**EXHIBIT 10.10**

 

**FIRSTALLONGE TO $2,500,000 PROJECT NOTE**

 

THIS ALLONGETO PROJECT NOTE (hereafter the “Allonge”) is made and entered into as of the13th day of February, 2004, between Commerce Bank & Trust Company, aMassachusetts trust company with a principal place of business at 386 MainStreet, Worcester, Massachusetts (hereinafter “Lender”) and Boston RestaurantAssociates, Inc., a Delaware corporation with offices located in Saugus,Massachusetts (hereinafter “Borrower”) and is firmly affixed to and made a partof a certain Note (Consolidation) in the original principal balance of$2,500,000 dated June 6, 2003 executed and delivered by Borrower in favor ofLender (“Note”).

 

# FOR GOOD ANDVALUABLE CONSIDERATION, the receipt and sufficiency of which are herebyacknowledged, the Borrower and Lender hereby agree that the Note is herebyamended as follows:

#  

1.                                       Section4a of the Note is hereby stricken and deleted and replaced with the following:

 

“a.                                 *Rate*

 

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

 

(2)                                  ***After Conversion Date.***  During the first twelve (12) months afterthe Conversion Date, the annual rate of interest on the outstanding principalbalance shall be a fixed rate equal to the sum of (i) Lender’s Base Rate as ofthe Conversion Date, plus (ii) the Post-Conversion Date Applicable Margin (asdefined below).  On the firstanniversary of the date of this Note (“First Adjustment Date”), the annual rateof interest shall be changed to the sum of (i) Lender’s Base Rate as of theFirst Adjustment Date, plus (ii) the Post-Conversion Date Applicable Margin (asdefined below).  The rate as thusadjusted shall remain fixed for the year following the First AdjustmentDate.  On each anniversary of the FirstAdjustment Date, the annual rate of interest again shall be changed to the sumof (i) the Lender’s Base Rate as of the date of the adjustment, plus (ii) thePost-Conversion Date Applicable Margin; the rate as thus adjusted shall remain fixed for the following year (orin the case of the final adjustment, the following partial year preceding thematurity date of this note).  Notwithstandingthe foregoing, the interest rate shall also change immediately upon anychange (upward or downward) in the Pre-Conversion Date Applicable Margin orPost-Conversion Date Applicable Margin (whether or not such change in thePre-Conversion Date Applicable Margin or Post-Conversion Date Applicable Marginoccurs on any anniversary date).

 

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

 

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

 

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

 

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

 

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

 

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

 
|   | **BORROWER:**                       |
|--------|-------------------------------------|
|   |                                |
|   | BOSTON  RESTAURANT ASSOCIATES, INC. |
|   |                                |
|   | By:                                 |   |   |
|   |                                | Name: |
|   |                                | Title: |
|   |                                |
|   |                                |
|   | **LENDER:**                         |
|   | COMMERCE  BANK & TRUST COMPANY  |
|   |                                |
|   |                                |
|   | By:                                 |   |   |
|   |                                | Name: |
|   |                                | Title: |

 

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