UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A-1
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 28, 1997
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission File No. 0-24502
ROCK BOTTOM RESTAURANTS, INC.
(Exact name of the registrant as specified in its charter)
Delaware 84-1265838
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
248 Centennial Parkway, Suite #100
Louisville,Colorado 80027
(Address of principal executive offices) (Zip Code)
(303) 664-4000
(Registrant's telephone number
including area code)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding twelve months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
------- -------
As of November 10, 1997 the Registrant had outstanding 8,113,967 shares of
common stock, par value $.01 per share.
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
------ ----------------------
<S> <C>
10.1 Second Amendment to Loan Agreement for $40,000,000 Revolving Line
of Credit from Norwest Bank Colorado, National Association, First
Security Bank, N.A., U.S. Bank and Suntrust Bank, Central Florida, N.A.
to Rock Bottom Restaurants, Inc., dated July 28, 1997.
10.2 Lease Agreement dated September 26, 1997, between Rock Bottom Restaurants,
Inc. and Zymotic, LLC.
10.3 Personal Guaranty dated July 10, 1997 for $10,000,000 loan made by
Nationsbank of Tennessee, N.A. to Big River Breweries, Inc.,
Trolley Barn Brewery, Inc., and Big River Properties, Inc.
27 Financial Data Schedule.
</TABLE>
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the period covered by
this report.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Louisville,
State of Colorado.
ROCK BOTTOM RESTAURANTS, INC.
(Registrant)
Date: November 19, 1997
By: /s/ THERESA D. SHELTON
-----------------------
Theresa D. Shelton
Vice President Finance
(Principal Accounting Officer)
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
10.1 Second Amendment to Loan Agreement for $40,000,000 Revolving Line
of Credit from Norwest Bank Colorado, National Association, First
Security Bank, N.A., U.S. Bank and Suntrust Bank, Central Florida, N.A.
to Rock Bottom Restaurants, Inc., dated July 28, 1997
10.2 Lease Agreement dated September 26, 1997, between Rock Bottom Restaurants, Inc.
and Zymotic, LLC
10.3 Personal Guaranty dated July 10, 1997 for $10,000,000 loan made by Nationsbank of Tennessee, N.A.
to Big River Breweries, Inc., Trolley Barn Brewery, Inc., and Big River Properties, Inc.
27 Financial Data Schedule
</TABLE>
PERSONAL GUARANTY
(PRIMARY OBLIGATION)
FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND
SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, and in consideration of loans made
or to be made by NATIONSBANK OF TENNESSEE, N.A., a national banking association
(herein referred to as the "Lender") to BIG RIVER BREWERIES, INC., a Tennessee
corporation ("Big River"), TROLLEY BARN BREWERY, INC., a Tennessee corporation
("Trolley Barn") and BIG RIVER PROPERTIES, INC., a Tennessee corporation ("River
Properties"; Big River, Trolley Barn, River Properties and any other subsidiary
or affiliate of Big River, Trolley Barn or River Properties which may at any
time become a party to the Loan Agreement (as hereinafter defined) are
collectively referred to herein as the "Borrowers" and individually as a
"Borrower") pursuant to that certain Loan Agreement dated July 10, 1997, among
Lender and Borrowers (the "Loan Agreement"; capitalized terms used herein which
are not otherwise defined shall have the meanings given them in the Loan
Agreement), all of which the undersigned (herein collectively referred to as
"Guarantors" and individually referred to as a "Guarantor") acknowledge and
agree are and will be of direct and substantial economic benefit to the
Guarantors, the Guarantors agree as follows:
1. Guaranty of Payment and Performance. Pursuant to the terms
of the Loan Agreement and the other Loan Documents Lender has agreed to make
loans to the Borrowers in the principal amount of $10,000,000.00. Except as
otherwise specifically set forth in this Guaranty, Guarantors hereby jointly,
severally, absolutely, unconditionally and irrevocably guarantee the due and
punctual payment and performance of all indebtedness, obligations and
liabilities of any Borrower to Lender arising under or in connection with the
Loan Agreement or any other Loan Document, and all renewals, extensions and
modifications of the Loan Agreement or any other Loan Document, including all
principal, interest, costs, expenses (including attorneys' fees),
indemnification obligations (including, without limitation, environmental
indemnities), and other amounts any Borrower is obligated to pay to Lender under
the Loan Agreement or any other Loan Document whether such indebtedness,
