Exhibit
10.11


 


INTERCOMPANY
REVOLVING CREDIT AGREEMENT


 


THIS
INTERCOMPANY REVOLVING CREDIT AGREEMENT (this “Agreement”) is made and entered into as of April 24, 2020,
by and between FAT Brands Inc., a Delaware corporation (“Lender”), and Fog Cutter Capital Group Inc., a Maryland
corporation (“Borrower” and, together with Lender, the “Parties” and each, a “Party”).


 


RECITALS


 


WHEREAS,
Lender has previously extended credit to Borrower pursuant to that certain Intercompany Promissory Note, dated October 20, 2017,
with an initial principal balance of $11,906,000 (the “Original Note”), and Lender and certain of its direct
or indirect subsidiaries (the “Subsidiaries”) have made additional intercompany advances to Borrower following
the date of the Original Note through December 29, 2019 in the aggregate amount of $10,523,000 (the “Prior Revolving
Loans”);


 


WHEREAS,
Borrower has requested that the Prior Revolving Loans be converted into initial balances of borrowings under this Agreement payable
to Lender or the Subsidiaries, as applicable, and that the Lender commit to make additional extensions of credit as provided herein,
all on the terms and subject to the conditions described herein; and


 


WHEREAS,
Lender is willing to convert the Prior Revolving Loans to borrowings under this Agreement, and to extend additional credit to
Borrower under the terms and conditions herein set forth.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants and agreements set forth below, and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the Parties hereby agree as follows:


 


1.1
Intercompany Debt.


 


(a)
Starting Balance. As of December 29, 2019, the Original Note, the Prior Revolving Loans, other adjustments, and the aggregate
balance of accrued and unpaid interest thereon (which amounts are reflected on Schedule I as of such date) shall be converted
into an initial balance of borrowings under this Agreement in the aggregate amount of $21,067,000, and additional borrowings that
were made during the first fiscal quarter of 2020 (which amounts will be reflected on Schedule I) shall be added to the
initial balance of borrowings under this Agreement (collectively, the “Starting Balance”). The amounts included
in the Starting Balance that are owed directly to Lender on the date hereof shall continue to be due and payable to Lender, and
the amounts included in the Starting Balance that are owed to each Subsidiary on the date hereof shall remain due and payable
to such Subsidiary, as applicable.


 




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(b)
Reborrowing. Following the date hereof, Borrower may at any time and from time to time (i) repay to Lender or the applicable
Subsidiary, and (ii) borrow and reborrow solely from Lender, and Lender shall be obligated to lend to Borrower, subject in all
cases to the terms and conditions of this Agreement and other agreements and instruments that may apply to Lender and/or any of
the Subsidiaries from time to time, up to a maximum amount of borrowings outstanding hereunder at any time of $35,000,000. Any
such additional borrowings or reborrowings shall be subject to the approval by the Lender’s board of directors, in advance
on a quarterly basis and may be subject to other conditions set forth by the Lender.


 


(c)
Interest. Borrower shall be charged interest on a daily basis for the outstanding balance of borrowings and accrued and
unpaid interest under this Agreement. The interest rate to be paid by Borrower shall be at a rate equal to ten percent (10.0%)
per annum, compounded annually, and shall continue to accrue until paid. Interest shall be computed on the basis of a year of
365 days for the actual number of days elapsed.


 


(d)
Schedules. Borrowings and accrued and unpaid interest hereunder shall be evidenced by one or more loan accounts or records
maintained by Lender in the ordinary course of business. Lender shall also attach and update on at least a quarterly basis Schedule
I to this Agreement, detailing the balances and payments made hereunder during each fiscal quarter of Lender.


 


1.2
Repayment. Borrower may repay at any time any and all outstanding borrowings hereunder without penalty. On the Maturity
Date (defined below), Borrower shall be obligated to repay in full the entire amount of outstanding borrowings hereunder plus
accrued and unpaid interest thereon. Repayment of borrowings hereunder and interest thereon may be made in cash, set off against
other obligations owed by Lender to Borrower (including under the Tax Sharing Agreement, dated October 20, 2017, between the Parties),
or such other form as may be agreed by the Parties.


 


1.3
Term of Agreement. The term of this Agreement shall commence on the date hereof and shall continue until the five-year
anniversary of the date hereof, unless terminated earlier as provided below or extended by the mutual agreement of the Parties
(the “Maturity Date”).


