EXHIBIT 10.50
LOAN AGREEMENT
THIS LOAN AGREEMENT (hereinafter the "Agreement") is made as of this 15th
day of January, 1998, by and between MANUFACTURERS BANK OF FLORIDA, a national
banking association, having an address of 0000 Xxxxx Xxxxxxx Xxxxxx, Post Office
Box 4040, Xxxxx, Xxxxxxx 00000 (hereinafter referred to as "Bank") and SHELLS
SEAFOOD RESTAURANTS, INC., a Delaware corporation, having as its principal
address of 00000 Xxxxx Xxxx Xxxxx Xxxxxxx, Xxxxx 000, Xxxxx, Xxxxxxx 00000
(hereinafter referred to as "Borrower").
W I T N E S S E T H:
WHEREAS, Borrower has requested that Bank make available to Borrower a
loan in the amount of Eight Hundred Fifty Thousand and No/l00ths Dollars
($850,000.00) (the "Loan"), which Loan shall be secured by certain furniture,
fixtures, equipment and other personal property (collectively, the "Property")
in the Shell's Seafood Restaurants located at 0000 Xxxxx Xxxxxx Xxxxxx,
Xxxxxxxxxxx. Xxxxxxx 00000 and 0000 Xxxxxxxxx Xxxxxxx Xxxx, Xxxxx, Xxxxxxx
00000 (collectively, the "Real Property'); and
WHEREAS, Bank is willing to make available to Borrower the Loan as
requested, under the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises, the mutual covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. LOAN: On the date hereof, Borrower shall make the Loan available to
Bank. The Loan shall be evidenced by that certain Promissory Note of even date
herewith (the "Note"), in the original principal amount of Eight Hundred Fifty
Thousand and No/100ths Dollars ($850,000.00), made by Borrower to the order of
Bank, and secured by that certain Security Agreement of even date herewith (the
"Security Agreement"), by and between Borrower and Bank, granting to Bank a
security interest in the Personal Property. The Note, the Security Agreement and
all other documents executed as part of the Loan are hereinafter collectively
referred to as the "Security Documents."
2. TERM: The term of this Agreement shall be for a period beginning with
the date hereof and terminating upon payment of the unpaid principal and accrued
interest under the Note, unless sooner terminated pursuant to the terms of this
Agreement.
3. REPRESENTATIONS AND WARRANTIES: Borrower represents and warrants that:
(a) FINANCIAL CONDITION: All balance sheets, financial statements,
profit and loss statements, and all other financial information heretofore
furnished to Bank are true and correct in all material respects and fairly
reflect the financial condition of Borrower
and each of its subsidiary companies (collectively, the "Subsidiaries") as
of the dates thereof, including all contingent liabilities of every type
and that the financial condition of Borrower and its Subsidiaries as
stated in the financial statements provided to Bank has not changed
materially and adversely since the dates of such documents.
(b) CAPACITY AND STANDING: This Agreement, the Note, Security
Agreement, and any related documents executed pursuant to this Agreement,
when executed, shall constitute valid and binding obligations of Borrower.
Borrower warrants and represents that it is a corporation duly organized
and existing under the laws of the State of Delaware and is duly qualified
and in good standing in the State of Florida and in every other state in
which the nature of its business shall require such qualification (except
where the failure to be so qualified will not have a material adverse
effect on Borrower's operations), and is duly authorized to make and
perform the obligations under the Security Documents.
(c) VIOLATION OF OTHER AGREEMENTS: The execution of this Agreement and
the Security Documents specified herein, and the performance of the
undersigned pursuant to this Agreement and the Security Documents will not
violate any provision of law, or any agreement, indenture, note or other
instrument binding upon Borrower or give cause for the acceleration of any
obligations of Borrower.
(d) AUTHORITY: All authority from and approval by any governmental
body, commission or agency, State or Federal, necessary to the making or
validity of this Agreement or the Security Documents has been obtained or
will be obtained.