obligation or liability is now existing or hereafter arising and including
specifically all future advances made by Lender to any Borrower pursuant to the
terms of the Loan Agreement or any other Loan Document and also including all
costs and expenses incurred by Lender in enforcing the Loan Documents or
collecting such indebtedness, obligations and liabilities or protecting any
collateral therefor or in enforcing this Guaranty (all of the foregoing
indebtedness, obligations and liabilities are collectively referred to herein as
the "Obligations" and individually referred to as an "Obligation"). The
liability of each Guarantor is several and independent of any other guaranties
at any time in effect with respect to the Obligations including the guaranties
of any and all other Guarantors hereunder. This Guaranty is a guaranty of
payment and not of collection and a debt of the Guarantors for their own
account. Lender shall not be obligated before enforcing this Guaranty against
the Guarantors to take or refrain from taking any action whatsoever including,
without limitation, any action against any Borrower, any collateral securing the
Obligations, or any other person primarily or secondarily liable for any
Obligation (including any action for contribution against any other Guarantor
hereunder). Guarantors warrant to the Lender that the Guarantors have adequate
means to obtain from the Borrowers on a continuing basis information concerning
the financial condition of each Borrower and the Guarantors are not relying on
the Lender to provide such information either now or in the future.
Notwithstanding anything in this Guaranty to the contrary, (a) Lender
acknowledges and agrees that this Guaranty shall only apply to the payment and
performance of the indebtedness, obligations and liabilities arising under or in
connection with the Loan Agreement and the Loan Documents relating to such Loan
Agreement and specifically, without limitation, does not apply to those
obligations of certain of the Borrowers under Continuing Guaranties dated on or
about January 22, 1996, in which such Borrowers agree to guarantee other payment
and performance obligations to Lender or such other obligations of Borrowers to
Lender pursuant to the loan agreements dated March 17, 1993, November 7, 1994,
and January 22, 1996 (there being a separate guaranty relating to the January
22, 1996, loan agreements which survives execution of this Guaranty) and (b) the
maximum liability of each Guarantor under this Guaranty (subject to the
following caveat) shall be that amount determined by multiplying the aggregate
amount of the Obligations outstanding at the time of determination by the
applicable percentage set forth below:
<PAGE>
Guarantor Percentage of Obligations
Tim P. Hennen 9.45%
Robert A. Gentry 3.73%
James M. Hennen 1.37%
H. Allen Corey 4.98%
Kenneth S. Hays, Jr. 1.0%
Jon M. Kinsey 1.93%
Frank E. Fowler .69%
C. Andrew Stockett 1.85%
Rock Bottom Restaurants, Inc. 25.00%
Notwithstanding the limitation in subclause (b) of the preceding sentence, if
the Borrowers fail to comply with the Fixed Charges Coverage ratio described in
Section 8.1 of the Loan Agreement then the maximum liability of each Guarantor
under this Guaranty shall be increased so that such maximum liability shall be
that amount determined by multiplying the aggregate amount of the Obligations
outstanding at the time of determination by the applicable percentage set forth
below:
Guarantor Percentage of Obligations
Tim P. Hennen 18.9%
Robert A. Gentry 7.46%
James M. Hennen 2.74%
H. Allen Corey 9.96%
Kenneth S. Hays, Jr. 2.0%
Jon M. Kinsey 3.86%
Frank E. Fowler 1.38%
C. Andrew Stockett 3.7%
Rock Bottom Restaurants, Inc. 50.000%
If Lender, in its sole discretion, elects not to exercise its remedies as a
result of the Borrower's failure to comply with the Fixed Charges Coverage
ratio, then if the Borrower complies with the Fixed Charges Coverage ratio for a
subsequent period (such ratio being measured at the end of each fiscal quarter
on a rolling four-quarter basis) then the applicable percentages of the maximum
liability of each Guarantor shall return to the first percentages set forth
above (in other words, an aggregate of 50%) until such time as Borrowers may
thereafter fail to comply with the Fixed Charges Coverage ratio at which time
such percentages shall again be increased to the immediately preceding
percentages (in other words, 100%). In no event will the percentages be reduced
if at the time the reduction would otherwise occur the Lender is attempting to
exercise its remedies in connection with a default under the Obligations
(including any failure to comply with the Fixed Charges Coverage ratio described
in Section 8.1 of the Loan Agreement or any other Default under the Loan
Agreement or any other Loan Document).
