and
each of its ERISA Affiliates are in full compliance with ERISA, and there exists no event described
in Section 4043(b) thereof (“Reportable Event”).



(l) Insurance. Borrower has obtained, shall maintain or cause to be maintained at all
times, insurance for Borrower, the Property, the Business and Collateral as set forth in Section
5(b) of this Agreement.



(m) Environmental Laws. Borrower,
its Business operations (including, but not limited
to, the business and franchises) and its assets (including, but not limited to the Collateral, the
Business and the Property) are and shall be in compliance with all Environmental Laws.
“Environmental Laws” means all present and future federal, state and local laws


 


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(including common law) and ordinances and rules, regulations, requirements, orders,
directives, injunctions and decrees of any Governmental Authority, relating to Hazardous Materials
or the protection of public and worker health and safety or the environment in the jurisdictions
where the Properties are located or where any Hazardous Materials used, generated or disposed of
with respect to the Properties by Borrower are located. “Hazardous Materials” means any substance,
material or waste that is classified, regulated or otherwise characterized under any Environmental
Law as hazardous, toxic, a contaminant or a pollutant or by other words of similar meaning or
regulatory effect, including petroleum or any fraction thereof, asbestos, polychlorinated biphenyls
and radioactive substances.



(n) Financial Statements. Borrower represents that all financial statements provided
to Lender, either prior to or contemporaneously herewith, are true, correct and complete in all
material respects, and that there has been no material adverse change in the financial condition or
prospects of Borrower, any Guarantor or the Business since the date of such financial statements.
Borrower shall provide to Lender any and all additional financial information and materials as
Lender may request concerning Borrower, the Guarantor, the Collateral, the Property or the
Business, all of which shall be in form and substance satisfactory to Lender in all respects. All
of the financial statements and other information and materials delivered or caused to be delivered
by Borrower to Lender have been and shall be prepared in accordance with GAAP and shall be accurate
and complete in all respects.



(o) Persons with Disabilities; Accessibility. The Collateral and the Property
presently do, and the Collateral and Property at all times shall, strictly comply to the extent
applicable with the requirements of the Americans with Disabilities Act of 1990 as may be amended,
all state and local laws and ordinances related to accessibility for persons with disabilities and
all rules, regulations, and orders issued pursuant thereto including, without limitation, the
Americans with Disabilities Act Accessibility Guidelines for Buildings and Facilities
(collectively, “Access Laws”). Notwithstanding any provisions set forth herein or in any other
document regarding Lender’s approval of alterations of the Property, Borrower shall not alter the
Property in any manner which would increase Borrower’s responsibilities for compliance with the
applicable Access Laws without the prior written approval of Lender. The foregoing shall apply to
tenant improvements constructed by Borrower or by any of their tenants. Lender may condition any
such approval upon receipt of a certificate of Access Law compliance from an architect, engineer or
other person acceptable to Lender. Further, Borrower agrees to give prompt written notice to
Lender of the receipt by Borrower of any complaints related to violation of any Access Laws and of
the commencement of any proceedings or investigations which relate to compliance with applicable
Access Laws.



(p) Lease Agreements and Franchise Agreements. The Lease Agreements and the Franchise
Agreements each have an initial term, without exercised options, greater than or equal to the term
of the Loan, except as identified on Schedule 4(p). Borrower agrees to seek the prior
consent of Lender prior to choosing not to exercise an available option to extend a Lease Agreement
or Franchise Agreement.



The representations and warranties contained in this Section 4 are true, correct and complete in
all material respects, and do not contain any untrue statement of a material fact or omit to state
any material fact necessary to make such representation or warranty not misleading.



5. Affirmative Covenants. Borrower covenants with, and represents and warrants to, Lender
that, from and after the execution date of this Agreement until the Obligations are paid and
satisfied in full:


 


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(a) Financial Statements.




(i) Borrower will maintain a standard and modern system for accounting in accordance
with GAAP and will prepare and furnish to lender:




(1) within one hundred twenty (120) days after each fiscal year end, audited
consolidating and consolidated year-end financial statements for Borrower and any
Affiliates prepared by an independent certified public accountant in accordance with
GAAP (subject to standard exceptions) in the United States, consistently applied, in
form and substance reasonably satisfactory to Lender, along with a Compliance
Certificate, the form of which is attached hereto as Exhibit C;




(2) within sixty (60) days after each quarter end, compiled quarterly financial
statements for Borrower and any Affiliates prepared in accordance with GAAP (subject
to standard exceptions) in the United States, consistently applied, including
year-to-date financial results, and comparisons to the previous year’s financial
results for such period, in form and substance reasonably satisfactory to Lender,
together with a Compliance Certificate, the form of which is attached hereto as
Exhibit C;




(3) within sixty (60) days after each quarter end, individual Property store
sales reports;




(4) within thirty (30) days after filing but no later than October 31 of any
year, copies of federal tax returns filed by the Personal Guarantor, along with a
personal financial statement in form and substance reasonably acceptable to Lender
for such Personal Guarantor.




(ii) Borrower shall give representatives of Lender access to its books and records at
all reasonable times, including permission to examine, copy and make abstracts from any such
books and records and such other information which might be helpful to Lender in evaluating
the status of the Loan as it may reasonably request from time to time.




(iii) If at any time Borrower has any subsidiaries which have financial statements that
could be consolidated with those of Borrower under GAAP, the financial statements required
above shall be the financial statements of Borrower and all such subsidiaries prepared on a
consolidated and consolidating basis.




(b) Insurance. At its own expense, Borrower shall obtain and maintain:




(i) insurance against (a) loss, destruction or damage to its Property and Business of
the kinds included within the classification “All Risks of Physical Loss” and such insurance
shall be maintained in an amount which, after the application of any deductible, shall be
equal to the full insurable value of the Property and the tangible Collateral. The term
“full insurable value” shall mean the actual replacement cost of the Property and the
Collateral (without taking into account any depreciation, and exclusive of excavations,
footings and foundations, landscaping and paving) determined annually by an insurer, a
recognized independent insurance broker or an independent appraiser selected by Lender and
paid by Borrower. Such All Risks of Physical Loss insurance


 


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shall also include business interruption coverage for a minimum twelve (12) months’
loss of income, including coverage for all amounts due under the Note with the Lender named
as a loss payee with respect to those payments, (b) Commercial General Liability insurance
covering bodily injury, death, property damage, products liability and liability from the
sale of liquor, beer or wine (if applicable) in such amounts as are generally available at
commercially reasonable premiums and are generally required by institutional lenders for
businesses and assets comparable to the Property, Business and Collateral but in any event
for a combined single limit of at least $1,000,000.00 per occurrence, and $3,000,000.00 in
the aggregate, (c) statutory workers’ compensation insurance with respect to any work in
connection with the Property and Business or on or about the Collateral and Property, (d) if
any Property is in an area identified by the Federal Emergency Management Agency as having
special flood hazards, flood insurance in an amount equal to the full insurable value or the
maximum limit of coverage available for the Collateral and the Property under the National
Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, or the National
Flood Insurance Reform Act of 1994, as each may be amended from time to time, and (e) if any
Property is in an area subject to earthquakes, earthquake insurance equal to the full
insurable value of the Property. All such policies shall (i) be issued by financially sound
and reputable insurers with a rating of at least “A” or better by both Standard & Poor’s
Ratings Service and Moody’s Investors Service (or such other credit rating agencies as may
be designated by Lender) or a general policy rating of “A-” or better and a financial class
of VIII or better by A.M. Best Company, Inc., (ii) if required, name Lender as a “loss
payee”, “additional insured” or “mortgagee”, as applicable, and (iii) shall provide for
thirty (30) days prior written notice to Lender before such policy is altered, canceled or
terminated. All of the insurance policies required hereby shall be evidenced by one or more
Certificates of Insurance delivered to Lender by Borrower on or before the Closing Date and
at such other times as Lender may request from time to time.




