GUARANTY --------Morgans Foods Inc • December 20th, 1995 • Retail-eating places • Michigan
RECITALS:Shareholder Rights Agreement • June 2nd, 2003 • Morgans Foods Inc • Retail-eating places • Ohio
by and amongAsset Purchase Agreement • September 27th, 1999 • Morgans Foods Inc • Retail-eating places • Kentucky
AGREEMENT AND PLAN OF MERGER by and among APEX RESTAURANT MANAGEMENT, INC., APEX BRANDS FOODS, INC. and MORGAN’S FOODS, INC. dated as of March 30, 2014Agreement and Plan of Merger • March 31st, 2014 • Morgans Foods Inc • Retail-eating places • Ohio
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 30, 2014, by and among Apex Restaurant Management, Inc., a California corporation (“Parent”), Apex Brands Foods, Inc., an Ohio corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Morgan’s Foods, Inc., an Ohio corporation (the “Company”).
VOTING AGREEMENT by and among BANDERA MASTER FUND L.P., APEX RESTAURANT MANAGEMENT, INC. and APEX BRANDS FOODS, INC. dated as of March 30, 2014Voting Agreement • March 31st, 2014 • Morgans Foods Inc • Retail-eating places • Ohio
This VOTING AGREEMENT, dated as of March 30, 2014 (this “Agreement”), is by and among Apex Restaurant Management, Inc., a California corporation (“Parent”), Apex Brands Foods, Inc., an Ohio corporation (“Merger Sub”), and the shareholder of Morgan’s Foods, Inc., an Ohio corporation (the “Company”), set forth on the signature page hereto (the “Shareholder”).
AMENDED AND RESTATED SHAREHOLDER RIGHTS AGREEMENT between MORGAN'S FOODS, INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent Dated as of April 10, 2013Shareholder Rights Agreement • April 15th, 2013 • Morgans Foods Inc • Retail-eating places • Ohio
THIS AMENDED AND RESTATED SHAREHOLDER RIGHTS AGREEMENT (the "Amended Agreement"), dated as of April 10, 2013, is made between Morgan's Foods, Inc., an Ohio corporation (the "Company"), and Computershare Trust Company, N.A., (the "Rights Agent").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 15th, 2013 • Morgans Foods Inc • Retail-eating places • Ohio
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of April 12, 2013, by and between Morgan’s Foods, Inc., an Ohio corporation (the “Company”), and Bandera Master Fund L.P., a Cayman Islands exempted limited partnership (“Bandera”).
NOMINATION AGREEMENTNomination Agreement • April 15th, 2013 • Morgans Foods Inc • Retail-eating places • Ohio
This NOMINATION AGREEMENT (this “Agreement”) is made as of April 12, 2013, by and between Morgan’s Foods, Inc., an Ohio corporation (the “Company”) and Bandera Master Fund L.P., a Cayman Islands exempted limited partnership (“Bandera”). Unless otherwise specified herein, all of the capitalized terms used herein are defined in Section 4 hereof.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • April 15th, 2013 • Morgans Foods Inc • Retail-eating places • Ohio
This SHARE PURCHASE AGREEMENT (“Purchase Agreement”) is entered into as of April 12, 2013 (the “Effective Date”) by and between Morgan’s Foods, Inc., an Ohio corporation (the “Company”), and Bandera Master Fund L.P., a Cayman Islands exempted limited partnership (“Bandera”).
MASTER LAND AND BUILDING LEASE (Pool A) between DBMFI LLC, a Delaware limited liability company, as LANDLORD and MORGAN’S FOODS, INC., an Ohio corporation as TENANT December 9, 2011Disturbance and Attornment Agreement • May 29th, 2012 • Morgans Foods Inc • Retail-eating places • New York
THIS MASTER LAND AND BUILDING LEASE (this “Lease”) is made and entered into as of December 9, 2011 (the “Commencement Date”), by and between DBMFI LLC, a Delaware limited liability company (“Landlord”) and MORGAN’S FOODS, INC., an Ohio corporation (“Tenant ”).
LOCK-UP AGREEMENTLock-Up Agreement • April 15th, 2013 • Morgans Foods Inc • Retail-eating places • Ohio
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into on April 11, 2013 between Morgan’s Foods, Inc., an Ohio corporation (the “Company”), and JCP Investment Management, LLC, a Texas limited liability company (the “Holder”).
PRE-NEGOTIATION AGREEMENTPre-Negotiation Agreement • July 6th, 2011 • Morgans Foods Inc • Retail-eating places • Kentucky
This Pre-negotiation Agreement (this “Agreement”), dated as of this 19th day of May, 2011, is among KFC Corporation, a Delaware corporation (“Franchisor”), and Morgan’s Restaurants of Pennsylvania, Inc., Morgan’s Restaurants of Ohio, Inc., Morgan’s Restaurants of West Virginia, Inc., Morgan’s Foods of Missouri, Inc., Morgan’s Restaurants of New York, Inc., and Morgan Foods, Inc. (collectively, the “Franchisee”).