<PAGE>
2. Waivers. Guarantors agree that the Obligations will be paid
and performed strictly in accordance with their respective terms regardless of
any law, regulation or order now or hereafter in effect in any jurisdiction
affecting any of such terms or the rights of the Lender with respect thereto.
Guarantors waive presentment, demand, protest, notice of acceptance, notice of
Obligations incurred, notice of default or demand for payment (provided that
Lender agrees to provide Guarantors prior notice of any action to enforce this
Guaranty), and all other notices of any kind (including, but not limited to,
notice of any sale of collateral securing the Obligations), all defenses which
may be available by virtue of any valuation, stay, moratorium law or other
similar law now or hereafter in effect, any right to require the marshalling of
assets of any Borrower (including any right to have assets of any existing
restaurant applied to the Obligations) and all suretyship defenses generally
including, but not limited to, any right of Guarantors to require that an action
be brought against any Borrower pursuant to the provisions of Title 47, Chapter
12, Tennessee Code Annotated, as the same may be amended from time to time.
Without limiting the generality of any of the foregoing, Guarantors agree to the
provisions of any document evidencing or securing or otherwise executed or
delivered in connection with any Obligation and agree that the obligations of
the Guarantors hereunder shall not be released or discharged, in whole or in
part, or otherwise affected by: (a) the failure of the Lender to assert any
claim or demand or to enforce any right or remedy against any Borrower or any
other entity or person primarily or secondarily liable for any Obligation
(including any other Guarantor hereunder); (b) the failure of the Lender to make
a claim in a liquidation or bankruptcy of any Borrower or any other entity or
person primarily or secondarily liable for any Obligation (including any other
Guarantor hereunder); (c) any renewals or extensions of time for payment of any
Obligation (without limit as to the number or term of such renewals or
extensions); (d) any rescissions, waivers, amendments or modifications of any of
the terms or provisions of any document evidencing, securing or otherwise
executed or delivered in connection with any Obligation including any increases
or decreases in installment payments or any interest rate adjustments; (e) the
substitution or release any Borrower or any other entity or person primarily or
secondarily liable for any Obligation (including any other Guarantor hereunder);
(f) any change in the business structure of any Borrower; (g) the adequacy of
any rights the Lender may have against any collateral or other means of
obtaining repayment of the Obligations; (h) the impairment of any collateral
securing the Obligations including, but not limited to, the failure to perfect
or preserve any rights the Lender might have in such collateral or the
substitution, exchange, surrender, release, loss or destruction of any such
collateral; or (i) any other act or omission which might in any manner or to any
extent vary the risk of the Guarantors or otherwise operate as a release or
discharge of the Guarantors, all of which may be done without notice to the
Guarantors.
