LOAN AGREEMENT
THIS LOAN
AGREEMENT (as it may hereafter be amended, supplemented,
extended or renewed from time to time, the "
Agreement ") is made as of April 20, 2009 by and
among Golden Bridge LLC, a Colorado limited liability company, ("
Lender "), GOOD TIMES DRIVE THRU, INC., a Colorado
corporation (" Borrower ") and GOOD TIMES RESTAURANTS
INC., a Nevada corporation (" Co-Maker ").
For valuable
consIderation , the parties agree as follows:
ARTICLE 1
DEFINITIONS
1.1
Definitions . The following terms shall have the
following meanings:
"
Loan " means the financing in the amount of $185,000
provided by Lender to Borrower in accordance with this Agreement
and the other Loan Documents.
" Loan
Documents " means, collectively, this Agreement, the Note,
the Intercreditor Agreement of even date herewith attached hereto
as Exhibit A and the Warrant Agreement of even date herewith
attached hereto as Exhibit B, all as they may be amended,
supplemented, extended or renewed from time to time.
"
Note " means the Promissory Note of even date
herewith executed by Borrower and Co-Maker in favor of Lender
evidencing the Loan, as amended, supplemented, restated,
substituted or renewed from time to time.
ARTICLE 2
THE TRANSACTION
2.1
The Loan . Subject to the terms and conditions of this
Agreement, Lender agrees to make the Loan to Borrower and Borrower
agrees to borrow the Loan from Lender.
2.2
The Note . The Loan shall be evidenced by the Note and
the Intercreditor Agreement between Lender and PFGI II, LLC, a
Colorado limited liability company ("PFGI"). Borrower shall
repay the outstanding principal amount of the Loan together with
interest thereon in the manner and in accordance with the terms and
conditions of the Note.
2.3
Commitment Fee . At Closing, Borrower shall pay to
Lender a commitment fee in the amount of $3,700.
2.4
Purpose of the Loan . The proceeds of the Loan shall
be used by Borrower for the restaurant marketing and other working
capital costs of Borrower.
2.5
Closing; Disbursements . The Closing of the Loan
("Closing") shall occur on April 20, 2009 at which time the Loan
shall be disbursed by Lender by wire transfer of immediately
available funds to Borrower.
2.6
Conditions Precedent . The obligation of Lender and
Borrower to consummate the transaction contemplated by this
Agreement and to make the Loan is subject to the satisfaction of
the conditions that (1) PFGII, LLC, Borrower and Lender shall have
entered into the Intercreditor Agreement attached hereto as Exhibit
A and the deeds of trust and security agreements referenced in such
Intercreditor Agreement shall have been amended as set forth in
such Agreement, and (b) Borrower shall have executed and delivered
to Lender the Warrant Agreement attached hereto as Exhibit B.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES
Borrower
acknowledges and agrees that (a) the representations and warranties
in this Article are a material consideration to Lender; (b) Lender
is relying on the correctness and completeness of all of these
representations and warranties in making the Loan; and (c) the
representations and warranties are true and accurate as of the date
of this Agreement and will be true and accurate as of the Closing
as if made on the Closing date. Accordingly, Borrower
represents, warrants and certifies to Lender that:
3.1
Borrower Organizational Status; Power and Authority .
Borrower and Co-Maker are each a corporation, duly organized or
formed, validly existing and in good standing under the laws of
their respective states of incorporation. Borrower has all
requisite power and authority to own and operate its properties, to
carry on its businesses as now conducted and as proposed to be
conducted, and to enter into and perform the Loan Documents.
3.2
Due Authorization and Execution; Performance; No Conflicts
. All necessary entity action has been taken to authorize the
execution, delivery, consummation and performance by Borrower and
Co-Maker of the Loan Documents. The person(s) executing the
Loan Documents on behalf of Borrower and Co-Maker are duly
authorized to do so. No approval, authorization, consent,
certificate, license, permit, registration, qualification or other
action or grant by or filing with any governmental authority or
other person is required in connection with the authorization,
execution, delivery, consummation or performance by Borrower or
Co-Maker of the Loan Documents. The authorization, execution,
delivery, consummation and performance by Borrower and Co-Maker of
the Loan Documents will not conflict with or violate any of
Borrower's or Co-Maker's organizational documents or any applicable
laws or result in any default (or any event, that with the giving
of notice or the passage of time, or both, would constitute a
default) under any document, instrument or agreement to which
Borrower or Co-Maker is a party or by which Borrower or Co-Maker or
any of their assets are bound.
3.3
Binding Obligations . This Agreement and the other
Loan Documents have been duly executed and delivered by Borrower
and Co-Maker and constitute the legal, valid and binding
obligations of Borrower and Co-Maker enforceable against Borrower
and Co-Maker in accordance with their respective terms, except as
enforceability may be limited by applicable bankruptcy, insolvency,
liquidation, reorganization and other laws affecting the rights of
creditors generally and general principles of