(ii) any and all other insurance required under any of Borrower’s Franchise Agreements
and Lease Agreements.



(c) Taxes. Borrower shall pay when due all taxes, assessments and other governmental
charges imposed upon it or its assets, franchises, business, income or profits before any penalty
or interest accrues thereon, and all claims (including, without limitation, claims for labor,
services, materials and supplies) for sums which by law might be a lien or charge upon any of its
assets, provided that (unless any material item or property would be lost, forfeited or materially
damaged as a result thereof) no such charge or claim need be paid if it is being diligently
contested in good faith, if Lender is notified in advance of such contest and if Borrower
establishes an adequate reserve or other appropriate provision required by GAAP and deposits with
Lender cash or bond in an amount acceptable to Lender.



(d) Compliance with Laws. Borrower shall comply with all federal, state and local
laws, regulations and orders applicable to Borrower or its assets including but not limited to all
environmental laws, in all respects material to Borrower’s Business, assets or prospects and shall
immediately notify Lender of any violation of any rule, regulation, statute, ordinance, order or
law relating to the public health or the environment and of any complaint or notifications received
by Borrower regarding any environmental or safety and health rule, regulation, statute, ordinance
or law. Borrower shall obtain and maintain any and all licenses, permits, franchises,
authorizations from Governmental Authorities, patents, trademarks, copyrights or other rights
necessary for the ownership of its Property and the advantageous conduct of its Business and as may
be required from time to time by applicable law.


 


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(e) Renewal of Lease Agreements and Franchise Agreements. Borrower agrees to take all
actions necessary to renew the Lease Agreements and Franchise Agreements that may require renewal
during the term of the Loan or enter into a comparable lease in the franchise territory, including,
but not limited to those identified on Schedule 4(p).



(f) Other Amounts Deemed Loans. If Borrower fails to pay any tax, assessment,
governmental charge or levy or to maintain insurance within the time permitted or required by this
Agreement, or to discharge any Lien prohibited hereby, or to comply with any other Obligation,
Lender may, but shall not be obligated to, pay, satisfy, discharge or bond the same for the account
of Borrower. To the extent permitted by law and at the option of Lender, all monies so paid by
Lender on behalf of Borrower shall be deemed Obligations and Borrower’s payments under this
Agreement may be increased to provide for payment of such Obligations plus interest thereon.



(g) Inspection Rights. Upon reasonable notice during customary business hours, Lender
or its duly authorized representative shall have the right to visit all the facilities of Borrower,
meet with managers and inspect all records and files relevant to the operation of the Business,
subject to the following limitations:




(i) Lender may conduct such inspection only one time in any twelve (12) month period
unless there is an Event of Default, in which case, the Lender has the right to conduct an
unlimited number of inspections; and




(ii) the costs of such inspection shall be borne equally between Borrower and Lender;
unless the inspections occur during an Event of Default, in which case the entire cost of
such inspections shall be borne by the Borrower.



(h) Death or Permanent Disability of Operator. Upon the death or permanent disability
of Operator (and the inability of Borrower to obtain Lender’s approval of a suitable replacement
within ninety (90) days of the event of death or disability), Lender shall have the option to
require Borrower to pay all outstanding principal, interest and any other amounts due Lender
pursuant to the Obligations.



(i) Operating Accounts. Except for the Florida Entities, Borrower and all Entity
Guarantors shall maintain with Lender each of their primary operating and store deposit accounts,
so long as Lender has a branch within five (5) miles of such store, and at the option of Lender,
shall enter into agreements permitting the Lender to deposit all advances made hereunder and debit
all fees, charges and expenses in respect of the Obligations.



(j) Further Assurances. Borrower shall execute, acknowledge and deliver, or cause to
be executed, acknowledged or delivered, any and all such further assurances and other agreements or
instruments, and take or cause to be taken all such other action, as shall be reasonably necessary
from time to time to give full effect to the Loan Documents and the transactions contemplated
thereby. In connection with any assignment or transfer of all or any portion of the Obligations or
Collateral by Lender to any other person or entity, and such other person or entity shall thereupon
become vested with all the rights in respect of such Obligations or Collateral, Borrower agrees to
execute, acknowledge and deliver or cause to be executed, acknowledged and delivered any and all
other agreements, documents or instruments requested by Lender and/or its assignee or transferee.


 


10









 





6. Negative Covenants. Borrower covenants with, and represents and warrants to, Lender
that, from and after the execution date of this Agreement until the Obligations are paid and
satisfied in full:



(a) Limitation on Liens. Borrower will not create or suffer to exist any Lien in
respect of any property of any character of Borrower including, but not limited to, the Collateral
(whether owned on the date hereof or hereafter acquired) except for Permitted Liens.



(b) Limitation on Transactions. Borrower may enter into transactions so long as they
are with members of the Borrower, a Guarantor or any Affiliate or with officers, shareholders, or
management employees of a Borrower, Guarantor, or any Affiliate, so long as payments under any such
transaction are subordinate to the payments due to Lender under the Loan Documents.



(c) Limitation on Investments. Borrower will not form or acquire any Subsidiary or
acquire any interest in any business enterprise other than the Business.



(d) Limitation on Borrower’s Consolidation, Merger and Sales. Borrower will not sell,
lease, assign, or transfer all, substantially all or any material portion of the assets of
Borrower, or enter into or approve any liquidation, dissolution, combination, consolidation or
merger involving Borrower, or any reclassification or recapitalization of Borrower.



(e) Limitation on Disposition of Assets. Borrower will not sell or otherwise dispose
of any assets (other than the sale of inventory in the ordinary course of business and the
disposition of obsolete or inoperable equipment) of Borrower unless the following conditions are
satisfied: (i) the assets are sold at fair value, (ii) the assets are obsolete or are not
necessary to operate the Business, (iii) the proceeds from the sale or disposition are one hundred
percent (100%) in cash, and (iv) the proceeds are, within ten (10) days of receipt, applied, with
Lender’s written approval, to permanently reduce the amount outstanding on the Note or are
reinvested in assets used in the Business.



(f) Change in the Business. Borrower will not authorize, approve or otherwise change
in any substantive way the Business of Borrower.



(g) Limitation on Distributions. Borrower shall not distribute any Excess Cash to the
shareholders of Borrower, as shareholders, if:




(i) any Event of Default has occurred and is continuing;




(ii) any due and payable payment required to be made by Borrower to Lender under this
Agreement is outstanding;




(iii) there were any overdue payments required to be made by Borrower to Lender within
the twelve (12) month period immediately preceding the proposed date of distribution,
regardless of whether Lender declared an Event of Default;




(iv) Borrower is not in strict compliance with all obligations and covenants contained
in this Agreement; or




(v) the distribution would reduce Borrower’s liquidity to an extent that could be
reasonably expected to damage the day-to-day operations of Borrower.


 


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(h) Limitations on Development. Neither Borrower, Guarantor nor any Affiliate of
Borrower or Guarantor shall develop any other Business locations (signing a lease agreement or
franchise agreement or acquiring the property on which a Business will be located) without Lender’s
consent, if:




(i) any Event of Default has occurred and is continuing;




(iii) Borrower is not in strict compliance with all obligations and covenants contained
in this Agreement; or




(iv) the distribution would reduce Borrower’s liquidity to an extent that could be
reasonably expected to damage the day-to-day operations of Borrower.