3. Unenforceability of Obligations Against Borrowers. If for
any reason Borrowers (or any of them) have no legal existence or are under no
legal obligation to discharge any Obligation, or if any Obligation has become
irrecoverable from Borrowers (or any of them) by operation of law or for any
other reason, this Guaranty shall nevertheless be binding on the Guarantors to
the same extent as if the Guarantors at all times had been the principal obligor
on such Obligation. If acceleration of the time for payment of any Obligation is
stayed upon the insolvency, bankruptcy or reorganization of Borrowers (or any of
them) or for any other reason, all such amounts otherwise subject to
acceleration under the terms of any document evidencing, securing or otherwise
executed or delivered in connection with such Obligation shall be immediately
due and payable by the Guarantors.
<PAGE>
4. Subrogation. Until the Obligations and all other
indebtedness, obligations and liabilities now owing from Borrower (or any of
them) to Lender (including any indebtedness, obligation or liability hereafter
owing under any loan document, note or other document or agreement currently
existing between any Borrower and Lender) (the "Additional Liabilities") are
finally paid in full, Guarantors hereby waive and release any and all rights of
subrogation, reimbursement, indemnity or otherwise which Guarantors may have
against the Borrowers, the Borrowers' estates, or any other person or entity
(including any Guarantor hereunder) arising out of or on account of any sums
paid or agreed to be paid by any Guarantor under this Guaranty or otherwise
whether any such right is reduced to judgment, liquidated, unliquidated, fixed,
contingent, matured, unmatured, disputed, undisputed, secured or unsecured. The
provisions of this Section 4 are made for the express benefit of the Borrowers
as well as the Lender and may be enforced independently by the Borrowers.
Notwithstanding the foregoing: (i) if the Obligations have been finally paid in
full, then one Guarantor may seek contribution, indemnity or reimbursement
against another Guarantor and (ii) this Section 4 and Section 5 do not prohibit
the payment of claims pursuant to the Escrow Agreement dated June 28, 1996,
among Rock Bottom Restaurants, Inc., the former shareholders of TBB Acquisition,
Inc. and Mountain View Title, LLC as Escrow Agent, a copy of which is attached
hereto.
5. Subordination. The payment of any amounts due with respect
to any indebtedness for borrowed money of any Borrower now or hereafter held by
the Guarantors or any of them (including any claim for subrogation,
reimbursement or indemnity relating to sums paid hereunder) is hereby
subordinated to the prior payment in full of the Obligations and the Additional
Liabilities. The Guarantors agree that the Guarantors will not demand, sue for
or otherwise attempt to collect any such indebtedness of any Borrower to any
Guarantor until the Obligations and the Additional Liabilities shall have been
paid in full. If, notwithstanding the foregoing sentence, any Guarantor shall
collect, enforce or receive any amounts in respect of such indebtedness, such
amounts shall be collected, enforced and received by the Guarantor as trustee
for the Lender and be paid over to the Lender on account of the Obligations and
the Additional Liabilities without affecting in any manner the liability of the
Guarantors under the other provisions of this Guaranty. Nothing in this Section
5 shall limit or otherwise modify any provision of Section 4, and in the event
any provision of this Section 5 is determined to conflict with a provision of
Section 4, the provision of Section 4 shall control.
6. Further Assurances. Guarantors agree to furnish to Lender
financial statements in form from time to time required by Lender within 90 days
after the end of each calendar year. Guarantors agree to do all such things and
execute all such documents as the Lender may consider necessary or desirable to
give full effect to this Guaranty and to perfect and preserve the rights and
powers of the Lender hereunder.
7. Successors and Assigns. This Guaranty shall be binding upon
the Guarantors, and their assigns, heirs, executors and administrators, and
shall inure to the benefit of and be enforceable by the Lender and its
successors, transferees and assigns. Without limiting the generality of the
foregoing sentence, the Lender may assign or otherwise transfer any document
held by it evidencing, securing or otherwise executed in connection with the
Obligations, or sell participations in any interest therein, to any other person
or entity, and such other person or entity shall thereupon become vested, to the
extent set forth in the document evidencing such assignment, transfer or
participation, with all rights granted to the Lender herein.