 


1.4
Termination. Either Party shall have the right to terminate this Agreement upon the occurrence of any of the following
events:


 


(a)
A material breach of this Agreement by either Party that is not cured within thirty (30) days after receipt of written notice
of such breach from the other Party;


 


(b)
Lender shall have the right to terminate this Agreement if Borrower or its affiliates own shares representing less than 80% of
the voting power of the outstanding Common Stock of Lender; or


 


(c)
In no way limiting the foregoing, the Parties may terminate this Agreement by mutual consent memorialized in a writing reasonably
satisfactory to both Lender and Borrower.


 


1.5
Miscellaneous. The terms set forth in Schedule A attached hereto are incorporated by reference herein and shall
apply to this Agreement as if fully set forth herein.


 


(This
space is intentionally left blank)


 




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IN
WITNESS WHEREOF, Borrower and Lender have each caused this Agreement to be executed on the date and year first above written.


 


	 	FOG
    CUTTER CAPITAL GROUP INC. (“Borrower”)
	 	 	 
	 	By:	/s/
    Ron Roe
	 	Name:	Ron Roe              
	 	Title:	CFO


 


	 	FAT
    BRANDS INC. (“Lender”)
	 	 	 
	 	By:	/s/
    Andrew A. Wiederhorn
	 	Name:	Andrew
    A. Wiederhorn
	 	Title:	CEO


 




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SCHEDULE
A (Additional Terms)


 


The
term “Agreement” shall refer to the agreement to which this Schedule A is attached. To the extent that there
is any conflict between any provision of this Schedule and any provision set forth in the body of this Agreement, the provision
set forth in the body of this Agreement shall control.


 


	 	A.	Governing
    Law. The internal laws of the State of California (without reference to its principles of conflicts of law) govern the
    construction, interpretation and other matters arising out of, relating to, or in connection with this Agreement, unless expressly
    provided otherwise in this Agreement.
	 	 	 
	 	B.	Notices.
    Each Party giving any notice (a “Notice”) required or permitted under this Agreement will give the Notice
    in writing and use one of the following methods of delivery to the Party to be notified, at the address set forth below or
    another address of which the sending Party has been notified in accordance with this Schedule: (a) by telephone; or (b) in
    writing (which includes means of electronic transmission (i.e., “e-mail”) or facsimile transmission). Any Notice
    shall be effective: (1) in the case of hand-delivery, when delivered; (2) if given by mail, four days after such Notice is
    deposited with the United States Postal Service, with first-class postage prepaid, return receipt requested; (3) in the case
    of a telephonic Notice, when a Party is contacted by telephone, if delivery of such telephonic Notice is confirmed no later
    than the next day on which the Party receiving the notice is open for business by hand delivery, a facsimile or electronic
    transmission, or overnight courier delivery of a confirmatory notice (received at or before noon on such next business day);
    (4) in the case of a facsimile transmission, when sent to the applicable Party’s facsimile machine’s telephone
    number if the Party sending such Notice receives confirmation of the delivery thereof from its own facsimile machine; (5)
    in the case of electronic transmission, when actually received; and (6) if given by any other means (including by overnight
    courier), when actually received. Until further notice, as provided above, addresses for Notices shall be:


 


	If
    to Borrower:	Fog
    Cutter Capital Group Inc.
	 	9720
    Wilshire Boulevard, Suite 500
	 	Beverly
    Hills, CA 90212
	 	Attn:
    Chief Financial Officer 


 


	If
    to Lender: 	FAT
    Brands Inc.
	 	9720
    Wilshire Boulevard, Suite 500
	 	Beverly
    Hills, CA 90212
	 	Attn:
    Chief Financial Officer 


 




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	 	C.	Binding
    Effect and Assignment. This Agreement binds and benefits the Parties and their respective successors and assigns. No Party
    may assign any of its rights or delegate any of its obligations under this Agreement without the written consent of Lender
    and Borrower, which consent may be withheld in such Party’s sole and absolute discretion, and any assignment or attempted
    assignment in violation of the foregoing will be null and void. Notwithstanding the preceding sentence, Lender may assign
    this Agreement in connection with (a) a merger transaction in which Lender is not the surviving entity or (b) the sale of
    all or substantially all of its assets.
	 	 	 
	 	D.	Severability.
    If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this
    Agreement shall remain in full force.
	 	 	 
	 	E.	Counterparts.
    The Parties may execute this Agreement in multiple counterparts, each of which constitutes an original as against the Party
    that signed it, and all of which together constitute one agreement. The signatures of the Parties need not appear on the same
    counterpart. The delivery of signed counterparts by facsimile or e-mail transmission that includes a copy of the sending Party’s
    signature is as effective as signing and delivering the counterpart in person.
	 	 	 