(i) Limitation on Payment of Management Expenses. Borrower shall not pay any
Management Expenses unless (a) each Property is open for business to the general public and (b)
Borrower is current on all of its payments and other obligations to Lender.



(j) Limitation on Indebtedness. Borrower will not create, assume, incur, or suffer to
exist any Indebtedness other than liabilities incurred by Borrower in the ordinary course of
conducting its business and loans related to the acquisition of real estate located at 2055
Badlands Dr., Brandon, Florida in an amount not to exceed Two Million Five Hundred
Seventy-ThreeThousand and Sixty Dollars ($2,573,060.00).



(k) Margin Securities. No amount advanced to Borrower under the Note shall be used
for the purpose of purchasing or carrying any “margin stock” or “margin security,” as such terms
are used in Regulations U and X of the Board of Governors of the Federal Reserve System, 12 CFR 221
and 224.



7. Financial Covenants.



(a) Debt Service Coverage Ratio. Borrower shall cause to be maintained as of the end
of each fiscal quarter a Debt Service Coverage Ratio for the trailing twelve (12) month period of
greater than or equal to 1.20 to 1.0.



(b) Lease Adjusted Leverage Ratio (tested on a quarterly basis). Borrower shall not
cause the Lease Adjusted Leverage Ratio of Borrower on a consolidated basis to be greater than the
Applicable Ratio, said ratio to be tested on a quarterly basis for the trailing twelve (12) month
period. “Applicable Ratio” shall mean 5.75:1.00 for calculations made on or before December 31,
2010; 5.50:1.00 for calculations made on or before December 31, 2011; and 5.00:1.00 for
calculations made thereafter.



(c) Lease Adjusted Leverage Ratio (tested at the time of each DLOC Advance). Borrower
shall not cause the Lease Adjusted Leverage Ratio of Borrower on a consolidated basis to be greater
than the Applicable Ratio, said ratio to be tested on a quarterly basis for the trailing twelve
(12) month period. “Applicable Ratio” shall mean 5.25:1.00 for calculations made on or before
December 31, 2010; 5.00:1.00 for calculations made on or before December 31, 2011; and 4.50:1.00
for calculations made thereafter.



(d) Adjustments for New Businesses. The Debt Service Coverage Ratio and the Lease
Adjusted Leverage Ratio will be modified so that calculation of such ratios will not include
results from Businesses open for a period of less than 12 months. In addition all figures for
Businesses in their second year of operation will be adjusted so that such figures are tested
on annualized basis rather than a trailing twelve (12) month basis.


 


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8. Events of Default. Upon the occurrence of any of the following events (each, an “Event
of Default”), Borrower hereby agrees to refuse any payment under an Inter-Affiliate Loan, and
Lender may, at its option, without any demand or notice whatsoever, declare the Note and all
Obligations to be fully due and payable in their aggregate amount, together with accrued interest
and all prepayment premiums, fees, and charges applicable thereto:



(a) Except as otherwise provided in this Agreement, any failure to make any payment when due
of principal or accrued interest under this Agreement, the Note or any other Obligation and such
nonpayment remains uncured for a period of ten (10) days thereafter;



(b) Any representation or warranty of Borrower, or Guarantor as applicable, set forth in this
Agreement, the Loan Documents or in any agreement, instrument, document, certificate or financial
statement evidencing, guarantying, securing or otherwise related to, this Agreement or any other
Obligation is materially inaccurate or misleading;



(c) Borrower fails to observe or perform any other term or condition of this Agreement, the
Loan Documents or any other term or condition set forth in any agreement, instrument, document,
certificate or financial statement evidencing, guarantying or otherwise related to this Agreement,
the Loan Documents or any other Obligation, or Borrower otherwise defaults in the observance or
performance of any covenant or agreement set forth in any of the foregoing for a period of thirty
(30) days after notice to Borrower of such failure or default;



(d) An Event of Default occurs under the Security Agreement, the Guaranty or any other Loan
Document;



(e) The death, permanent disability, legal incompetence or dissolution of any Borrower,
Operator or of any Guarantor of the Obligations (and the inability of Borrower to obtain Lender’s
approval of a suitable replacement within ninety (90) days of the event of death or disability), or
the merger or consolidation of any of the foregoing with a third party, or the lease, sale or other
conveyance of a material part of the assets or business of any of the foregoing to a third party
outside the ordinary course of its business, or the lease, purchase or other acquisition of a
material part of the assets or business of a third party by any of the foregoing;



(f) The occurrence of any event that causes a Material Adverse Effect on Borrower’s or
Guarantors’ business operations (including, but not limited to, the Businesses), financial
condition, assets or Collateral;



(g) The creation of any Lien (except a lien to Lender and the Permitted Liens) on, the
institution of any garnishment proceedings by attachment, levy or otherwise against, the entry of a
judgment against, or the seizure of, any of the property of Borrower or any Guarantor hereof
including, without limitation, the Collateral for a period of thirty (30) days after notice of such
default to Borrower;



(h) A commencement by Borrower or any Guarantor of the Obligations of a voluntary case under
any applicable bankruptcy, insolvency or other similar law now or hereafter in effect; or the entry
of a decree or order for relief in respect of Borrower or any Guarantor of the Obligations in a
case under any such law or appointing a receiver, liquidator, assignee,



 


13









 






custodian, trustee, sequestrator (or other similar official) of Borrower or any Guarantor of
the Obligations, or for any substantial part of the property of Borrower or any Guarantor of the
Obligations, or ordering the wind-up or liquidation of the affairs of Borrower or any Guarantor of
the Obligations; or the filing of a petition initiating an involuntary case in which Borrower or
any Guarantor is the debtor under any such bankruptcy, insolvency or similar law; or the making by
Borrower or any Guarantor of the Obligations of any general assignment for the benefit of
creditors; or the failure of Borrower or any Guarantor of the Obligations generally to pay its
debts as such debts become due; or the taking of action by Borrower or any Guarantor of the
Obligations in furtherance of any of the foregoing;



(i) Any sale, conveyance or transfer of any rights in the Collateral securing the Obligations,
or any destruction, loss or damage of or to any material portion of the Collateral;



(j) The occurrence of a default or an event of default under one or more of the Franchise
Agreements or Lease Agreements or any other material agreement to which Borrower is a party for a
period of thirty (30) days after notice of such default to Borrower; or



(k) The occurrence of any Event of Default beyond any applicable grace or cure period under
any loan agreement and loan documents evidencing and/or securing any of the Obligations owed by
Borrower, an Affiliate or any Guarantor to Lender.



9. Remedies. In addition to any other remedy permitted by law, Lender may at any time
after the occurrence and during the continuance of an Event of Default, without notice, apply the
Collateral to the Note or such other Obligations, whether due or not, and Lender may, at its
option, proceed to enforce and protect its rights by an action at law or in equity or by any other
appropriate proceedings; provided that the Note and the Obligations shall be accelerated
automatically and immediately if the Event of Default arises under Section 8(i) above. Borrower
shall pay all costs of collection incurred by Lender, including its reasonable attorney’s fees, if
this Agreement is referred to an attorney for collection, whether or not payment is obtained before
entry of judgment, which costs and fees are Obligations secured by the Collateral.