(e) ASSET OWNERSHIP: Except as set forth in EXHIBIT A attached hereto,
Borrower has good and marketable title to the Property, and the right to
grant to Bank a security interest in the Property as contemplated by the
Security Agreement. Borrower or its Subsidiaries has good and marketable
title to all of the properties and assets reflected on the balance sheets
and financial statements supplied to the Bank by Borrower, and that all
such properties and assets are free and clear of mortgages, security
deeds, pledges, liens, charges, and all other encumbrances, except as
otherwise disclosed by the financial statements submitted to Bank.
(f) DISCHARGE OF LIENS AND TAXES: Borrower has duly filed, paid and/or
discharged all taxes or other claims which are due and which may become
a lien on any of its property or assets, excepting to the extent that
such items are being appropriately contested in good faith and an
adequate reserve for the payment thereof is being maintained.
(g) REGULATION U: None of the proceeds of the Loan made pursuant to
this Agreement shall be used directly or indirectly for the purposes of
purchasing or carrying any stock in violation of any of the provisions of
Regulation U of the Board of Governors of the Federal Reserve System.
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(h) DEBT TO WORTH RATIO: Borrower shall at all times during the term
hereof, beginning the fiscal quarter commencing immediately following the
date hereof, maintain a Debt to Worth Ratio (as hereinafter defined) of
not more than 2.00 to 1.00. For the purposes hereof, the term "Debt to
Worth Ratio" shall mean the ratio of (a) Effective Tangible Net Worth (as
hereinafter defined), to (b) Total Liabilities (as hereinafter defined).
Further, for the purposes of this computation, "Total Liabilities" shall
mean all liabilities, including debt fully subordinated to the Loan,
capitalized leases and all reserves for deferred taxes and other deferred
sums appearing on the liabilities side of a balance sheet, in accordance
with generally accepted accounting principles applies on a consistent
basis, and the term "Effective Tangible Net Worth" shall mean total assets
minus total liabilities. Finally, for the purposes of this computation,
the aggregate amount of any intangible assets of Borrower, including,
without limitation, goodwill, franchise, licenses, patents, trademarks,
trade names, copyrights, service marks, and brand names, shall be
subtracted from total assets.
(i) DEBT COVERAGE RATIO: Borrower shall for each fiscal year during the
term hereof maintain a Debt Coverage Ratio (as hereinafter defined) of
greater than 2.00 to 1.00. For the purposes hereof, the term "Debt
Coverage Ratio" shall mean the ratio of (a) earnings before interest,
taxes, depreciation and amortization, to (b) current maturities of long
term debt plus interest expense.
(j) DIVIDENDS: Except for dividends paid to holders of preferred shares
of stock in Shells, Inc., Borrower shall not, during any fiscal year
during the term hereof, declare or pay cash dividends.
(k) ERISA: Each employee benefit plan, as defined in the Employee
Retirement Income Security Act of 1974 ("ERISA") maintained by Borrower
or by any Subsidiary of Borrower meets, as of the date hereof, the
minimum funding standards of Section 302 of ERISA, all applicable
requirements of ERISA and of the Internal Revenue Code of 1986, as
amended, and no "Reportable Event" (as defined by ERISA) has occurred with
respect to any such plan.
4. AFFIRMATIVE COVENANTS: Borrower covenants and agrees that from the
date hereof and until payment in full of the principal of and interest on the
Note, and its satisfaction of its obligations hereunder, unless Bank shall
otherwise consent in writing, Borrower will:
(a) BUSINESS CONTINUITY: Conduct its business in substantially the
same manner as such business is now and has heretofore been carried on
and conducted.
(b) CORPORATE EXISTENCE AND PROPERTIES: Comply fully with all applicable
statutes, laws and regulations in all material respects, and maintain the
corporate existence of itself and shall maintain, preserve and keep its
property and assets (including the Property) in good repair, working order
and condition, reasonable wear and tear excluded,
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making all needed replacemennts, additions, improvement and renewals
thereto, to the extent allowed by this Agreement.