8. Amendments and Waivers. No amendment or waiver of any
provision of this Guaranty nor consent to any departure by the Guarantors
therefrom shall be effective unless the same shall be in writing and signed by
the Lender. No failure on the part of the Lender to exercise, and no delay in
exercising any right hereunder shall operate as a waiver thereof, and no single
or partial exercise of any right hereunder shall preclude or otherwise impair
any other or further exercise thereof or the exercise of any other right.
<PAGE>
9. Governing Law; Enforcement. This Guaranty shall be governed
by, and construed in accordance with, the laws of the State of Tennessee without
regard to its conflicts of law rules. Subject to the limitations set forth in
Section 1 above, Guarantors jointly and severally shall pay to Lender upon
demand all expenses (including court and arbitration costs and attorneys' fees)
incurred by Lender in collecting or endeavoring to collect any Obligation or in
enforcing this Guaranty against any Guarantor.
10. Miscellaneous. This Guaranty constitutes the entire
agreement of the Guarantor with respect to the matters set forth herein. No
course of dealing or trade usage, and no parol evidence of any nature, shall be
used to supplement or modify any terms hereof. There are no conditions to the
full effectiveness of this Guaranty. The liability of the Guarantors is
unconditional and the failure to deliver any other guaranty by any other entity
or person including the failure of any other entity or person to execute this
Guaranty shall not discharge or otherwise in any way affect the liability of the
Guarantors. This Guaranty shall continue to be effective or be reinstated if at
any time any payment made or value received with respect to an Obligation is
rescinded or must otherwise be returned by the Lender upon the insolvency,
bankruptcy or reorganization of ANY Borrower, or otherwise, all as though such
payment had not been made or value received. The rights and remedies herein
provided are cumulative and not exclusive of any rights and remedies provided by
law or any other agreement, and this Guaranty shall be in addition to any other
guaranty of the Obligations including any other guaranty heretofore or hereafter
provided by any Guarantor. The invalidity or unenforceability of any one or more
provisions of this Guaranty shall not affect the validity or enforceability of
its remaining provisions. Captions are for the ease of reference only and shall
not affect the meaning of the relevant provisions. The meanings of all defined
terms used in this Guaranty shall be equally applicable to the singular and
plural forms of the terms defined. This Guaranty may be executed in separate
counterparts all of which shall constitute one and the same agreement.
11. Conditions for Releases of Obligations from Guaranty.
Guarantors and Lender have agreed that if Borrowers have complied with the Fixed
Charges Coverage ratio described in Section 8.1 of the Loan Agreement for the
period ending December 31, 1998, then if no Release Default (as hereinafter
defined) has occurred under the Loan Agreement this Guaranty shall be released.
The term "Release Default" means any material Default existing on December 31,
1998, other than a Default in compliance with the financial covenants contained
in Section 8.1 of the Loan Agreement (any Default in compliance with the
financial covenants shall not affect the release of this Guaranty so long as
Borrower is in compliance with the Fixed Charges Coverage ratio for the period
ending December 31, 1998). Lender shall execute such documents and releases as
Guarantors may reasonably request to more fully evidence the foregoing.
12. Arbitration. ANY CONTROVERSY OR CLAIM BETWEEN OR AMONG THE
PARTIES HERETO INCLUDING BUT NOT LIMITED TO THOSE ARISING OUT OF OR RELATING TO
THIS GUARANTY OR ANY OTHER LOAN DOCUMENT, INCLUDING ANY CLAIM BASED ON OR
ARISING FROM AN ALLEGED TORT, SHALL BE DETERMINED BY BINDING ARBITRATION IN
ACCORDANCE WITH THE FEDERAL ARBITRATION ACT (OR IF NOT APPLICABLE, THE
APPLICABLE STATE LAW), THE RULES OF PRACTICE AND PROCEDURE FOR THE ARBITRATION
OF COMMERCIAL DISPUTES OF JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC.