Lender’s rights and remedies hereunder are cumulative, and may be exercised together,
separately, and in any order. No delay on the part of Lender in the exercise of any such right or
remedy shall operate as a waiver. No single or partial exercise by Lender of any right or remedy
shall preclude any other further exercise of it or the exercise of any other right or remedy. No
waiver or indulgence by Lender of any Event of Default is effective unless in writing and signed by
Lender, nor shall a waiver on one occasion be construed as a waiver of any other occurrence in the
future.



10. Miscellaneous.




(a) Surveys and Environmental Reports. Intentionally omitted.



(b) Entire Agreement. This Agreement constitutes the complete and exclusive agreement
and understanding between Lender and Borrower, and supersedes all prior agreements and
understandings relating to the subject matter hereof. No usage of trade, course of performance, or
course of dealing evidence may be used by a party to contradict, explain, supplement, or otherwise
affect this Agreement, and no extrinsic evidence may be used by a party to resolve or introduce an
ambiguity in the Agreement.


 


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(c) Severability. The declaration of invalidity of any provision of this Agreement
shall not affect any part of the remainder of the provisions.



(d) Assignment. Borrower may not assign any of its rights, remedies or obligations
described in this Agreement without the prior written consent of Lender, which consent may be
withheld in Lender’s sole discretion. Lender may assign some or all of its rights and remedies
described in this Agreement without notice to, or prior consent from, Borrower.



(e) Waiver of Borrower. Borrower, and any Guarantor hereof, hereby waives demand,
presentment, protest and notice of dishonor, notice of protest and notice of default except as
otherwise specified in this Agreement. Borrower, including but not limited to all co-makers and
accommodation makers of the Note, hereby waives all suretyship defenses including but not limited
to all defenses based upon impairment of collateral and all suretyship defenses described in
Section 3-605 of the Uniform Commercial Code (the “UCC”). Such waiver is entered to the full
extent permitted by Section 3-605 (i) of the UCC.




(f) Waiver; Amendments.




(i) No failure or delay by Lender in exercising any right or power hereunder or under
any other Loan Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of Lender under the Loan
Documents are cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provision of this Agreement or any Loan Document or
consent to any departure by Borrower therefrom shall in any event be effective unless the
same shall be permitted by Section 10(f)(ii) of this Agreement, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for which
given.




(ii) No Loan Document, this Agreement or provision thereof may be waived, amended or
modified except, in the case of this Agreement, by an agreement or agreements in writing
entered into by Borrower and Lender or, in the case of any other Loan Document, by an
agreement or agreements in writing entered into by the parties thereto with the consent of
Lender.



(g) Jury Waiver. BORROWER, AND ANY GUARANTOR HEREOF, WAIVES THE RIGHT TO A TRIAL BY
JURY OF ANY MATTERS ARISING OUT OF THIS AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS
CONTEMPLATED HEREBY.



(h) Governing Law. This Agreement will be governed by and construed in accordance
with the laws of the State of Illinois, without reference to principles of conflicts of law.



(i) Notices. Except as otherwise specifically provided herein, all notices, requests,
consents, and other communications hereunder must be in writing and delivered (i) if to Lender, RBS
Citizens, N.A., 28 State Street, Boston, MA 02109, Attn: Timothy Shanahan, Senior Vice President,
and (ii) if to Borrower, to the address set forth on the signature page of this Agreement. All
communications hereunder shall be in writing and shall be deemed given upon the earlier of receipt,
one (1) business day after being sent by facsimile transmission or by reputable overnight courier,
or three (3) business days after being sent by certified mail. Each
party, by notice so given, may specify a different notice address. Any notice of change of
address shall be effective only upon receipt.


 


15









 





(j) Successors and Assigns. This Agreement shall inure to the benefit of and shall
bind the parties hereto, their heirs, legal representatives, successors and permitted assigns.



(k) Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
Agreement.



(l) Lender Discussions with Franchisor. On the occurrence of an Event of Default
beyond any applicable grace or cure period, Borrower hereby authorizes Lender to discuss with
Buffalo Wild Wings International, Inc., or its successors or assigns (“Franchisor”) Borrower’s
financial condition, operations and any other matters relating to Borrower, the Business or the
Property. Borrower further (i) consents to the release to Lender by Franchisor of any information
relating to the foregoing matters, and (ii) instructs Franchisor to release any information
relating to the foregoing matters upon the request of Lender.



(m) Loan Sales; Participations. Borrower agrees that Lender may elect, at any time in
its sole discretion, to assign, convey, sell, transfer, securitize or grant a participation in (a
“Disposition”) all or any portion of Lender’s rights and obligations under this Agreement and the
other Loan Documents, including any and all servicing rights, and that any such Disposition may be
to one or more financial institutions, private investors, public securities marketplace, trust
and/or other entities, in Lender’s sole discretion (“Additional Creditors”). Borrower further
agrees that whether or not the Loan or any interest therein is sold or transferred, Lender may
disseminate to any actual or potential Additional Creditors and to any servicer of the Loan,
Governmental Authority, securities rating agency, bond insurer, and any other Person in connection
with a Disposition (“Other Disposition Parties”), all financial and other information and materials
which have been or shall be provided to or known by Lender with respect to this Agreement, the
other Loan Documents, the Loan, Borrower, its business operations (including, but not limited to,
the Enterprises), or their assets (including, but not limited to, the Collateral and Properties).
Borrower shall promptly execute and deliver to Lender any estoppel certificates or other documents
requested by Lender in connection with a Disposition of the Loan within fifteen (15) days from the
date of such request. The indemnity and hold harmless obligations of Borrower under this Agreement
and the other Loan Documents also shall also inure to the benefit of the Additional Creditors and
the Other Disposition Parties and their respective owners, directors, managers, officers,
employees, and agents.



(n) Grammatical Interpretation; Construction. The headings of sections and
subsections and divisions in this Agreement and the other Loan Documents are only for convenience
of reference and will not govern the interpretation of any of the provisions of this Agreement or
the other Loan Documents. All grammatical changes shall be made to this Agreement and the other
Loan Documents to maximize the rights and benefits belonging to Lender, including, without
limitation, so that the singular shall include the plural and the masculine the feminine and vice
versa.



(o) Time is of the Essence. Time is of the essence with respect to this Agreement and
the other Loan Documents.


 