(c) ACCESS TO BOOKS AND RECORDS: Allow Bank, or its agents, upon
reasonable notice, during normal business hours, at Borrower's primary
place of business to have access to the books, financial records and
such other financial documents of Borrower and its Subsidiaries, as Bank
shall reasonable require, and allow Bank to make copies thereof at Bank's
expense which copies will be kept confidential by Bank.
(d) INSURANCE: Maintain adequate insurance coverage consistent with
standard industry practice, including but not limited to, insurance
against loss by fire, and other hazards included in the term "extended
coverage," workmen's compensation insurance, and business interruption
insurance with such companies selected by Borrower as shall be reasonably
acceptable to Bank and in such amounts as Bank may from time to time
reasonably require, and shall promptly pay all premiums therefor when due.
(e) COMPLIANCE WITH OTHER AGREEMENTS: Comply in all material respects
with all covenants, terms and conditions contained in this Agreement, the
Security Documents and any other agreements or instruments entered into
pursuant to this Agreement.
5. NEGATIVE COVENANTS: Borrower covenants and agrees that from the date
hereof and until payment in full of the principal and interest on the Note, and
Borrower's satisfaction of its obligations hereunder, unless Bank shall
otherwise consent in writing, Borrower will not:
(a) GUARANTEES: Guarantee or otherwise become responsible for
obligations of any other person, corporation, or entity (provided,
however, that Borrower shall have the right to guarantee up to
$1,000,000.00 of the debt or lease obligations of any joint venture of
which Borrower is a participant and to guarantee the obligations of any
Subsidiary).
(b) ENCUMBRANCES: Create, assume, or permit to exist any mortgage,
security deeds, pledge, lien, charge or other encumbrance on any of the
Property given as security for the Loan contemplated by this Agreement,
whether now owned or hereafter acquired.
(c) [INTENTIONALLY DELETED]
(d) TRANSFER OF INTERESTS: Except as may be transacted by Borrower in
the ordinary course of business, sell, convey, assign, lease, pledge or
otherwise transfer any of Borrower's interest in or to the Property given
as security for the loans contemplated by this Agreement.
(e) CHANGE IN FISCAL YEAR: Change its fiscal year, which is presently
based upon a 52-53 week fiscal year ending on the Sunday closest to
December 31st without the consent of Bank (which consent shall not be
unreasonably withheld).
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6. FINANCIAL STATEMENTS: For so long as any balance remains unpaid on the
Note, the Borrower shall at all times comply with the following unless Bank
shall otherwise consent in writing:
(a) ANNUAL STATEMENTS: Deliver to Bank within ninety (90) days after the
end of each fiscal year of Borrower, a consolidated balance sheet and a
consolidated statement of income (loss) and surplus (deficit), a
statement of cash flows, and its 10K's, together with supporting
schedules, all in reasonable detail and prepared in conformity with
generally accepted accounting principles, applied on a basis consistent
with that of the preceding year, all examined by an independent certified
public accountant acceptable to Bank, showing the financial condition of
Borrower and its Subsidiaries, at the close of such year and the result of
operations of Borrower and its Subsidiaries, during the year. The opinion
of such independent certified public accountant shall not be acceptable to
Bank if qualified due to any limitations in scope imposed by Borrower or
its Subsidiaries. Any other qualification of the opinion by the
accountant shall render the acceptability of the financial statements
subject to Bank approval.
(b) UNAUDITED STATEMENTS: Deliver to Bank within forty-five (45) days
after the end of each fiscal quarter similar financial statements to those
referred to in subparagraph (a) above, together with a copy of its 10Q's
and management's quarterly memorandum, if any, to Borrower's board of
directors, unaudited but certified as to their correctness by the chief
financial officer of Borrower, all in reasonable detail, prepared in
accordance with generally accepted accounting principles applied on a
consistent basis throughout the period involved and prior periods, such
balance sheets to be as of the end of such period and such statements of
income and surplus to be for the period from beginning of the fiscal year
to the end of such period, and in each case subject to audit and year-end
adjustments. Such unaudited statements shall be kept confidential by Bank.
