EXHIBIT 10.14
October 23, 1996
Home Loan and Investment Bank
000 Xxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
ATTN: Xxxxx X. Xxxxx, Small
Business Banking Manager
Re: Cafe la france
Dear Xxx,
Pursuant to that certain Authorization and Loan Agreement dated February
28, 1996 (the "Loan Agreement") by and among Home Loan and Investment Bank,
F.S.B. ("Lender"), the U.S. Small Business Administration ("SBA") and Cafe la
france, Inc., a Rhode Island corporation ("Borrower"), Lender loaned to Borrower
the principal amount of $350,000 subject to the terms and conditions of the Loan
Agreement and certain related documents, including but not limited to Borrower's
promissory note to Lender in the principal amount of $350,000 (the "Note") and a
Security Agreement dated February 28, 1996 between Borrower and Lender (the
"Security Agreement") (the Loan Agreement, the Note, the Security Agreement and
any related documents including guarantees by Borrower's affiliates are
hereinafter referred to as the "Loan Documents").
Certain of the Loan Documents contain representations that Borrower will
not acquire any additional locations without Lender's prior consent (Section
4.F.13 of the Loan Agreement), that Borrower will not undertake further
borrowing without Lender's prior consent (Section 4.F.8 of the Loan Agreement),
and that Borrower will not reorganize or merge with any other corporation
without Lender's prior consent (Section 4.E of the Loan Agreement; Paragraph
4(4) of the Note; Section 5 of the Security Agreement).
Borrower has disclosed orally to Lender and hereby notifies Lender in
writing of the following occurrences and events which may require consent of the
Lender under the
Loan Documents and requests Lender's consent to the following and waiver of any
defaults that any of the following may constitute under the Loan Documents:
1. Borrower intends to reorganize as a Delaware corporation pursuant to
the Agreement and Plan of Merger and Reorganization attached hereto as
Exhibit A.
2. Borrower's Delaware successor corporation intends to close a $600,000
private placement of 12% Promissory Notes and Warrants to purchase common
stock pursuant to the Borrower's Private Offering Memorandum attached
hereto as Exhibit B.
3. Borrower's subsidiary CLF2, Inc. ("CLF2") acquired an additional
location known as The Village Bean on August 1, 1996 pursuant to the
agreement attached hereto as Exhibit C, in connection with which CLF2
received a loan of $50,000 pursuant to the promissory note attached
hereto as Exhibit D which loan has been paid.
4. Borrower has entered into a letter of intent with Xxxxxxxxx
Securities, Inc. to undertake a public offering of common stock which is
expected to occur in 1997.
Your signature below will constitute your acknowledgment of the foregoing
and your consent to such actions and waiver of any defaults the same may
constitute under Loan Documents. We appreciate your willingness to work with us
as our business continues to grow and expand.
Very truly yours,
/s/ Xxxxxx X. XxXxxxx
Xxxxxx X. XxXxxxx
ACKNOWLEDGED AND AGREED:
Home Loan and Investment Bank
By:/s/ Xxxxx X. Xxxxx
Xxxxx X. Xxxxx
Attachments:
Exhibit A: Agreement and Plan of Merger and Reorganization
Exhibit B: Private Offering Memorandum dated September 12, 1996
Exhibit C: Agreement for the purchase of The Village Bean dated
August 1, 1996
Exhibit D: Promissory Note in the principal amount of $50,000 [PAID]