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(p) Joint and Several Liability. If more than one person is liable for any
indebtedness, liabilities and obligations to Lender described in this Agreement or the other Loan
Documents or grants Lender a Lien against their assets (x) their liability shall be joint and
several in nature and affect their jointly and/or severally-owned assets and (y) except as
prohibited by applicable state law, each person waives (a) any right to require Lender to: (i)
proceed against any other person, (ii) proceed against or exhaust any security received from any
other person, or (iii) pursue any other remedy whatsoever; (b) any defense arising by reason of the
application by any other person of the proceeds of any borrowing; (c) any defense resulting from
the absence, impairment or loss of any right of reimbursement, subrogation, contribution or other
right or remedy of any person against any other person, or any security, whether resulting from an
election by Lender to foreclose upon security by non-judicial sale, or otherwise; (d) any setoff or
counterclaim of any other person or any defense which results from any disability or other defense
of any other person or the cessation or stay of enforcement from any cause whatsoever of the
liability of any other person (including, without limitation, the lack of validity or
enforceability of any Loan Document); (e) any right to exoneration of sureties which would
otherwise be applicable; (f) any right of subrogation or reimbursement and, if there are any
guarantors of the Obligations, any right of contribution, and right to enforce any remedy which
Lender now has or may hereafter have against any other person and any benefit of, and any right to
participate in, any security now or hereafter received by Lender; (g) all presentments, diligence,
demands for performance, notices of non-performance, notices delivered under this Agreement or any
other Loan Document, protests, notice of dishonor, and notices of acceptance of the Note and of the
existence, creation or incurring of new or additional Obligations and notices of any public or
private foreclosure sale; (h) the benefit of any statute of limitations to the extent permitted by
law; (i) any appraisement, valuation, stay, extension, moratorium, redemption or similar law or
similar rights for marshaling; (j) any right to be informed by Lender of the financial condition of
any other person or any change therein or any other circumstances bearing upon the risk of
nonpayment or nonperformance of the Obligations; and (k) the benefit of all principles or
provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this
Agreement or any other Loan Document, and agrees that the Obligations of each person shall not be
affected by any circumstances, whether or not referred to in this Agreement or any other Loan
Document, which might otherwise constitute a legal or equitable discharge of any person. Each
person has the ability and assumes the responsibility for keeping informed of the financial
condition of any other person and of other circumstances affecting such nonpayment and
nonperformance risks. Without limiting the generality of any of the foregoing, each person hereby
waives any right to be reimbursed by any other person for any payment of the Obligations made
directly or indirectly by either person or from any property of any person, whether arising by way
of any statutory, contractual or other right of subrogation, contribution, indemnification or
otherwise.



(q) Capital Adequacy. Borrower shall pay directly to Lender from time to time on
request such amounts as Lender may determine to be necessary to compensate Lender or its parent or
holding company for any costs which it determines are attributable to the maintenance by Lender or
its parent or holding company, pursuant the requirement of any Governmental Authority, of capital
in respect of maintaining its loans (such compensation to include, without limitation, an amount
equal to any reduction of the rate of return on assets or equity of Lender or its parent or holding
company to a level below that which such Lender or its parent or holding company could have
achieved but for such requirement of the Governmental Authority). Lender will notify Borrower that
it is entitled to compensation pursuant to this Section as promptly as practicable after it
determines to request such compensation. Such notice to Borrower will set forth in reasonable
detail the basis and amount of the request for compensation. Any request for additional
compensation under this Section shall be paid by Borrower within thirty (30) days of the receipt by
Borrower of the notice described in this Section.


 


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(r) Lost Note. Borrower shall, if the Note is mutilated, destroyed, lost or stolen (a
“Lost Note”), promptly deliver to Lender, upon receipt from Lender of an affidavit in a form
reasonably acceptable to Lender and Borrower stipulating that such Note has been mutilated,
destroyed, lost or stolen, in substitution therefor, a new promissory note containing the same
terms and conditions as such Lost Note with a notation thereon of the unpaid principal and accrued
and unpaid interest. Borrower shall provide fifteen (15) days’ prior notice to Lender before
making any payments to third parties in connection with a Lost Note.



(s) Cross-Collateral. All Loans and advances by Lender to Borrower or an Affiliate
under this Agreement, the Loan Documents or any other loan agreement or loan documents between such
parties constitute one transaction, and all Indebtedness and the Obligations of Borrower or an
Affiliate to Lender under this Agreement, the Loan Documents or any other loan agreement or loan
documents, present and future, constitute one obligation secured by the Collateral of the Loan or
the Collateral of an Affiliate loan and security held and to be held by Lender hereunder and by
virtue of all other assignments and security agreements between Borrower and Lender now and
hereafter existing, as may be amended, restated, supplemented, extended or renewed.



11. Definitions. All financial terms used herein but not defined on the exhibits, in the
Security Agreement or any other Loan Document have the meanings given to them by GAAP. All other
undefined terms have the meanings given to them in the Uniform Commercial Code as adopted in the
state whose law governs this instrument. The following definitions are used herein:




“Access Laws” has the meaning set forth in Section 4(p) of this Agreement.



“Affiliate” means, as to Borrower, (a) any person or entity which, directly or
indirectly, is in control of, is controlled by or is under common control with, Borrower, or (b)
any person who is a director, officer or employee (i) of Borrower or (ii) of any person described
in the preceding clause (a).




“Borrower” has the meaning given to such term in the Introduction to this Agreement.



“Borrowing Agent” means Diversified Restaurant Holdings, Inc., a Nevada corporation,
who has the authority from each Borrower to act on its behalf for limited purposes, including but
not limited to, making requests to Lender, providing payments due under the Loan, and other
communications with Lender as necessitated by the Loan Documents.



“Business” means (i) the current and future Buffalo Wild Wings franchised restaurants
operated by Borrower or an Affiliate pursuant to a Franchise Agreement, (ii) the current and future
Bagger Dave’s restaurants operated by Borrower or an Affiliate, (iii) Bagger Dave’s Franchising
Corporation’s franchise and licensing business, (iv) real estate owned by the Borrower or an
Affiliate, (v) restaurant management services provided by the Borrower, Guarantor or an Affiliate,
and (vi) ownership or operations of other concepts within the hospitality industry.




“Closing Date” means the date of this Agreement.



“Collateral” means all property of Borrower in which Lender has a lien, security
interest or collateral assignment pursuant to the terms of this Agreement or any other Loan
Document.


 


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“Debt Service Coverage Ratio” means for the period in question, on a consolidated
basis for Borrower and all Affiliates, the calculation described as a ratio of (i) (a) EBITDA, less
(b) cash taxes, less (c) maintenance capital expenditures ($10,000 per store), less (d)
distributions, less (e) changes in Borrower shareholder notes, divided by (ii) “Interest Expense
and Principal Payments of the Indebtedness.” For purposes of this calculation, Interest Expense
and Principal Payments of the Indebtedness shall include payments under all loan arrangements
between Borrower and all Affiliates and its members/shareholders, whether now existing or hereafter
arising and whether or not reflected on Borrower’s internal financial statements.




“Default Rate” has the meaning set forth in Section 1(d)(iii) of this Agreement.



“DLOC Advance” means each disbursement of the Loan made during the Draw Period
pursuant to this Agreement upon the satisfaction or waiver of the conditions precedent to such DLOC
Advance set forth in Section 2 of this Agreement.



“Draw Period” means the eighteen (18) month period from the Closing Date to the Term
Loan Effective Date.



“Earnings Before Interest and Taxes” means for any period the sum of (i) net income
(or loss) for such period (excluding extraordinary gains and losses), plus (ii) all interest
expense for such period, plus (iii) all charges against income for such period for federal, state
and local taxes.



“EBITDA” means for any period the sum of (i) Earnings Before Interest and Taxes for
such period plus (ii) depreciation expenses for such period, plus (iii) amortization expenses for
such period.



“Entity Guarantor” means Diversified Restaurant Holdings, Inc., a Nevada corporation,
AMC Group, Inc., a Michigan corporation; AMC Wings, Inc., a Michigan corporation, AMC Burgers,
Inc., a Michigan corporation, and Bagger Dave’s Franchising Corporation, a Michigan corporation,
Bagger Dave’s Franchising Corporation, a Michigan corporation.




“ERISA” has the meaning set forth in Section 4(l) of this Agreement.




“ERISA Affiliate” has the meaning set forth in Section 4(l) of this Agreement.




“Event of Default” has the meaning set forth in Section 8 of this Agreement.



“Excess Cash” means Borrower’s net income under GAAP less (a) all payments to lenders,
(b) reserves for capital improvements, replacements and contingencies, and (c) any other amounts
reasonably necessary to be retained by Borrower for the effective maintenance of the Business as
determined in good faith by Operator.



