Exhibit 10.9
MASTER AMENDMENT TO
LEASES
THIS MASTER AMENDMENT TO LEASES (the
“Master Amendment”) entered into effective the 5
th day of October, 2009 (the “Execution
Date”), by and among GC Omaha Limited Partnership, Dunham
Capital Management, L.L.C., GC Rosedale, L.L.C., GC Lincoln Limited
Partnership, GC Olathe Limited Partnership, GC Eagan Limited
Partnership, GC Cedar Rapids/Davenport Limited Partnership, GC Des
Moines Limited Partnership, GC Holdings Limited Partnership and GC
Wichita Limited Partnership (each, a “Dunham Landlord”,
collectively, the “Dunham Landlords”), and Granite City
Food & Brewery, Ltd. (“GCFB”).
WITNESSETH:
WHEREAS, one of the Dunham Landlords
is the landlord under each lease agreement with GCFB described on
the attached Exhibit A for the location indicated on
Exhibit A for the applicable lease (the
“Leases”), and
WHEREAS, GCFB and DHW Leasing,
L.L.C., have entered into a Debt Conversion Agreement and the
Dunham Landlords have agreed in connection therewith to amend the
terms of the Leases;
NOW, THEREFORE, in consideration of
the above recitals that by this reference are incorporated herein,
the mutual covenants and conditions contained herein and other
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties have agreed to amend the Leases as
set forth below.
1.
Deferred Rent System . For all rent payments due on
and after June 1, 2009 under the Leases, the Dunham Landlords
agree to defer each payment of rent once for one month (the
“Deferred Rent System”). For example, each rent
payment due on October 1, 2009 shall be payable on
November 1, 2009.
2.
Reduced Rent System For all rent payments due on and
after June 1, 2009 under the Leases, the Dunham Landlords
agree to reduce each rent payment by thirty percent (30%) (the
“Reduced Rent System”). The total amount of rent
reductions granted under this Section 2 shall be payable by
GCFB as described in Section 3 below.
3.
Duration of Rent Deferrals and Reductions; Repayment .
The Deferred Rent System and the Reduced Rent System shall be in
effect until the earlier of: (i) the date GCFB closes on
aggregate net proceeds to GCFB of at least $2,000,000 from any
combination of debt or equity financings (the “Financing
Date”) or (ii) the first anniversary of the Execution
Date. At the earlier of the Financing Date or the first
anniversary of the Execution Date, GCFB shall (i) pay each
Dunham Landlord the total amount of rent reductions and unpaid
deferred rent granted in Sections 1 and 2 above by such Dunham
Landlord in one lump sum, without any accrued interest, and
(ii) make the rent payments for the remainder of the Leases in
the amounts and at the times required by the Leases.
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