Roadhouse Grill Inc Sample Contracts

ROADHOUSE GRILL, INC., as Issuer, and STATE STREET BANK AND TRUST COMPANY, as Trustee INDENTURE
Indenture • June 17th, 2002 • Roadhouse Grill Inc • Retail-eating places • New York
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LEASE
Lease • March 10th, 1999 • Roadhouse Grill Inc • Retail-eating places • Arizona
EXHIBIT 10.19 ROADHOUSE GRILL TRADEMARK LICENSE AGREEMENT
Agreement • August 10th, 2004 • Roadhouse Grill Inc • Retail-eating places
1 Exhibit 10.51 LOAN AND SECURITY AGREEMENT Dated March 27, 1998
Loan and Security Agreement • May 13th, 1998 • Roadhouse Grill Inc • Retail-eating places • Arizona
PURCHASE AGREEMENT
Purchase Agreement • November 15th, 1996 • Roadhouse Grill • Retail-eating places • Minnesota
EXHIBIT 10.1 ROADHOUSE GRILL, INC. UNSECURED NOTE
Roadhouse Grill Inc • March 12th, 2003 • Retail-eating places • New York
AND
Joint Venture Agreement • September 13th, 2000 • Roadhouse Grill Inc • Retail-eating places
Roadhouse Grill Logo} Eat, drink and be yourself.
Forbearance Agreement • March 14th, 2001 • Roadhouse Grill Inc • Retail-eating places
WITNESSETH:
Agreement for Purchase and Sale • March 30th, 1998 • Roadhouse Grill Inc • Retail-eating places • Florida
1 Exhibit 10.57 REVOLVING LOAN AGREEMENT Dated as of October 28, 1999
Revolving Loan Agreement • December 8th, 1999 • Roadhouse Grill Inc • Retail-eating places • Arizona
BACKGROUND
Employment Agreement • November 15th, 1996 • Roadhouse Grill • Retail-eating places • Florida
BERJAYA GROUP (CAYMAN) LIMITED LEVEL 28 SHAHZAN PRUDENTIAL TOWER 30 JALAN SULTAN ISMAIL 50240 KUALA LUMPUR MALAYSIA
Agreement • October 24th, 1996 • Roadhouse Grill • Retail-eating places • Florida
SECURITY AGREEMENT
Security Agreement • October 24th, 1996 • Roadhouse Grill • Retail-eating places
EMPLOYEE SEVERANCE AGREEMENT
Employee Severance Agreement • August 17th, 2005 • Roadhouse Grill Inc • Retail-eating places

THIS EMPLOYEE SEVERANCE AGREEMENT (“Agreement”) is made and entered into as of this 8th day of August, 2005 (“Effective Date”), between Roadhouse Grill, Inc., a Florida corporation (hereinafter referred to as the “Company”), and Dorothy Blalock (hereinafter referred to as the “Employee”)

SECOND AMENDED AND RESTATED SECURITY AGREEMENT
Security Agreement • March 24th, 2006 • Roadhouse Grill Inc • Retail-eating places • Florida
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ADDENDUM
Roadhouse Grill Inc • December 10th, 2003 • Retail-eating places

THIS ADDENDUM is made and entered into this 8th day of August, 2003 (the “Execution Date”), by and between Roadhouse Grill, Inc.(“Company”), and Roadhouse Grill Asia Pacific (Cayman) Limited (“Developer”)

AGREEMENT AMONG BERJAYA GROUP (CAYMAN) LIMITED, PRIME GAMING PHILIPPINES, INC., STEVE SATERBO, AND TONTO CAPITAL PARTNERS, GP (SELLERS), ROADHOUSE GRILL, INC., RHG ACQUISITION CORPORATION, AND DUFFY’S HOLDINGS, INC.
Agreement • April 10th, 2007 • Roadhouse Grill Inc • Retail-eating places • Florida

Berjaya, Saterbo and Tonto (individually a “Seller” and collectively the “Sellers”) are the owners of an aggregate of 24,996,342 shares (the “Shares”) of the common stock, par value $0.03 per share (the “Common Stock”), of RHG representing 85.5% of the issued and outstanding shares of capital stock of RHG.

ROADHOUSE GRILL, INC. 2703-A GATEWAY DRIVE POMPANO BEACH, FLORIDA 33069 November 17. 2005
Letter Agreement • December 12th, 2005 • Roadhouse Grill Inc • Retail-eating places • Florida

This letter agreement (“Agreement”) between the parties hereto sets forth the terms under which Ayman Sabi (“Sabi”) , in his role as a stockholder of the Company, will enter into a Voting Agreement (the “Voting Agreement”) agreeing to vote the shares of the Company’s common stock that he owns (including the shares owned of record by Tonto Capital Partners, GP) in favor of the proposed Merger (the “Merger”) between the Company and Steakhouse Partners, Inc. (“Steakhouse”).

EMPLOYEE SEVERANCE AGREEMENT
Employee Severance Agreement • August 17th, 2005 • Roadhouse Grill Inc • Retail-eating places

This EMPLOYEE SEVERANCE AGREEMENT (“Agreement”) is entered into by and between Roadhouse Grill, Inc., a Florida corporation (“Company”) and Ayman Sabi (“Employee”) as of the 8th day of August, 2005 (“Effective Date”).