“Florida Entities” shall include Buckeye Group, LLC, Buckeye Group II, LLC, MCA
Enterprises Brandon, Inc., AMC North Port, Inc., AMC Riverview, Inc., and any future entities
affiliated with Borrower organized or conducting business in the State of Florida.



“Franchise Agreements” means the agreements listed on Schedule 1 between
Buffalo Wild Wings International, Inc. and an Affiliate of Borrower for the operation of a Buffalo
Wild Wings Business at a Property.


 


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“Funded Debt” of any person as of any date means the sum of all current and long-term
obligations (including all current and long-term obligations with respect to capital leases) of
such person as of such date.



“Future Guarantor” is defined as any person who becomes a twenty-five percent (25%) or
greater owner in any Borrower or Entity Guarantor.




“GAAP” means generally accepted accounting principles as in effect from time to time.



“Governmental Authority” means any nation, sovereign or government; any state or other
political subdivision thereof; any agency, authority or instrumentality thereof or of any such
state or political subdivision; and any entity or authority exercising executive, legislative,
taxing, judicial, regulatory or administrative functions of or pertaining to government, including
any central bank, stock exchange, regulatory body, arbitrator, public sector entity, supra-national
entity and any self-regulatory organization.



“Guarantor” means, jointly and severally, the Personal Guarantor and the Entity
Guarantors.




“Guaranty” has the meaning set forth in Section 4(c) of this Agreement.



“Hedge Agreement” means any hedge agreement, interest rate swap, cap, collar or floor
agreement or any other interest rate management devise entered into by Borrower with any Person in
connection with any Indebtedness of Borrower.



“Indebtedness” means (i) all items (except items of capital stock, of capital surplus,
of general contingency reserves or of retained earnings, deferred income taxes, and amount
attributable to minority interest if any) which in accordance with generally accepted accounting
principles would be included in determining total liabilities on a consolidated basis (if Borrower
should have a subsidiary) as shown on the liability side of a balance sheet as at the date as of
which indebtedness is to be determined, (ii) all indebtedness secured by any mortgage, pledge, lien
or conditional sale or other title retention agreement to which any property or asset owned or held
is subject, whether or not the indebtedness secured thereby shall have been assumed (excluding
non-capitalized leases which may amount to title retention agreements but including capitalized
leases), and (iii) all indebtedness of others which Borrower or any subsidiary has directly or
indirectly guaranteed, endorse (otherwise than for collection or deposit in the ordinary course of
business), discounted or sold with recourse or agreed (contingently or otherwise) to purchase or
repurchase or otherwise acquire, or in respect of which Borrower or any subsidiary has agreed to
apply or advance funds (whether by way of loan, stock purchase, capital contribution or otherwise)
or otherwise to become directly or indirectly liable and all net obligations under any interest
rate swap or other interest rate management device or any Hedge Agreement.



“Interest Rate” means an amount per annum equal to the sum of the LIBOR Advantage Rate
and the LIBOR Margin, or the Term Interest Rate, as applicable.



“LA Interest Period” means, with respect to any LIBOR Advantage Loan, the period
commencing on and including the date hereof (the “Start Date”) and ending on but excluding the date
which numerically corresponds to such date one month later, and thereafter, each one month period
ending on the day of such month that numerically corresponds to the Start Date. If an LA Interest
Period is to end in a month for which there is no day which numerically
corresponds to the Start Date, the LA Interest Period will end on the last day of such month.
Notwithstanding the date of commencement of any LA Interest Period, interest shall only begin to
accrue as of the Closing Date.


 


20









 






“LA Margin” means four percent (4%).



“Lease Adjusted Ratio” as of any date means the ratio of (a) the sum of (i) Funded
Debt as of such date and (ii) Third Party Rent for the twelve (12) month period ending on such date
multiplied by eight (8), to (b) the sum of EBITDA and Third Party Rent for the twelve (12) month
period ending on such date.



“Lease Agreements” means the Lease Agreements listed on Schedule 2, which
agreements are by and between the parties so indicated on such Schedule.




“Lender” has the meaning given to such term in the introduction to this Agreement.



“LIBOR Advantage Loan” shall mean any loan or advance for which the applicable rate of
interest is based upon the LIBOR Advantage Rate.



“LIBOR Advantage Rate” means, relative to any LA Interest Period, the offered rate for
delivery in two London Banking Days of deposits of U.S. Dollars for a term coextensive with the
designated LA Interest Period which the British Bankers’ Association fixes as its LIBOR rate as of
11:00 a.m. London time on the day on which such LA Interest Period commences. If the first day of
any LA Interest Period is not a day which is both a (i) business day, and (ii) a London Banking
Day, the LIBOR Advantage Rate shall be determined by reference to the next preceding day which is
both a business day and a London Banking Day. If for any reason the LIBOR Advantage Rate is
unavailable and/or the Lender is unable to determine the LIBOR Advantage Rate for any LA Interest
Period, the Lender may, at its discretion, either: (a) select a replacement index based on the
arithmetic mean of the quotations, if any, of the interbank offered rate by first class banks in
London or New York for deposits with comparable maturities or (b) accrue interest at a rate per
annum equal to the Lender’s Prime Rate as of the first day of any LA Interest Period for which the
LIBOR Advantage Rate is unavailable or cannot be determined.



“Lien” means any security interest, mortgage, pledge, assignment, lien or other
encumbrance of any kind, including interests of vendors or lessors under conditional sale contracts
or capital leases.




“Loan” has the meaning set forth in Section 1(a) of this Agreement.



“Loan Documents” means each and every document or agreement executed by any party
evidencing, guarantying or securing any of the Obligations, including, but not limited to, this
Agreement, the Note, the Security Agreement, any Hedge Agreement, the Trademark Security Agreement,
the Guaranty, the Undertaking Letter and any insurance policy; “Loan Document” means any one of the
Loan Documents.



“London Banking Day” means any day on which dealings in U.S. Dollar deposits are
transacted in the London interbank market.


 


21









 





“Management Expenses” means any and all expenses not directly attributable to a
particular franchised store, including salaries, bonuses or other compensation to non-store level
personnel.




“Material Adverse Effect” has the meaning set forth in Section 2(c) of this Agreement.




“Maturity Date” has the meaning set forth in Section 1(b) of this Agreement.



“Monthly Payment” means the monthly payment due each month during the Term Loan Period
which shall be calculated based on the use attributed to each DLOC Advance as follows: (a)
eighty-four (84) months for equipment and leaseholds; (b) one hundred forty-four (144) months for
leasehold mortgages; or (c) one hundred eighty (180) months for fee simple real estate.




“Note” has the meaning set forth in Section 1(a) of this Agreement.



“Obligation(s)” means all loans, advances, indebtedness and each and every other
obligation or liability of Borrower owed to Lender, however created, of every kind and description
whether now existing or hereafter arising and whether direct or indirect, primary or as guarantor
or surety, absolute or contingent, liquidated or unliquidated, matured or unmatured, participated
in whole or in part, created by trust agreement, lease overdraft, agreement or otherwise, whether
or not secured by additional collateral, whether originated with Lender or owed to others and
acquired by Lender by purchase, assignment or otherwise, and including, without limitation, all
loans, advances, indebtedness and each and every obligation or liability arising under this
Agreement, all obligations to perform or forbear from performing acts, and agreements, instruments
and documents evidencing, guarantying, securing or otherwise executed in connection with any of the
foregoing, together with any amendments, modifications and restatements thereof, and all expenses
and attorneys’ fees incurred by Lender hereunder or any other document, instrument or agreement
related to any of the foregoing.