(c) OTHER FINANCIAL INFORMATION: Borrower shall deliver, promptly, such
other information regarding the operation, business affairs, and
financial condition of the Borrower or any of its subsidiaries, if any,
which the Bank may reasonably request, which shall be kept confidential by
Bank.
(d) CONSOLIDATED FINANCIAL STATEMENTS: Borrower acknowledges and agrees
that its financial statements are presently prepared on a consolidated
basis together with its Subsidiaries and, during the term of this
Agreement, Borrower shall continue to prepare its financial statements on
a consolidated basis together with its Subsidiaries.
7. CONDITIONS PRECEDENT: The obligations of Bank to make the Loan
pursuant to this Agreement are subject to the following conditions precedent:
(a) COMMITMENT LETTER: Borrower's full compliance with all conditions
set forth in the commitment letter from Bank to Borrower dated October 6,
1997.
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(b) RESOLUTIONS: On or prior to the date hereof Bank shall have
received:
(i) Certified copies of resolutions of the Board of Directors of
Borrower authorizing the execution, delivery and performance of this
Agreement, the Notes, and all documentation executed pursuant to this
Agreement.
(ii) A copy of the By-laws of Borrower, certified as to completeness
and accuracy by an appropriate officer of Borrower.
(c) CERTIFICATE OF INCUMBENCY: Receipt by Bank of a certificate of an
appropriate officer of Borrower as to the incumbency and signatures of the
officers of Borrower executing this Agreement, the Security Documents and
all other documents executed pursuant to this Agreement.
(d) CHARTER DOCUMENTS: Receipt by Bank of a copy of the Articles of
Incorporation and all other charter documents of Borrower all certified by
the Secretary of State of the State of Delaware.
(e) CERTIFICATE OF GOOD STANDING: Receipt of Bank of a certificate of
the Secretary of State of the State of Borrower's or the applicable
Subsidiary's incorporation as to the good standing of Borrower and each
Subsidiary and its charter documents on file.
8. SECURITY: The obligations of Borrower to Bank pursuant to this
Agreement and the Security Documents executed pursuant thereto, are secured
wholly or partially as hereinafter described and are subject to the following
terms and conditions:
(a) LEASE: Both the lease for the Real Property located in Tallahassee
and the lease for the Real Property located in Ocala are in full force and
effect, Borrower is not in default under either of said leases, and no
events have occurred which with the giving of notice or the passage of
time, or both, will constitute a default under either of said leases. The
remaining terms of both the Tallahassee lease and the Ocala lease are for
more than five (5) years from the date hereof.
(b) INSURANCE: Borrower agrees to continually maintain insurance against
loss by fire, hazards included in the term "extended coverage" and such
other hazards as Bank may require from time to time in such companies
selected by Borrower and reasonably acceptable to Bank, upon all Property
securing the Loan made pursuant to this Agreement, and shall pay all
premiums therefor when due. All such insurance policies shall contain a
long form loss payee clause in favor of Bank and shall provide that no
such policy may be canceled without ten (10) days prior written notice to
Bank. In the event of loss, Borrower shall give immediate notice to Bank,
which may make proof of loss. Each insurance company shall be directed to
make payment for such loss jointly to Borrower and Bank, and any such
insurance proceeds or any part thereof may, in Borrower's discretion, be
applied to the debt secured hereby or placed into an escrow account with
Bank and used
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for the repair or restoration of the Property, provided, however, that in
the event of a total loss (which shall be deemed to be a loss of greater
than 80% of the value of the Property), any such insurance proceeds may
be applied by Bank in its discretion to the debt hereby secured or for the
repair or restoration of the Property pursuant to the terms and conditions
of the Security Agreement. In the event Borrower or Bank shall elect to
apply the insurance proceeds to Borrower's debts, such application may be
made at Bank's discretion to that portion last falling due or in such
other manner as Bank may deem desirable.
