Exhibit 10.8
October 5, 2009
VIA FACSIMILE AND U.S. MAIL
Granite City Food & Brewery
Ltd.
Granite City Restaurant
Operations, Inc.
5402 Parkdale Drive, Suite 101
Minneapolis, MN 55416
Attn: James G. Gilbertson
Re:
WAIVER OF DEFAULT — Bridge
Loan Agreement, as amended, from Harmony Equity Income Fund,
L.L.C., and Harmony Equity Income Fund II, L.L.C., to Granite City
Food & Brewery Ltd. and Granite City Restaurant
Operations, Inc.
Ladies and Gentlemen:
Reference is made to that certain
Bridge Loan Agreement by and between Granite City Food &
Brewery Ltd. (the “ Company ”), Granite City
Restaurant Operations, Inc. (along with the Company, the
“ Borrowers ”), Harmony Equity Income Fund,
L.L.C. (the “ Administrative Agent ”), and
Harmony Equity Income Fund II, L.L.C. (together with Harmony Equity
Income Fund L.L.C., the “ Lenders ”), dated as
of March 30, 2009, as amended on April 22, 2009,
April 30, 2009, May 29, 2009 and July 31, 2009, and
as such may be amended from time to time (the “Loan
Agreement ”). For the purposes of this letter,
the Loan Agreement shall be deemed to include the Convertible
Bridge Notes, Security Agreement, IP Agreement and Leasehold
Mortgage, Investor Rights Agreement and all other agreements and
instruments entered into and binding upon the undersigned and the
Borrowers pursuant thereto. Capitalized terms not otherwise
defined herein shall have the meanings assigned to such terms in
the Agreement.
This letter confirms that Lenders
have previously waived certain specific defaults by letter dated
August 2009.
The Company has entered into a Debt
Conversion Agreement with DHW Leasing, LLC dated September 21,
2009 (“DHW Agreement”), an accurate and complete copy
of which has been delivered to Administrative Agent and its
counsel. Borrowers have represented that pursuant to the DHW
Agreement the equipment originally leased by Borrowers for the
Restaurant will become the property of Borrowers free and clear of
any indebtedness or encumbr