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • December 19th, 2012 • Morgans Foods Inc • Retail-eating places • Ohio
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this "Agreement"), dated as of November 6, 2008, is made and entered into by and between Morgan’s Foods, Inc., an Ohio corporation (the "Company"), and ___________ (the "Executive").
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 29th, 2011 • Morgans Foods Inc • Retail-eating places • Ohio
THIS AGREEMENT is made on , 2011 between Morgan’s Foods, Inc. an Ohio corporation (“Corporation”) and a director or officer of the Company (“Indemnitee”).
WITNESSETH:Restaurant Asset Sale Purchase Agreement • October 6th, 1998 • Morgans Foods Inc • Retail-eating places
LOAN AGREEMENTLoan Agreement • December 20th, 2013 • Morgans Foods Inc • Retail-eating places • Ohio
This LOAN AGREEMENT dated as of August 22, 2013, between MORGAN’S FOODS, INC., an Ohio corporation (the “Borrower”), and THE HUNTINGTON NATIONAL BANK, a national banking association (the “Bank”). The parties hereto, intending to be legally bound, hereby agree as follows:
PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONSMemorandum of Lease • May 29th, 2012 • Morgans Foods Inc • Retail-eating places • New York
This PURCHASE AND SALE AGREEMENT AND JOINT ESCROW INSTRUCTIONS (the “Agreement”) is dated as of December 9, 2011 (the “Effective Date”), by and between DBMFI LLC, a Delaware limited liability company (“Buyer”); MORGAN’S FOODS, INC., an Ohio corporation (“Parent”); MORGAN’S RESTAURANTS OF OHIO, INC., an Ohio corporation, MORGAN’S RESTAURANTS OF PENNSYLVANIA, INC., a Pennsylvania corporation, MORGAN’S RESTAURANTS OF WEST VIRGINIA, INC., a West Virginia corporation, MORGAN’S FOODS OF MISSOURI, INC., a Missouri corporation, and MORGAN’S RESTAURANTS OF NEW YORK, INC., a New York corporation (collectively, jointly and severally, “Sellers,” and each a “Seller”). Sellers, collectively, jointly and severally with Parent, are collectively referred to herein as the “Seller Parties” and each a “Seller Party”. Buyer, Parent and Sellers are collectively referred to herein as the “Parties” and individually as a “Party”.
From: Tang, Cathy Sent: Tuesday, August 30, 2011 11:44 PM To: Bart Craig Subject: Re: EXTENSION OF THE KFCC/MORGAN's PRE-NEGOTIATION "REMODEL MODEL AGREEMENT" DATE FROM AUGUST 31, 2011 TO SEPTEMBER 30, 2011 Hi Bart,Morgans Foods Inc • September 28th, 2011 • Retail-eating places
This confirms KFCC's agreement to the extension of the August 31, 2011 date stated in the Prenegotiation Agreement as set forth in your email below.
CREDIT AND SECURITY AGREEMENT among MORGAN’S FOODS, INC. as Borrower and FORTRESS CREDIT CORP. as Lender U.S. $7,500,000 Dated as of December 9, 2011Credit and Security Agreement • May 29th, 2012 • Morgans Foods Inc • Retail-eating places • New York
THIS CREDIT AND SECURITY AGREEMENT dated as of December 9, 2011 (this “Agreement”), is entered into between MORGAN’S FOODS, INC., an Ohio corporation (the “Borrower”), and FORTRESS CREDIT CORP., a Delaware corporation (the “Lender”). Borrower and Lender agree as follows:
AMENDED AND RESTATED SHAREHOLDER RIGHTS AGREEMENT between MORGAN’S FOODS, INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights Agent Dated as of October 2, 2007Shareholder Rights Agreement • October 11th, 2007 • Morgans Foods Inc • Retail-eating places • Ohio
THIS AMENDED AND RESTATED SHAREHOLDER RIGHTS AGREEMENT (the “Amended Agreement”), dated as of October 2, 2007, is made between Morgan’s Foods, Inc., an Ohio corporation (the “Company”), and Computershare Trust Company, N.A. (the “Rights Agent”).
PRE-NEGOTIATION AGREEMENTPre-Negotiation Agreement • May 31st, 2011 • Morgans Foods Inc • Retail-eating places • Kentucky
This Pre-negotiation Agreement (this “Agreement”), dated as of November 8, 2010, is among KFC Corporation, a Delaware corporation (“Franchisor”), and Morgan’s Restaurants of Pennsylvania, Inc., Morgan’s Restaurants of Ohio, Inc., and Morgan Foods, Inc. (collectively, the “Franchisee”).
MORGAN’S FOODS, INC. LONG-TERM INCENTIVE PLANRestricted Shares Grant Agreement • April 15th, 2013 • Morgans Foods Inc • Retail-eating places
Morgan’s Foods, Inc., an Ohio corporation (the “Company”), pursuant to the terms and conditions hereof, hereby grants to _________________ (“Grantee”) ______ Common Shares, without par value, of the Company (the “Restricted Shares”). The grant made by this Agreement is being made to Grantee in the Grantee’s capacity as a Director of the Company.