AMENDED AND RESTATED LOAN AGREEMENT between BERJAYA GROUP (CAYMAN) LIMITED (as Lender) and ROADHOUSE GRILL, INC. (as Borrower) As of October 6, 2005
Loan Agreement • November 2nd, 2005 • Roadhouse Grill Inc • Retail-eating places • Florida

This Agreement dated as of October 6, 2005, is between BERJAYA GROUP (CAYMAN) LIMITED, a Cayman Islands corporation (the “Lender”), and ROADHOUSE GRILL, INC., a Florida corporation (the “Borrower”). The Borrower’s obligation to repay any line of credit loan described in this Agreement is contained in that certain Amended and Restated Line of Credit Promissory Note in the principal amount of Three Million Two Hundred Fifty Thousand and No/100 Dollars ($3,250,000.00) of even date herewith and any additional promissory notes now or hereafter executed and delivered by the Borrower to the Lender and any renewals, modifications, restatements, amendments and extensions thereof (collectively, the “Note”), which is expressly NOT incorporated herein pursuant to Section 201.08(6), Florida Statues and Rules 12B-4.052(6)(b) and (12)(g), Florida Administrative Code. This Agreement amends and restates, but does not satisfy, discharge or repay, or constitute a novation of, the Loan Agreement dated as

LOAN AGREEMENT between BERJAYA GROUP (CAYMAN) LIMITED (as Lender) and ROADHOUSE GRILL, INC. (as Borrower) As of August 10, 2005
Loan Agreement • August 17th, 2005 • Roadhouse Grill Inc • Retail-eating places • Florida

This Agreement dated as of August 10, 2005, is between BERJAYA GROUP (CAYMAN) LIMITED, a Cayman Islands corporation (the “Lender”), and ROADHOUSE GRILL, INC., a Florida corporation (the “Borrower”). The Borrower’s obligation to repay any line of credit loan described in this Agreement is contained in that certain Line of Credit Promissory Note in the original principal amount of One Million Two Hundred Fifty Thousand and No/100 Dollars ($1,250,000.00) of even date herewith and any additional promissory notes now or hereafter executed and delivered by the Borrower to the Lender and any renewals, modifications, restatements, amendments and extensions thereof (collectively, the “Note”), which is expressly NOT incorporated herein pursuant to Section 201.08(6), Florida Statues and Rules 12B-4.052(6)(b) and (12)(g), Florida Administrative Code.

ROADHOUSE GRILL, INC. 2703-A Gateway Drive Pompano Beach, Florida 33069 November 17, 2005
Roadhouse Grill Inc • December 12th, 2005 • Retail-eating places

Berjaya Group (Cayman) Limited c/o Berjaya Group Berhad 11th Floor, Menara Berjaya, KL Plaza 179 Jalan Bukit Bintang 55100 Kuala Lampur, Malaysia Attn: Mr. Francis Lee

Agreement And Plan Of Merger
Agreement and Plan of Merger • November 18th, 2005 • Roadhouse Grill Inc • Retail-eating places • Delaware

AGREEMENT AND PLAN OF MERGER dated as of November 17, 2005, (the “Agreement”) among Roadhouse Grill, Inc., a Florida corporation (“Company”), Steakhouse Partners, Inc., a Delaware corporation (“Acquiror”), and RGI Acquisition Corp., a Florida corporation and a wholly-owned subsidiary of Acquiror (“Merger Sub”).

BILL OF SALE
Bill of Sale • April 10th, 2007 • Roadhouse Grill Inc • Retail-eating places

THIS BILL OF SALE is made and entered into as of April ____, 2006 by Roadhouse Grill, Inc., a Florida corporation (“Seller”), in favor of Berjaya Group (Cayman) Limited, a Cayman Islands corporation (“Buyer”).

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • June 21st, 2006 • Roadhouse Grill Inc • Retail-eating places • Florida

This First Amendment to Second Amended and Restated Loan Agreement (this “Amendment”), is dated as of May 8, 2006, is between BERJAYA GROUP (CAYMAN) LIMITED, a Cayman Islands corporation (the “Lender”), and ROADHOUSE GRILL, INC., a Florida corporation (the “Borrower”), and amends the Second Amended and Restated Loan Agreement, dated as of March 15, 2006, between the Lender and the Borrower (the “Second Amended and Restated Agreement”, and as heretofore or hereinafter modified, supplemented, restated or otherwise amended, hereinafter referred to as the “Agreement”). This Amendment amends and modifies, but does not satisfy, discharge or repay, or constitute a novation of, the Second Amended and Restated Agreement or any Loans heretofore made under the Second Amended and Restated Agreement or any Collateral which secures such Loans.

PARTNERSHIP AGREEMENT OF TONTO CAPITAL PARTNERS, GP
Partnership Agreement • March 10th, 2004 • Roadhouse Grill Inc • Retail-eating places • Delaware

This PARTNERSHIP AGREEMENT (“Agreement”) of TONTO CAPITAL PARTNERS, GP (the “Partnership”) is entered into effective as of September 20, 2002 by and among AYMAN SABI (“Sabi”), NOFAL KAHOOK (“Kahook”) and ABDEL KARIM SHEHADEH (“Shehadeh” and Sabi, Kahook and Shehadeh are collectively referred to as the “Partners”).

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