EXHIBIT 10.4
FIRST AMENDMENT TO LOAN AGREEMENT
THIS AGREEMENT made effective as of August 16, 2006, by and between FIRST
NATIONAL BANK, a national banking association ("Lender") and GRANITE CITY FOOD &
BREWERY, LTD., a Minnesota corporation (formerly known as Founders Food &
Firkins, Ltd.) ("Borrower")
Preliminary Statement of Facts
1.
BORROWER IS INDEBTED TO LENDER UNDER A CERTAIN LOAN AGREEMENT
(THE "LOAN AGREEMENT") DATED JULY 19, 2001, IN THE ORIGINAL PRINCIPAL AMOUNT OF
$1,500,000.00 (THE "LOAN").
UNLESS OTHERWISE DEFINED HEREIN, CAPITALIZED TERMS
SHALL HAVE THE MEANING PROVIDED IN THE LOAN AGREEMENT.
2.
BORROWER'S OBLIGATIONS UNDER THE LOAN AGREEMENT IS EVIDENCED AND
SECURED BY THE FOLLOWING:
(A)
THAT CERTAIN $1,500,000 TERM NOTE, IN THE
AMOUNT OF $1,500,000.00, DATED JULY 19, 2001, FROM BORROWER IN FAVOR OF LENDER;
(B)
THAT CERTAIN MORTGAGE-SHORT-TERM-MORTGAGE
REDEMPTION LEASEHOLD MORTGAGE, SECURITY AGREEMENT, FIXTURE FINANCING STATEMENT
WITH ASSIGNMENT OF LEASES AND RENTS (THE "MORTGAGE") FROM BORROWER IN FAVOR OF
LENDER DATED [TO BE DETERMINED], RECORDED BY THE CASS COUNTY RECORDER ON [TO BE
DETERMINED], AS DOCUMENT NO. [TO BE DETERMINED];
(C)
THAT CERTAIN SECURITY AGREEMENT, DATED JULY
19, 2001, BY AND BETWEEN LENDER AND BORROWER;
(D)
THAT CERTAIN UCC-1 FINANCING STATEMENT FILED
WITH THE NORTH DAKOTA SECRETARY OF STATE ON JULY 30, 2001, AS DOCUMENT NO.
01-001030571;
(E)
THAT CERTAIN UCC-1 FINANCING STATEMENT
FILED WITH THE MINNESOTA SECRETARY OF STATE ON JULY 30, 2001, AS DOCUMENT NO.
20011224805;
(F)
THAT CERTAIN ASSIGNMENT OF LEASES AND
RENTS, DATED JULY 19, 2001, BY BORROWER IN FAVOR OF LENDER;
(G)
THAT CERTAIN LIMITED GUARANTY DATED JULY 19,
2001, BY ARTHUR E. PEW III IN FAVOR OF LENDER;
(H)
THAT CERTAIN GUARANTY, DATED JULY 19, 2001,
BY STEVEN WAGENHEIM IN FAVOR OF LENDER;
(I)
THAT CERTAIN GUARANTY, DATED JULY 19,
2001, BY WILLIAM BURDICK IN FAVOR OF LENDER;
(J)
THAT CERTAIN ENVIRONMENTAL AND ADA
INDEMNIFICATION AGREEMENT, DATED JULY 19, 2001, BY BORROWER IN FAVOR OF LENDER;
AND
(K)
THAT CERTAIN LANDLORD'S CONSENT AND
AGREEMENT DATED JULY 19, 2001, BY BORROWER'S LANDLORD IN FAVOR OF LENDER.
3.
THAT AS OF THE DATE HEREOF, THE UNPAID PRINCIPAL BALANCE OF THE
LOAN IS $1,350,534.16.
4.
BORROWER HAS REQUESTED THAT LENDER AGREE TO AMEND CERTAIN TERMS
OF THE LOAN DOCUMENTS.
5.
THE LENDER AGREES TO BORROWER'S REQUEST UPON THE FOLLOWING TERMS
AND CONDITIONS.
NOW, THEREFORE, in consideration of the mutual covenants and conditions
contained herein, Lender and Borrower agree as follows:
1.
RECITALS.
THE ABOVE RECITALS ARE INCORPORATED HEREIN BY THIS
REFERENCE.
2.
DEFINITIONS.
"Loan Documents" is hereby amended to mean the Loan Documents as amended
pursuant to this Agreement.
"Guaranties" is hereby amended to mean the Guaranty of Steve Wagenheim.
All
references to Guaranties are amended to refer to the Guaranty.
"Guarantors" is hereby deleted.
"Guarantor" means Steve Wagenheim.
"Project" is hereby amended to mean a 10,000 square foot Granite City Food &
Brewery facility located at 1636 SW 42nd Street, Fargo, North Dakota;
3.
CONDITIONS PRECEDENT.
THE LENDER'S OBLIGATION TO AMEND THE LOAN
DOCUMENTS SHALL BE SUBJECT TO THE CONDITIONS PRECEDENT THAT