(J.A.M.S.), AND THE "SPECIAL RULES" SET FORTH BELOW. IN THE EVENT OF ANY
INCONSISTENCY, THE SPECIAL RULES SHALL CONTROL. JUDGMENT UPON ANY ARBITRATION
AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. LENDER OR GUARANTOR MAY
BRING AN ACTION, INCLUDING A SUMMARY OR EXPEDITED PROCEEDING, TO COMPEL
ARBITRATION OF ANY CONTROVERSY OR CLAIM TO WHICH THIS AGREEMENT APPLIES IN ANY
COURT HAVING JURISDICTION OVER SUCH ACTION.
(a) SPECIAL RULES. THE ARBITRATION SHALL BE CONDUCTED IN
CHATTANOOGA, TENNESSEE AND ADMINISTERED BY J.A.M.S. WHO WILL APPOINT AN
ARBITRATOR; IF J.A.M.S. IS UNABLE OR LEGALLY PRECLUDED FROM ADMINISTERING THE
ARBITRATION, THEN THE AMERICAN ARBITRATION ASSOCIATION WILL SERVE. ALL
ARBITRATION HEARINGS WILL BE COMMENCED WITHIN 90 DAYS OF THE DEMAND FOR
ARBITRATION; FURTHER, THE ARBITRATOR SHALL ONLY UPON A SHOWING OF CAUSE, BE
PERMITTED TO EXTEND THE COMMENCEMENT OF SUCH HEARING FOR UP TO AN ADDITIONAL 60
DAYS.
(b) RESERVATION OF RIGHTS. NOTHING IN THIS GUARANTY SHALL BE
DEEMED TO (I) LIMIT THE APPLICABILITY OF ANY OTHERWISE APPLICABLE STATUTES OF
LIMITATION OR REPOSE AND ANY WAIVERS CONTAINED IN THIS AGREEMENT; OR (II) BE A
WAIVER BY THE LENDER OF THE PROTECTION AFFORDED TO IT BY 12 U.S.C. SEC. 91 OR
ANY SUBSTANTIALLY EQUIVALENT STATE LAW; OR (III) LIMIT THE RIGHT OF THE LENDER
HERETO (A) TO EXERCISE SELF HELP REMEDIES SUCH AS (BUT NOT LIMITED TO) SETOFF,
OR (B) TO FORECLOSE AGAINST ANY REAL OR PERSONAL PROPERTY COLLATERAL, OR (C) TO
OBTAIN FROM A COURT PROVISIONAL OR ANCILLARY REMEDIES SUCH AS (BUT NOT LIMITED
TO) INJUNCTIVE RELIEF, WRIT OF POSSESSION OR THE APPOINTMENT OF A RECEIVER. THE
LENDER MAY EXERCISE SUCH SELF HELP RIGHTS, FORECLOSE UPON SUCH PROPERTY, OR
OBTAIN SUCH PROVISIONAL OR ANCILLARY REMEDIES BEFORE, DURING AND AFTER THE
PENDENCY OF ANY ARBITRATION PROCEEDING BROUGHT PURSUANT TO THIS GUARANTY.
NEITHER THIS EXERCISE OF SELF HELP REMEDIES NOR THE INSTITUTION OR MAINTENANCE
OF ANY ACTION FOR FORECLOSURE OR PROVISIONAL OR ANCILLARY REMEDIES SHALL
CONSTITUTE A WAIVER OF THE RIGHT OF ANY PARTY, INCLUDING THE CLAIMANT IN ANY
SUCH ACTION, TO ARBITRATE THE MERITS OF THE CONTROVERSY OF CLAIM OCCASIONING
RESORT TO SUCH REMEDIES.
[COUNTERPART SIGNATURE PAGES ATTACHED]
<PAGE>
IN WITNESS WHEREOF, Guarantors have executed and delivered this Guaranty as
of this 10th day of July, 1997.