“Operator” means T. Michael Ansley, an individual residing in Michigan.



“Organizational Documents” means any articles, bylaws, certificates, operating
agreements, limited liability company agreements or similar organizational documents of Borrower.




“Permitted Liens” has the meaning set forth in Section 4(h) of this Agreement.



“Personal Guarantor” means T. Michael Ansley, an individual residing in Michigan and
any Future Guarantor.



“Property” means the Buffalo Wild Wings and Bagger Dave’s properties listed on
Schedule 3 attached hereto and made a part hereof.




“Reportable Event” has the meaning set forth in Section 4(k) of this Agreement.



“Security Agreement” means that certain Security Agreement executed by Borrower in
favor of Lender of even date herewith.


 


22









 





“Subsidiary” means any corporation, limited liability company or other entity in which
Borrower owns a majority of the voting equity interests or has the ability to control or direct
management of the business of such entity.



“Term Interest Rate” means a fixed rate of interest equal to Lender’s best wholesale
rate plus four percent (4%) per annum, compounded annually, as of the Term Loan Effective Date.



“Term Loan” means the amortizing term loan that results from a conversion of DLOC
Advances in accordance with Section 2.



“Term Loan Period” means, with respect to the Term Loan, a period of sixty-six (66)
months, commencing on the first day of the month immediately following the Term Loan Effective
Date.



“Term Loan Effective Date” means the date which is eighteen (18) months after the
Closing Date, on which date there shall be an automatic conversion of DLOC Advances to a Term Loan.



“Term Loan Payment Date” has the meaning set forth in Section 1(c)(ii) of this
Agreement.



“Third Party Rent” of any person for any period means all operating lease expense for
such period paid to third parties which are not Affiliates of such person.



“Undertaking Letter” shall mean that certain Undertaking Letter dated of even date
herewith by and among Lender, Borrower and Operator.



[Remainder of page intentionally left blank.]





 


23











 




IN WITNESS WHEREOF, the parties hereto have executed this Credit Agreement on the date first
written above.



	 	 	 	 
	 	RBS CITIZENS, N.A., 

a national banking association

 	 
	 	By:  	/s/  Timothy Shanahan
 	 
	 	 	Name:  	Timothy Shanahan 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	FLYER ENTERPRISES, INC., 

a Michigan corporation

 	 
	 	By:  	/s/  T. Michael Ansley
 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 
	 
	 	ANKER, INC., 

a Michigan corporation

 	 
	 	By:  	/s/  T. Michael Ansley
 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 
	 
	 	TMA ENTERPRISES OF NOVI, INC., 

a Michigan corporation

 	 
	 	By:  	/s/  T. Michael Ansley
 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 
	 
	 	TMA ENTERPRISES OF FERNDALE, LLC, 

a Michigan limited liability company

 	 
	 	By:  	/s/  T. Michael Ansley
 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	Manager 	 



 


24









 






	 	 	 	 
	 	AMC WARREN, LLC, 

a Michigan limited liability company

 	 
	 	By:  	/s/  T. Michael Ansley
 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	Manager 	 
	 
	 	AMC GRAND BLANC, INC., 

a Michigan corporation

 	 
	 	By:  	/s/  T. Michael Ansley
 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 
	 
	 	AMC PETOSKEY, INC., 

a Michigan corporation

 	 
	 	By:  	/s/  T. Michael Ansley
 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 
	 
	 	AMC TROY, INC., 

a Michigan corporation

 	 
	 	By:  	/s/  T. Michael Ansley
 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 
	 
	 	AMC FLINT, INC., 

a Michigan corporation

 	 
	 	By:  	/s/  T. Michael Ansley
 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 
	 
	 	AMC PORT HURON, INC., 

a Michigan corporation

 	 
	 	By:  	/s/  T. Michael Ansley
 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 



 


25









 





	 	 	 	 	 



	 	 	 	 
	 	AMC CHESTERFIELD, INC., 

a Michigan corporation

 	 
	 	By:  	/s/  T. Michael Ansley
 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 
	 
	 	AMC MARQUETTE, INC., 

a Michigan corporation

 	 
	 	By:  	/s/  T. Michael Ansley
 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 
	 
	 	MCA ENTERPRISES BRANDON, INC., 

a Michigan corporation

 	 
	 	By:  	/s/  T. Michael Ansley
 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 
	 
	 	BUCKEYE GROUP, LLC, 

a Michigan limited liability company

 	 
	 	By:  	/s/  T. Michael Ansley
 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	Manager 	 
	 
	 	BUCKEYE GROUP II, LLC, 

a Michigan limited liability company

 	 
	 	By:  	/s/  T. Michael Ansley
 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	Manager 	 
	 
	 	AMC NORTH PORT, INC., 

a Michigan corporation

 	 
	 	By:  	/s/  T. Michael Ansley
 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 



 


26









 





	 	 	 	 	 



	 	 	 	 
	 	AMC RIVERVIEW, INC., 

a Michigan corporation

 	 
	 	By:  	/s/  T. Michael Ansley
 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 
	 
	 	BERKLEY BURGERS, INC., 

a Michigan corporation

 	 
	 	By:  	/s/  T. Michael Ansley
 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 
	 
	 	TROY BURGERS, INC., 

a Michigan corporation

 	 
	 	By:  	/s/  T. Michael Ansley
 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 
	 
	 	ANN ARBOR BURGERS, INC., 

a Michigan corporation

 	 
	 	By:  	/s/  T. Michael Ansley
 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 
	 
	 	BORROWING AGENT:



DIVERSIFIED RESTAURANT HOLDINGS, INC., 

a Nevada corporation

 
	 	By:  	/s/  T. Michael Ansley
 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 
	 



	 	 	 
	ADDRESS FOR NOTICE:

Attn: T. Michael Ansley

	 	WITH A COPY TO (which copy is intended only as information and does not constitute legal notice
hereunder):
	27680 Franklin Road 

Southfield, MI 48034

	 	Fahey Schultz Burzych Rhodes PLC

Attn: Mark J. Burzych, Esq.

4151 Okemos Road 

Okemos, MI 48864






 


27









 





STATE OF MICHIGAN




COUNTY OF MACOMB




Acknowledged by T. Michael Ansley, as the President of Berkley Burgers, Inc., Ann Arbor Burgers,
Inc., Troy Burgers, Inc., Flyer Enterprises, Inc., Anker, Inc., TMA Enterprises of Novi, Inc., AMC
Grand Blanc, Inc., AMC Petoskey, Inc., AMC Troy, Inc., AMC Flint, Inc., AMC Port Huron, Inc., AMC
Chesterfield, Inc., AMC Marquette, Inc., MCA Enterprises Brandon, Inc., AMC North Port, Inc., AMC
Riverview, Inc., Diversified Restaurant Holdings, Inc., and as the Manager of TMA Enterprises of
Ferndale, LLC, AMC Warren, LLC, Buckeye Group, LLC and Buckeye Group II, LLC, before me on the 5
day of May, 2010.




	 	 	 	 	 
	 

	 	Signature
	 	/s/ Janelle Garavaglia
	 

	 	 	 	 
	 
	 

	 	Printed name
	 	Janelle Garavaglia
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Notary public, State of Michigan, County of Macomb 

My commission expires January 27, 2011

Acting in the County of Macomb







 


28









 





	 	 	 	 	 



EXHIBIT A




BORROWING ENTITIES





	•	 	Berkley Burgers, Inc.