(c) ACCESS: Bank and its agents, upon reasonable notice and provided
that they shall not unreasonably interfere with the business of
Borrower, shall at all times have the right of entry and free access to
all of the Real Property for the purposes of inspecting the Property
securing the Loan.
(d) PERFECTION: Bank's lien and security interest as above described
must be properly perfected, and Borrower agrees to execute all documents
necessary to effectuate such perfection including but not limited to
financing statements and to reimburse Bank for all reasonable expenses
incurred in the perfection of such lien and security interest.
9. EVENTS OF DEFAULT: The following shall be events of default hereunder
by Borrower (a "Default"):
(a) Any material representation or warranty made in this Agreement shall
prove to be false or misleading in any material respect; or
(b) Any material report, certificate, financial statement or other
document furnished in connection with this Agreement or the Loan made
pursuant hereto, shall prove to be false or misleading in any material
respect; or
(c) Failure to make payment of any installment of principal or interest
on any Note within five (5) days after receipt of written notice that
such payment is due and payable in accordance with the terms and
conditions thereof; or
(d) Borrower shall otherwise default on any Note or fail to pay any
other obligation of Borrower to Lender within five (5) days after receipt
of written notice that such obligation is due and payable or shall default
in the performance of any obligation incurred for money borrowed where any
applicable grace or cure period shall have expired such that the lender
thereof could accelerate the debt; or
(e) Material breach of any covenant, condition, or agreement made by
Borrower pursuant to this Agreement or any of the Security Documents, if
such breach shall continue beyond the applicable cure period described
therein, or the occurrence of a default thereunder; or
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(f) Should a custodian, as that term is defined in Bankruptcy Code, be
appointed for or take possession of any or all of the assets of
Borrower or any subsidiary or should Borrower or any subsidiary either
voluntarily or involuntarily become subject to any insolvency
proceeding, proceeding to dissolve Borrower or any subsidiary, proceeding
to have a receiver appointed or should Borrower or any subsidiary make an
assignment for the benefit of creditors, or should there be an attachment,
execution, or other judicial seizure of all or any portion of Borrower's
or any subsidiary's assets, provided, however, that in the event Borrower
or any subsidiary should involuntarily become subject to any insolvency
proceeding or proceeding to dissolve Borrower or any subsidiary, said
event shall not be deemed a default hereunder if the same shall be stayed,
dismissed or bonded off with an surety company reasonably acceptable to
Bank within sixth (60) days from the commencement thereof; or
(g) Dissolution or termination of the existence of a corporate Borrower;
or
(h) Borrower or any subsidiary shall be a debtor, either voluntarily or
involuntarily, under (as the term "debtor" is defined in) Bankruptcy Code.
10. REMEDIES UPON DEFAULT: In the event of the occurrence of any of the
above listed events of default, then Bank may at any time thereafter during the
continuance of any such event of default, at its option, take any or all of the
following actions, at the same or different times:
(a) Declare the balance of each Note to be forthwith due and payable,
both as to principal and interest, without presentment, demand, protest,
or other notice of any kind, all of which are hereby expressly waived by
Borrower, anything contained herein or the Note to the contrary
notwithstanding; and/or
(b) Require Borrower to pledge additional collateral to Bank from
Borrower's assets and properties, the acceptability and sufficiency of
such collateral to be determined solely by Bank; and/or
(c) Take immediate possession of any or all collateral including, but
not limited to, the Property on which the Bank holds a security interest
as security for the obligations of Borrower under this Agreement; and/or
(d) Exercise such other rights and remedies as Bank may be provided in
any Note, the Security Documents and any other documents executed pursuant
to this Agreement, or as provided by law or equity.
11. MISCELLANEOUS PROVISIONS:
(a) [INTENTIONALLY DELETED]
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(b) INDIRECT MEANS: Any act which Borrower is prohibited from doing
shall not be done indirectly through a subsidiary or by any other
indirect means.
