Exhibit 10.38
AMENDMENT NO. 1 TO
GUARANTY
This Amendment No. 1 to Guaranty
dated as of March 29, 2007 (the “ Amendment ”)
amends that certain Guaranty (the “ Guaranty ”)
dated as of September 25, 2006 and issued by Bertucci’s
Corporation (the “ Guarantor ”) in favor and for
the benefit of BUCA, Inc. (the “ Creditor
”).
WHEREAS, the Creditor, BUCA
Restaurants 3, Inc. (the “ Company ”), Vinny
T’s Acquisition Corporation (the “ Debtor
”) and the Guarantor entered into that certain Stock Purchase
Agreement dated as of September 25, 2006 (the “ Stock
Purchase Agreement ”) whereby the Debtor acquired all of
the issued and outstanding capital stock of the Company from the
Creditor (the “ Transaction ”);
WHEREAS, pursuant to the terms of
the Stock Purchase Agreement on September 25, 2006, the Debtor
issued to the Creditor a Promissory Note in the original principal
amount of $3,800,000.00 (the “ Original Promissory
Note ”);
WHEREAS, as a condition to the
consummation of the Transaction, the Creditor required that
the Guarantor execute and deliver the Guaranty to the
Creditor;
WHEREAS, on the date hereof the
Debtor and the Creditor have amended and restated the Original
Promissory Note to, among other things, reduce the principal amount
owed under the Original Promissory Note from $3,800,000.00
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