Attached files
file | filename |
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10-Q - NATHANS FAMOUS, INC. | v192379_10q.htm |
EX-10.1 - NATHANS FAMOUS, INC. | v192379_ex10-1.htm |
EX-31.1 - NATHANS FAMOUS, INC. | v192379_ex31-1.htm |
EX-32.1 - NATHANS FAMOUS, INC. | v192379_ex32-1.htm |
EX-31.2 - NATHANS FAMOUS, INC. | v192379_ex31-2.htm |
EX-32.2 - NATHANS FAMOUS, INC. | v192379_ex32-2.htm |
EXHIBIT
10.2
July
19, 2010
Nathan’s Famous, Inc.
1 Jericho Plaza, Second Floor-Wing A
Jericho, NY 11753
Re: $10,000,000.00 line of
credit
Ladies and
Gentlemen:
Citibank, N.A. ("Citibank") is pleased
to advise you it holds available for Nathan’s Famous, Inc., a corporation organized and in
good standing under the laws of the State of Delaware (the “Borrower), a line of
credit (the "Line") in the amount of $10,000,000.00, subject to the following terms and
conditions:
1. Description
of the Line:
Loans provided under the Line shall be
evidenced by Citibank's Master Note (the "Note") in the amount of the Line which
Note shall bear interest at a rate at the time of each request for an advance
equal:
(a) LIBOR
Rate: A rate of
interest equal to the LIBOR Rate, as such term is defined in the Note, plus a
margin of 200 basis points for an interest period of one
month.
(b) Prime
Rate: A rate of
interest equal, each day, to the greater of (i) the prime rate of interest
announced by the Bank from time to time at its principal office as its prime
commercial lending rate (the “Prime Rate”), or (ii) the Minimum Interest Rate,
as hereinafter defined, plus in each case a margin of 0.00%. Any
change in the Prime Rate or the Minimum Interest Rate, as applicable shall take
effect on the date of the change in the Prime Rate or the Minimum Interest
Rate.
“Minimum Interest Rate” means two
hundred (200) basis points in excess of the rate of interest determined by
Citibank in accordance with its customary procedures and utilizing such
electronic or other quotation sources as it considers appropriate to be the
prevailing rate per annum in effect each banking day at which deposits in United
States dollars for a one month period, determined by Citibank in its sole
discretion, are offered to Citibank by first class banks in the London Interbank
Market shortly after 11:00 a.m. (London time) two banking days prior to the date
such rate of interest shall be effective and applied to existing and future
advances under the Line.
Interest on the unpaid principal balance
of the Note from time to time outstanding shall be payable in the time and
manner specified in the Note. Any advance under the Line made by
Citibank in its discretion shall be in an amount not less than
$100,000.00. Such advance may be prepaid, in whole or in part, in
increments of not less than $100,000.00, without premium or
penalty.
The Borrower agrees to indemnify
Citibank and hold Citibank harmless from any loss or expense that Citibank may
sustain or incur, as more particularly described in the Note should the Borrower
make any prepayment of the principal of an advance hereunder bearing interest at
the LIBOR Rate or in the event of a default by the Borrower in the payment or
performance of any terms of the Note or this line letter.
The Borrower acknowledges and agrees
that the Line is uncommitted and requests for advances or extensions of credit
thereunder shall be approved in the discretion of Citibank, which may refuse to
make an extension of credit under the Line at any time without prior notice to
the Borrower, and that the performance or compliance by the Borrower of the
agreements contained in this letter, or in any other document or agreement
evidencing or securing such advances or extensions of credit, shall not obligate
Citibank to make an advance or provide an extension of credit
thereunder.
Subject to the terms and conditions
hereof, the Line shall be available until June 30, 2011.
2. Guarantors:
Repayment of all loans, extensions of
credit and financial accommodations provided under the Line together with
interest and costs thereon shall be guaranteed, jointly and severally, by
Nathan’s Famous Services, Inc., Nathans Famous Operating Corp., NF Treachers
Corp. and Nathan’s Famous Systems, Inc. (each
a "Guarantor" and collectively, the "Guarantors") pursuant to Citibank's
Guarantee of All Liability.
3. Purpose of
the Line:
The purpose of the Line shall be for
working capital needs.
4. Security for the
Line:
The Line shall be secured by a first
priority security interest in all assets and personal property of the Borrower
and Guarantors pursuant to Citibank's General Security Agreement and duly filed
UCC-1 Financing Statements.
5. Conditions
Precedent:
Prior to the Borrower's initial request
for an advance under the Line, it shall have provided to Citibank, (if not
already done so):
(a) a copy of the resolutions passed by the
Borrower's Board of Directors certified by its Secretary as being in full force
and effect authorizing the borrowing described herein and the execution of all
documents and agreements required by Citibank to evidence and secure the Line;
and
(b) a copy of the resolutions passed by each
Guarantor’s Board of Directors or member, as applicable, certified by the
Secretary of such Guarantor or Member, as applicable, as being in full force and
effect authorizing the guarantee described herein and the execution of all
documents and agreements required by Citibank to evidence and secure the Line;
and
(c) a copy of the certificate of
incorporation or formation of the Borrower and each Guarantor.
6. Special
Requirements:
a. The Borrower agrees to maintain at all
times:
a maximum leverage ratio (the ratio of
total unsubordinated liabilities to tangible net worth) of not greater than 2.00
to 1.00.
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7. Annual
Clean-up:
The Borrower covenants and agrees that
for a period of not less than thirty (30) consecutive days at any one time prior
to the expiration of the Line there shall be no loans outstanding
thereunder.
8. Acceptance:
If the foregoing is acceptable, please
so indicate by signing and returning this letter before August 3, 2011, the date this letter will
otherwise expire, unless extended in writing by Citibank.
Very truly yours, | |||
CITIBANK, N.A. | |||
|
By:
|
/s/ Timothy M. Foley | |
Name: Timothy M. Foley | |||
Title: Vice President |
Agreed and Accepted
this
3 day of August, 2010
BORROWER:
Nathan’s Famous, Inc.
By: |
/s/Ronald
DeVos
|
|
|||
Name: Ronald
DeVos
|
|
||||
Title: Vice President – Finance And
CFO
|
|
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