(c) NON-IMPAIRMENT: If any one or more provisions contained in this
Agreement or any other document executed pursuant to this Agreement shall
be held invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions contained in this
Agreement and the documentation executed pursuant hereto, shall not in any
way be affected or impaired thereby and this Agreement shall otherwise
remain in full force and effect.
(d) APPLICABLE LAW: This Agreement, the Note, the Security Documents
and all other documentation executed pursuant to this Agreement shall be
construed in accordance with and governed by the laws of the State of
Florida.
(e) WAIVER: Neither the failure nor any delay on the part of Bank in
exercising any right, power, or privilege granted pursuant to this
Agreement, the Note, the Security Documents or any other documents
executed pursuant to this Agreement, shall operate as a waiver thereof,
nor shall a single or partial exercise thereof preclude any other or
further exercise or the exercise of any other right, power or privilege.
(f) MODIFICATION: No modification, amendment, or waiver of any provision
of this Agreement, the Note, the Security Documents or any other document
executed pursuant to this Agreement shall be effective unless in writing
and signed by Bank and if applicable, by Borrower, it being acknowledged
by the parties hereto that all terms, conditions and covenants therein and
herein contained are deemed to be material and relied upon by Bank.
(g) STAMPS AND FEES: Borrower shall pay all Federal or State documentary
stamps or taxes, or other fees and charges, if any, payable or determined
to be payable by reason of the execution, delivery or issuance of this
Agreement, the Note, the Security Documents, or any security granted to
Bank, or the making of any advance from time to time, whether they be
payable upon execution or recurring from time to time, and Borrower agrees
to indemnify and hold harmless Bank against any and all liability in
respect thereof.
(h) ATTORNEYS' FEES: In the event that Borrower shall Default in any of
its obligations under this Agreement, the Note, the Security Documents, or
any other document executed pursuant to this Agreement, and Bank believes
it reasonably necessary or proper to employ an attorney to assist in the
enforcement or collection of the indebtedness of Borrower to Bank or to
enforce any other term or condition of this Agreement, the Note, the
Security Documents, or any other document executed pursuant to this
Agreement, or in the event Bank voluntarily or otherwise shall become a
party to any suit or legal proceeding (including a proceeding conducted
under Bankruptcy Code) which Bank, in good faith, believes is necessary
or prudent to protect its rights hereunder
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or under the Note, the Security Documents or any other document executed
pursuant to this Agreement, Borrower agrees to pay the reasonable
attorneys' fees of Bank and all other costs that may reasonable by
incurred by Bank; provided, however, in no event shall Borrower be
liable to Bank for any such fees and costs incurred as part of lawsuits
between Bank and any third party unrelated to this matter. Borrower shall
be liable for such attorneys' fees and costs whether or not any suit or
proceeding is commenced (including costs for appellate proceedings, if
any.)
(i) INTEREST: Anything contained herein, the Note, or any other
document executed pursuant to this Agreement, notwithstanding, if for any
reason the effective rate of interest payable thereunder shall exceed the
maximum lawful rate of interest, the effective rate of interest shall be
deemed reduced to and shall be such maximum lawful rate, and any sums of
interest which have been collected in excess of such maximum lawful rate
shall be applied by Bank as a credit against the unpaid principal amount
due thereunder.
(j) ASSIGNMENT: This Agreement shall be binding upon the parties and
their respective successors and assigns.
(k) VENUE: Borrower and Bank fully agree that venue for each action,
suit, or other legal proceeding arising under or relating to this
Agreement, the Note, the Security Documents, or any other documents
executed pursuant to this Agreement shall be the County Court or Circuit
Court located in Hillsborough County, Florida, or the Federal District
Court for the Middle District of Florida, Hillsborough County, Florida,
and Borrower and Bank hereby waive any right to xxx or be sued in any
other county in Florida or any other State, unless it shall be lawfully
required that any such action, suit or other legal proceeding have venue
elsewhere.