	 
	•	 	Ann Arbor Burgers, Inc.

	 
	•	 	Troy Burgers, Inc.

	 
	•	 	Flyer Enterprises, Inc.

	 
	•	 	Anker, Inc.

	 
	•	 	TMA Enterprises of Novi, Inc.

	 
	•	 	TMA Enterprises of Ferndale, LLC

	 
	•	 	AMC Warren, LLC

	 
	•	 	AMC Grand Blanc, Inc.

	 
	•	 	AMC Petoskey, Inc.

	 
	•	 	AMC Troy, Inc.

	 
	•	 	AMC Flint, Inc.

	 
	•	 	AMC Port Huron, Inc.

	 
	•	 	AMC Chesterfield, Inc.

	 
	•	 	AMC Marquette, Inc.

	 
	•	 	MCA Enterprises Brandon, Inc.

	 
	•	 	Buckeye Group, LLC

	 
	•	 	Buckeye Group II, LLC

	 
	•	 	AMC North Port, Inc.

	 
	•	 	AMC Riverview, Inc.







 


 











 




EXHIBIT B




FORM OF NOTE




			
	 	 	 
	$6,000,000.00
	 	May 5, 2010






FOR VALUE RECEIVED, the borrowing entities identified on Exhibit A attached hereto
(jointly and severally, the “Borrower”), promise to pay to the order of RBS Citizens, N.A., a
national banking association (the “Lender”), the principal sum of Six Million and no/100 Dollars
($6,000,000.00) or such lesser amount that is the aggregate unpaid principal amount of the Loan
made by Lender to Borrower pursuant to Article 1 of the Credit Agreement (as hereinafter defined),
in immediately available funds at the office of Lender, 28 State Street, Boston, MA 02109, together
with interest on the unpaid principal amount hereof at the rates and on the dates set forth in the
Credit Agreement.



Lender is hereby authorized to record based on the loan payment schedule attached hereto, or
to otherwise record in accordance with its usual practice (including, without limitation in
Lender’s electronic data processing system), the date and amount of each advance and the date and
amount of each interest and principal payment hereunder.



This Note is issued pursuant to, and is entitled to the benefits of, the Development Line of
Credit Agreement dated of even date herewith (which, as it may be amended or modified and in effect
from time to time, is herein called the “Credit Agreement”), between Borrower and Lender, to which
Credit Agreement reference is hereby made for a statement of the terms and conditions governing
this Note, including the terms and conditions under which this Note may be prepaid or its maturity
date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the
meanings attributed to them in the Credit Agreement.



	 	 	 	 	 
	 	FLYER ENTERPRISES, INC.,

a Michigan corporation

 	 
	 	By:  	 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 
	 
	 	ANKER, INC.,

a Michigan corporation

 	 
	 	By:  	 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 



 


2









 





	 	 	 	 	 



	 	 	 	 	 
	 	TMA ENTERPRISES OF NOVI, INC.,

a Michigan corporation

 	 
	 	By:  	 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 
	 
	 	TMA ENTERPRISES OF FERNDALE, LLC,

a Michigan limited liability company

 	 
	 	By:  	 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	Manager 	 
	 
	 	AMC WARREN, LLC,

a Michigan limited liability company

 	 
	 	By:  	 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	Manager 	 
	 
	 	AMC GRAND BLANC, INC.,

a Michigan corporation

 	 
	 	By:  	 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 
	 
	 	AMC PETOSKEY, INC.,

a Michigan corporation

 	 
	 	By:  	 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 
	 
	 	AMC TROY, INC.,

a Michigan corporation

 	 
	 	By:  	 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 



 


3









 





	 	 	 	 	 



	 	 	 	 	 
	 	AMC FLINT, INC.,

a Michigan corporation

 	 
	 	By:  	 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 
	 
	 	AMC PORT HURON, INC.,

a Michigan corporation

 	 
	 	By:  	 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 
	 
	 	AMC CHESTERFIELD, INC.,

a Michigan corporation

 	 
	 	By:  	 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 
	 
	 	AMC MARQUETTE, INC.,

a Michigan corporation

 	 
	 	By:  	 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 
	 
	 	MCA ENTERPRISES BRANDON, INC.,

a Michigan corporation

 	 
	 	By:  	 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 
	 
	 	BUCKEYE GROUP, LLC,

a Michigan limited liability company

 	 
	 	By:  	 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	Manager 	 



 


4









 





	 	 	 	 	 



	 	 	 	 	 
	 	BUCKEYE GROUP II, LLC,

a Michigan limited liability company

 	 
	 	By:  	 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	Manager 	 
	 
	 	AMC NORTH PORT, INC.,

a Michigan corporation

 	 
	 	By:  	 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 
	 
	 	AMC RIVERVIEW, INC.,

a Michigan corporation

 	 
	 	By:  	 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 
	 
	 	BERKLEY BURGERS, INC.,

a Michigan corporation

 	 
	 	By:  	 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 
	 
	 	TROY BURGERS, INC.,

a Michigan corporation

 	 
	 	By:  	 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 
	 
	 	ANN ARBOR BURGERS, INC.,

a Michigan corporation

 	 
	 	By:  	 	 
	 	 	Name:  	T. Michael Ansley 	 
	 	 	Title:  	President 	 



 


5









 





STATE OF                     




COUNTY OF                     





Acknowledged by T. Michael Ansley, the President of Berkley Burgers, Inc., Ann Arbor Burgers, Inc.,
Troy Burgers, Inc., Flyer Enterprises, Inc., Anker, Inc., TMA Enterprises of Novi, Inc., AMC Grand
Blanc, Inc., AMC Petoskey, Inc., AMC Troy, Inc., AMC Flint, Inc., AMC Port Huron, Inc., AMC
Chesterfield, Inc., AMC Marquette, Inc., MCA Enterprises Brandon, Inc., AMC North Port, Inc., AMC
Riverview, Inc., as the Manager of TMA Enterprises of Ferndale, LLC, AMC Warren, LLC, Buckeye
Group, LLC and Buckeye Group II, LLC, before me on the                      day of May, 2010.




	 	 	 	 	 
	 

	 	Signature
	 	
	 

	 	 	 	 
	 
	 

	 	Printed name
	 	
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Notary public, State of Michigan, County of

 



My commission expires

 



Acting in the County of

 












 


6









 





	 	 	 	 	 



Exhibit A to Note





	•	 	Berkley Burgers, Inc.

	 
	•	 	Ann Arbor Burgers, Inc.

	 
	•	 	Troy Burgers, Inc.

	 
	•	 	Flyer Enterprises, Inc.

	 
	•	 	Anker, Inc.

	 
	•	 	TMA Enterprises of Novi, Inc.

	 
	•	 	TMA Enterprises of Ferndale, LLC

	 
	•	 	AMC Warren, LLC

	 
	•	 	AMC Grand Blanc, Inc.

	 
	•	 	AMC Petoskey, Inc.

	 
	•	 	AMC Troy, Inc.

	 
	•	 	AMC Flint, Inc.

	 
	•	 	AMC Port Huron, Inc.

	 
	•	 	AMC Chesterfield, Inc.

	 
	•	 	AMC Marquette, Inc.

	 
	•	 	MCA Enterprises Brandon, Inc.

	 
	•	 	Buckeye Group, LLC

	 
	•	 	Buckeye Group II, LLC

	 
	•	 	AMC North Port, Inc.

	 
	•	 	AMC Riverview, Inc.