	 	F.	Certain
    Expenses. Each Party will be responsible its own respective costs, fees and expenses relating to this Agreement and the
    transactions hereunder.
	 	 	 
	 	G.	Amendment.
    The Parties may amend this Agreement only by a written agreement signed by each of the Parties that identifies itself as an
    amendment to this Agreement.
	 	 	 
	 	H.	Waiver.
    No course of dealing and no delay or failure of any Party in exercising any right, power, remedy or privilege under this Agreement
    shall affect any other or future exercise thereof or operate as a waiver thereof, nor shall any single or partial exercise
    thereof or any abandonment or discontinuance of steps to enforce such a right, power, remedy or privilege preclude any further
    exercise thereof or of any other right, power, remedy or privilege. The rights and remedies of the Parties under this Agreement
    are cumulative and not exclusive of any rights or remedies which they would otherwise have. Any waiver, permission, consent
    or approval of any kind or character on the part of any Party of any breach or default under this Agreement or any such waiver
    of any provision or condition of this Agreement must be in writing and shall be effective only to the extent specifically
    set forth in such writing.
	 	 	 
	 	I.	Authority.
    Each Party represents to the other that (a) it has the corporate or other requisite power and authority to execute, deliver
    and perform this Agreement, (b) the execution, delivery and performance of this Agreement have been duly authorized by all
    necessary corporate or other action, (c) it has duly and validly executed and delivered this Agreement, and (d) this Agreement
    is a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy,
    insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equity
    principles.


 




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		J.	Construction
    of Agreement.


 


(a)
Any reference in this Agreement to the singular includes the plural where appropriate.


 


(b)
Any captions, titles and headings, and any table of contents, included in this Agreement are for convenience only, and do not
affect this Agreement’s construction or interpretation.


 


(c)
Language used in this Agreement is and shall be deemed language mutually chosen by the Parties hereto to express their mutual
intent and no rule of strict construction shall be applied against any Party.


 


(d)
This Agreement is for the sole benefit of the Parties hereto and the Lender’s Subsidiaries, and does not, and is not intended
to, confer any rights or remedies in favor of any other Person, including any creditor or stockholder of any Party.


 


(e)
The words “including,” “includes,” or “include” are to be read as listing non-exclusive examples
of the matters referred to, whether or not words such as “without limitation” or “but not limited to”
are used in each instance.


 


(f)
Where this Agreement states that a Party “will” or “shall” perform in some manner or otherwise act or
omit to act, it means that the Party is legally obligated to do so in accordance with this Agreement.


 


(g)
Unless otherwise expressly specified, all references in this Agreement to “dollars” or “$” means United
States Dollars.


 


	 	K.	Damages.
    IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER PARTY FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR
    PUNITIVE DAMAGES INCLUDING BUT NOT LIMITED TO LOST PROFITS OR BUSINESS INTERRUPTION DAMAGES, HOWEVER CAUSED BASED UPON ANY
    THEORY OF LIABILITY.


 




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SCHEDULE
I


 


Quarterly
LOAN balances AND PAYMENTs


 


	Fiscal Quarter	 	Loans (net of repayment and offsets) Made During Fiscal Quarter	 	 	Interest Accrued During Fiscal Quarter	 	 	Outstanding Balance at End of Fiscal Quarter	 
	Q4 2019	 	$		 	 	$		 	 	$	21,067,000.00	 
	Q1 2020	 	$		 	 	$	      	 	 	$		 
	Q2 2020	 	$	        	 	 	$		 	 	$		 
	Q3 2020	 	$		 	 	$		 	 	$		 
	Q4 2020	 	$		 	 	$		 	 	$		 
	Q1 2021	 	$		 	 	$		 	 	$		 
	Q2 2021	 	$		 	 	$		 	 	$		 
	Q3 2021	 	$		 	 	$		 	 	$		 
	Q4 2021	 	$		 	 	$		 	 	$		 
	Q1 2022	 	$		 	 	$		 	 	$		 
	Q2 2022	 	$		 	 	$		 	 	$		 
	Q3 2022	 	$		 	 	$		 	 	$		 
	Q4 2022	 	$		 	 	$		 	 	$		 
	Q1 2023	 	$		 	 	$		 	 	$		 
	Q2 2023	 	$		 	 	$		 	 	$		 
	Q3 2023	 	$		 	 	$		 	 	$		 
	Q4 2023	 	$		 	 	$		 	 	$		 



 




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