(l) WAIVER OF JURY TRIAL: By the execution hereof, Borrower and Bank
hereby knowingly, voluntarily and intentionally agree that neither of them
nor any assignee, successor, heir, or legal representative of them shall
seek a jury trial in any lawsuit, proceeding, counterclaim or other
litigation procedure arising from or based upon this Agreement, the Note,
the Security Documents, or any other documents evidencing, securing, or
relating to the indebtedness evidenced by the Note or to the dealings or
relationship between or among the parties hereto. Neither Borrower nor
Bank shall seek to consolidate any such action in which a jury trial has
been waived with any other action in which a jury trial has not or cannot
be waived. The provisions of this Section have been fully negotiated by
the parties hereto, and these provisions shall be subject to no exception.
Neither Bank nor Borrower has in any way agreed with or represented to any
other party that the provisions of this Section will not be fully
enforced in all instances. This provision is a material inducement for
Bank to enter into this transaction.
(m) NOTICES: Each required notice, consent or approval, if any, under
this Agreement will be valid only if it is given in writing (or sent by
telecopy and promptly
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confirmed in writing) and addressed by the sender to the recipient's
address that is listed in this Agreement or to such other addresses as
either party may designate by written notice to the other party. A validly
given notice, consent, or approval will be effective (i) on receipt of
hand delivery to the recipient, (ii) seven (7) days after having been
deposited in the United States mail, certified or registered, return
receipt requested, sufficient postage affixed or prepaid, or (iii) one (1)
business day after it is deposited with an expedited, overnight courier
service (such as by way of example but not limitation, U.S. Express Mail,
Federal Express or Purolator). These notice provisions apply only if a
notice is required by this Agreement. The notice addressed are as follows:
If to Bank, to: Manufacturers Bank of Florida
0000 X. Xxxxxxx Xxxxxx
Xxxx Xxxxxx Xxx 0000
Xxxxx, XX 00000-0000
Attn.: Xx. Xxxxxx X. Xxxxxxxx, Xx. Vice President
With a copy to: Xxxx, Xxxx & Xxxxxxxxx, P.A.
000 X. Xxxxxxx Xxxxxxxxx
Xxxxx 0000 - Xxxxxxx Xxxxx
Xxxx Xxxxxx Xxx 0000
Xxxxx, XX 00000
Attn.: Xxxxxxxx X. Xxxxxxxxx, Esq.
If to Borrower, to: Shells Seafood Restaurants, Inc.
00000 X. Xxxx Xxxxx Xxxxxxx
Xxxxx 000
Xxxxx, XX 00000
Attn.: Xx. Xxxxxx X. Xxxxxx, CFO
With a copy to: Fulbright & Xxxxxxxx, L.L.P.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attna.: Xxxxxxx Xxxxxxxx, Esq.
[Signature Lines Continue on Next Page]
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IN WITNESS WHEREOF, Borrower and Bank have caused this Loan Agreement to
be duly executed all as of the day and year first above written.
WITNESSES: BORROWER:
SHELLS SEAFOOD RESTAURANTS, INC.
a Delaware corporation
------------------------------------ By: /s/ XXXXXX X. XXXXXX
-------------------------------
Name: Xxxxxx X. Xxxxxx
------------------------------- Secretary
(Type or Print)
------------------------------------ (Corporate Seal)
Name:
-------------------------------
(Type or Print)
BANK:
MANUFACTURERS BANK OF FLORIDA,
a national banking association
/s/ XXXXXXXX X. XXXXXXXXX
------------------------------------ By: /s/ XXXXXX X. XXXXXXXX
-------------------------------
Name: Xxxxxxxx X. Xxxxxxxxx Xxxxxx X. Xxxxxxxx, Xx.
------------------------------- Vice President
(Type or Print)
/s/ XXXX X. XXXXXXX
------------------------------------ (Corporate Seal)
Name: Xxxx X. Xxxxxxx
-------------------------------
(Type or Print)