Guarantor: Tim P. Hennen
/s/ TIM P. HENNEN
-----------------------
(Signature)
Address:
-----------------------------
-----------------------------
-----------------------------
STATE OF ________________:
COUNTY OF _______________:
Before me, a Notary Public of the state and county aforesaid,
personally appeared TIM P. HENNEN, to me known (or proved to me on the basis of
satisfactory evidence) to be the person described in and who executed the
foregoing instrument, and acknowledged that he executed the same as his free act
and deed.
WITNESS my hand and seal, at office in ____________
____________________________________, this _______ day of July, 1997.
--------------------------------
Notary Public
My Commission Expires:__________
[COUNTERPART SIGNATURE PAGE]
<PAGE>
IN WITNESS WHEREOF, Guarantors have executed and delivered this Guaranty as
of this 10th day of July, 1997.
Guarantor: Robert A. Gentry
/s/ ROBERT A. GENTRY
-----------------------
(Signature)
Address:
-----------------------------
-----------------------------
-----------------------------
STATE OF ________________:
COUNTY OF _______________:
Before me, a Notary Public of the state and county aforesaid,
personally appeared ROBERT A. GENTRY, to me known (or proved to me on the basis
of satisfactory evidence) to be the person described in and who executed the
foregoing instrument, and acknowledged that he executed the same as his free act
and deed.
WITNESS my hand and seal, at office in ____________
____________________________________, this ______ day of July, 1997.
--------------------------------
Notary Public
My Commission Expires:__________
[COUNTERPART SIGNATURE PAGE]
<PAGE>
IN WITNESS WHEREOF, Guarantors have executed and delivered this Guaranty as
of this 10th day of July, 1997.
Guarantor: James M. Hennen
/s/ JAMES M. HENNEN
-----------------------
(Signature)
Address:
-----------------------------
-----------------------------
-----------------------------
STATE OF ________________:
COUNTY OF _______________:
Before me, a Notary Public of the state and county aforesaid,
personally appeared JAMES M. HENNEN, to me known (or proved to me on the basis
of satisfactory evidence) to be the person described in and who executed the
foregoing instrument, and acknowledged that he executed the same as his free act
and deed.
WITNESS my hand and seal, at office in ____________
____________________________________, this _________ day of July, 1997.
--------------------------------
Notary Public
My Commission Expires:__________
[COUNTERPART SIGNATURE PAGE]
<PAGE>
IN WITNESS WHEREOF, Guarantors have executed and delivered this Guaranty as
of this 10th day of July, 1997.
Guarantor: H. Allen Corey
/s/ H. ALLEN COREY
-----------------------
(Signature)
Address:
-----------------------------
-----------------------------
-----------------------------
STATE OF ________________:
COUNTY OF _______________:
Before me, a Notary Public of the state and county aforesaid,
personally appeared H. ALLEN COREY, to me known (or proved to me on the basis of
satisfactory evidence) to be the person described in and who executed the
foregoing instrument, and acknowledged that he executed the same as his free act
and deed.
WITNESS my hand and seal, at office in ____________
____________________________________, this _______ day of July, 1997.
--------------------------------
Notary Public
My Commission Expires:__________
[COUNTERPART SIGNATURE PAGE]
<PAGE>
IN WITNESS WHEREOF, Guarantors have executed and delivered this Guaranty as
of this 10th day of July, 1997.
Guarantor: Kenneth S. Hays, Jr.
/s/ KENNETH S. HAYS, JR.
------------------------
(Signature)
Address:
-----------------------------
-----------------------------
-----------------------------
STATE OF ________________:
COUNTY OF _______________:
Before me, a Notary Public of the state and county aforesaid,
personally appeared KENNETH S. HAYS, JR., to me known (or proved to me on the
basis of satisfactory evidence) to be the person described in and who executed
the foregoing instrument, and acknowledged that he executed the same as his free
act and deed.
