December 14, 2009
Mr. Fred Gardner
Manager, PFGI II, LLC
1789 Highland Way
Steamboat Springs, CO 80487
This letter agreement will define the terms of an extension
and modification to the Amended and Restated Loan Agreement and Promissory Note
between Good Times Drive Thru Inc. and Good Times Restaurants Inc and PFGI II,
LLC, dated July 1, 2008, as amended on April 20, 2009. These terms will be
incorporated into an Amended and Restated Loan Agreement and Promissory Note
effective as of January 1, 2010.
maturity date for all outstanding principal and interest under the note will be
extended to December 31, 2012.
interest rate will be fixed at 3% over the fixed rate charged by Bank of
Colorado, or 8.65%.
and interest will be due monthly based upon a 25 year amortization of the
$2,500,000 note, with the balance due upon maturity.
of the collateral remains the same as under the existing loan agreement and the
Amended & Restated Promissory Note and Loan Agreement will include restated
collateral agreements. Any proceeds from the sale of any of the collateral
will go toward the payment of outstanding principal on the note and the
remaining balance will be re-amortized over a 25 year schedule, with principal
and interest payable monthly. No additional draws may be made on the loan as
principal is paid down.
Times will pay a .5% loan fee on January 2, 2010 and upon the maturity of the
Times will issue to PFGI II, LLC warrants for the purchase of common stock
equal to 5% of the note ($125,000.00). The exercise price of the warrants
shall be the average market price of the stock during the 20 trading days prior
to January 2, 2010 and the warrants shall be exercisable until December 31,
2012. The warrants are detachable from the note and if the note is prepaid in
full or in part, the warrants will remain exercisable for their term.
If the terms of
this letter agreement are acceptable, please sign where provided below and we
will prepare amended note and loan agreements effective as of January 1, 2010.
Good Times Restaurants, Inc. PFGI
Good Times Drive Thru Inc.
/s/ Boyd E.
/s/ Fred Gardner
President & CEO