any
of the foregoing) and, from and after the date hereof, each reference to the
Guaranty, Pledge and Security Agreement contained in the Credit Agreement, the
Guaranty, Pledge and Security Agreement and each other Loan Document (and in
each other agreement, document or instrument that refers to any of the
foregoing) shall constitute a reference to the Guaranty, Pledge and Security
Agreement, as modified hereby.
3.3
This Agreement may be signed in any number of counterparts, each
of which shall be an original, with the same effect as if the signatures and
hereto were upon the same instrument.
Signatures delivered by facsimile and
other electronic transmission shall bind the parties delivering the same.
This
Agreement and the other Loan Documents constitute the entire agreement and
understanding among the parties hereto, and supersede any and all prior
agreements and understandings, oral or written, in each case relating to the
subject matter hereof.
3.4
THIS AGREEMENT AND ALL MATTERS RELATING HERETO OR ARISING HEREFROM
(WHETHER SOUNDING IN CONTRACT LAW, TORT LAW OR OTHERWISE), SHALL BE GOVERNED BY,
AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
ILLINOIS.
Remainder of Page Intentionally Left Blank
- Signature Page(s) Follow -
A-3
Each of the undersigned has caused this Agreement to be duly executed and
delivered as of the date first above written.
NEW GUARANTOR:
[
], a [
]
By:
Name:
Title:
ACKNOWLEDGED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:
GRANITE CITY FOOD & BREWERY LTD., a Minnesota corporation, as Borrower
GRANITE CITY RESTAURANT OPERATIONS, INC., a Minnesota corporation, as a
Guarantor
By:
By:
Name:
Name:
Title:
Title:
GRANITE CITY - ARKANSAS, INC., an Arkansas corporation, as a Guarantor
GRANITE CITY - PEORIA, INC., an Illinois corporation, as a Guarantor
By:
By:
Name:
Name:
Title:
Title:
GRANITE CITY - ORLAND PARK, INC., an Illinois corporation, as a Guarantor
GRANITE CITY OF INDIANA, INC., an Indiana corporation, as a Guarantor
By:
By:
Name:
Name:
Title:
Title:
A-4
GRANITE CITY - CREVE COEUR, INC., a Missouri corporation, as a Guarantor
GRANITE CITY OF OHIO, INC., an Ohio corporation, as a Guarantor
By:
By:
Name:
Name:
Title:
Title:
GRANITE CITY - ROCKFORD, INC., an Illinois corporation, as a Guarantor
GRANITE CITY OF KANSAS LTD., a Kansas corporation, as a Guarantor
By:
By:
Name:
Name:
Title:
Title:
[
], a [
],
as a Guarantor
By:
Name:
Title:
A-5
ACKNOWLEDGED AND ACCEPTED AS OF THE DATE FIRST ABOVE WRITTEN:
FIFTH THIRD BANK, an Ohio banking corporation, as Administrative Agent
By:
Name:
Title:
A-6
ANNEX A
TO
GUARANTOR JOINDER AGREEMENT
REVISED GUARANTY, PLEDGE AND SECURITY AGREEMENT SCHEDULES
Attached.
A-7
EXHIBIT B
TO
GUARANTY, PLEDGE AND SECURITY AGREEMENT
FORM OF COPYRIGHT SECURITY AGREEMENT
This COPYRIGHT SECURITY AGREEMENT (this "Agreement") dated as of
[
, 20
] is executed and delivered by
[
, a
] ("Grantor"), in favor of
FIFTH THIRD BANK, in its capacity as administrative agent (in such capacity,
together with its successors and assigns