WITNESS my hand and seal, at office in ____________
____________________________________, this ________ day of July, 1997.
--------------------------------
Notary Public
My Commission Expires:__________
[COUNTERPART SIGNATURE PAGE]
<PAGE>
IN WITNESS WHEREOF, Guarantors have executed and delivered
this Guaranty as of this 10th day of July, 1997.
Guarantor: Jon M. Kinsey
/s/ JON M. KINSEY
-----------------------
(Signature)
Address:
-----------------------------
-----------------------------
-----------------------------
STATE OF ________________:
COUNTY OF _______________:
Before me, a Notary Public of the state and county aforesaid,
personally appeared JON M. KINSEY, to me known (or proved to me on the basis of
satisfactory evidence) to be the person described in and who executed the
foregoing instrument, and acknowledged that he executed the same as his free act
and deed.
WITNESS my hand and seal, at office in ____________
____________________________________, this _________ day of July, 1997.
--------------------------------
Notary Public
My Commission Expires:__________
[COUNTERPART SIGNATURE PAGE]
<PAGE>
IN WITNESS WHEREOF, Guarantors have executed and delivered this Guaranty as
of this 10th day of July, 1997.
Guarantor: Frank E. Fowler
/s/ FRANK E. FOWLER
-----------------------
(Signature)
Address:
-----------------------------
-----------------------------
-----------------------------
STATE OF ________________:
COUNTY OF _______________:
Before me, a Notary Public of the state and county aforesaid,
personally appeared FRANK E. FOWLER, to me known (or proved to me on the basis
of satisfactory evidence) to be the person described in and who executed the
foregoing instrument, and acknowledged that he executed the same as his free act
and deed.
WITNESS my hand and seal, at office in ____________
____________________________________, this ________ day of July, 1997.
--------------------------------
Notary Public
My Commission Expires:__________
[COUNTERPART SIGNATURE PAGE]
<PAGE>
IN WITNESS WHEREOF, Guarantors have executed and delivered this Guaranty as
of this 10th day of July, 1997.
Guarantor: ROCK BOTTOM RESTAURANTS, INC.
ATTEST:
By:/s/ WILLIAM S. HOPPE By:/s/ THOMAS A. MOXCEY
---------------------- -------------------------
Title: Executive Vice President (Signature)
Chief Financial Officer
Address:
-----------------------------
-----------------------------
-----------------------------
STATE OF ________________:
COUNTY OF _______________:
Before me, a Notary Public of the state and county aforesaid,
personally appeared (name)________________________ and (name)
________________________, with whom I am personally acquainted (or proved to me
on the basis of satisfactory evidence), and who, upon oath, acknowledged
themselves to be (title)____________________ and (title) _______________________
of ROCK BOTTOM RESTAURANTS, INC. the within named bargainor, a corporation, and
that they as such (title)____________________ and (title)
_________________________, executed the foregoing instrument for the purposes
therein contained, by signing the name of the corporation by themselves as
(title)______________________ and (title) ______________________.
WITNESS my hand and seal, at office in (county,
state)____________________________________, this ______ day of July, 1997.
--------------------------------
Notary Public
My Commission Expires:__________
[COUNTERPART SIGNATURE PAGE]
<PAGE>
IN WITNESS WHEREOF, Guarantors have executed and delivered this Guaranty as
of this 10th day of July, 1997.
Guarantor: C. Andrew Stockett
/s/ C. ANDREW STOCKETT
-----------------------
(Signature)
Address:
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-----------------------------
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STATE OF ________________:
COUNTY OF _______________:
Before me, a Notary Public of the state and county aforesaid,
personally appeared C. Andrew Stockett, to me known (or proved to me on the
basis of satisfactory evidence) to be the person described in and who executed
the foregoing instrument, and acknowledged that he executed the same as his free
act and deed.
WITNESS my hand and seal, at office in ____________
____________________________________, this ________ day of July, 1997.
--------------------------------
Notary Public
My Commission Expires:__________
[COUNTERPART SIGNATURE PAGE]
