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-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SHPL8NgIDe8Dle/b784LVDTCZGhU4JCL4AAafhd2J5DR76vymow4JCyHL7dF2gPz 8qnrwU5OnzrB6TvHzWnLbw== 0000825324-09-000009.txt : 20090420 0000825324-09-000009.hdr.sgml : 20090420 20090420160015 ACCESSION NUMBER: 0000825324-09-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20090420 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20090420 DATE AS OF CHANGE: 20090420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GOOD TIMES RESTAURANTS INC CENTRAL INDEX KEY: 0000825324 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 841133368 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18590 FILM NUMBER: 09759290 BUSINESS ADDRESS: STREET 1: 601 CORPORATE CIRCLE CITY: GOLDEN STATE: CO ZIP: 80401 BUSINESS PHONE: 3033841400 MAIL ADDRESS: STREET 1: 601 CORPORATE CIRCLE CITY: GOLDEN STATE: CO ZIP: 80401 FORMER COMPANY: FORMER CONFORMED NAME: PARAMOUNT VENTURES INC DATE OF NAME CHANGE: 19900205 8-K 1 form8k1.htm _

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

April 20, 2009

Good Times Restaurants Inc.

(Exact name of registrant as specified in its charter)

Nevada 000-18590 84-1133368

(State or other jurisdiction (Commission (IRS Employer

of incorporation) File Number) Identification No.)

601 Corporate Circle, Golden, Colorado 80401

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (303) 384-1400

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):

[_] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On April 20, 2009, Good Times Restaurants Inc. (the "Company") and Good Times Drive Thru Inc. ("GTDT"), a wholly owned subsidiary of the Company, entered into a loan agreement (the "Loan Agreement") with Golden Bridge, LLC ("Golden Bridge"), pursuant to which Golden Bridge made a loan of $185,000 (the "Loan") to GTDT to be used for restaurant marketing and other working capital costs of GTDT. Eric Reinhard, Ron Goodson, David Grissen, Richard Stark, and Alan Teran, who are all members of the Company's Board of Directors and stockholders of the Company, are the sole members of Golden Bridge. Eric Reinhard is the sole manager of Golden Bridge. The Company's and GTDT's obtaining of the Loan from Golden Bridge and related transactions were duly approved in advance by the Company's Board of Directors by the affirmative vote of members thereof who did not have an interest in the transaction.

The Loan is evidenced by a promissory note dated April 20, 2009 (the "Note") made by the Company and GTDT, as co-makers, and shall bear interest at a rate of 10% per annum on the unpaid principal balance. The Note provides for monthly interest payments and will mature and be due and payable in full on July 10, 2010. The commitment fee for the Loan is $3,700. The Loan Agreement contains customary event of default provisions and a cross-default provision with respect to the loan agreement for the PFGI Loan (as defined below). Upon the occurrence and continuance of an event of default, Golden Bridge may declare all or part of the unpaid principal and accrued and unpaid interest on the Loan due and payable. Any amounts not paid to Golden Bridge when due will bear interest from the due date until paid at a rate of 18% per annum.

The Loan Agreement and the Note are subject to the terms of an intercreditor agreement dated April 20, 2009 (the "Intercreditor Agreement"), among the Company, GTDT, Golden Bridge and PFGI II, LLC ("PFGI"). As previously reported by the Company, GTDT currently has a $2,500,000 revolving line of credit with PFGI (the "PFGI Loan"), which was scheduled to mature on July 10, 2009, under which $2,000,000 was outstanding as of April 20, 2009. Under the Intercreditor Agreement, PFGI and Golden Bridge agreed that, upon any payments of principal or interest on the Loan or the PFGI Loan by GTDT, PFGI and Golden Bridge shall each be entitled to its pro rata share of such payments in the amount of 93.1% for PFGI and 6.9% for Golden Bridge. The Intercreditor Agreement also provides that GTDT and the Company may prepay the Loan in whole or in part with the prior consent of PFGI, and that any other indebtedness of the Company or GTDT to PFGI or Golden Bridge shall be subordinate in payment and lien priority to the Loan and the PFGI Loan to the extent of the proceeds of the collateral. Under the Intercreditor Agreement, all money received from any foreclosure on the collateral securing the PFGI Loan shall be applied to PFGI and Golden Bridge for their expenses related to such event and then on a pari passu basis to PFGI and Golden Bridge in accordance with their respective pro rata shares.

Prior to the closing of the Loan, borrowings under the PFGI Loan were secured by GTDT's leasehold estates and business assets with respect to certain of GTDT's restaurants located in Boulder, Adams, Jefferson and Larimer counties in Colorado and first deeds of trust on real property in Arapahoe and Weld counties in Colorado developed under the PFGI Loan. In connection with PFGI's entry into the Intercreditor Agreement, GTDT and the Company entered into a first amendment to amended and restated promissory note dated April 20, 2009 (the "PFGI Note Amendment"), which extended the maturity date of the PFGI Loan until July 10, 2010 and eliminated a loan balance threshold for release of the collateral securing the PFGI Loan.

In connection with the Loan, the Company issued a three-year warrant dated April 20, 2009 (the "Warrant") to Golden Bridge which provides that Golden Bridge may at any time from April 20, 2009 until April 20, 2012 purchase up to 92,500 shares of the Company's common stock (the "Warrant Shares") at an exercise price of $1.15 per share. The number of Warrant Shares and the exercise price are subject to customary antidilution adjustments upon the occurrence of any stock dividends, stock splits, reverse stock splits, recapitalizations, reclassifications, stock combinations or similar events.

The issuance of the Warrant was made in reliance on the exemption from registration under the Securities Act of 1933 (the "Securities Act") as provided in Section 4(2) of the Securities Act. The facts relied upon to make such exemption available include the fact that only one offeree and purchaser was involved, the limited manner of offering, the status of the purchaser as either an "accredited investor" as defined in Regulation D under the Securities Act or sophisticated as to the nature of the particular transaction, and the restricted status of the security as evidenced by a customary restrictive legend on the document for the security.

The Loan Agreement, Note, Intercreditor Agreement, PFGI Note Amendment, and Warrant (collectively, the "Loan Documents") are filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing summary of the Loan Documents is qualified in its entirety by reference to the full text of the Loan Documents filed as exhibits hereto.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On April 20, 2009, the Company and GTDT obtained the Loan from Golden Bridge. The description of the Loan and the related Loan Documents contained in Item 1.01 above is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed as part of this report:

Exhibit Number	Description
4.1	Warrant to Purchase Shares of Common Stock, Par Value $0.01 Per Share dated April 20, 2009 by Good Times Restaurants Inc.
10.1	Loan Agreement dated April 20, 2009 among Golden Bridge, LLC, Good Times Drive Thru Inc. and Good Times Restaurants Inc.
10.2	Promissory Note dated April 20, 2009 by Good Times Drive Thru Inc. and Good Times Restaurants Inc.
10.3	Intercreditor Agreement dated April 20, 2009 among PFGI II, LLC, Golden Bridge, LLC, Good Times Drive Thru Inc. and Good Times Restaurants Inc.
10.4	First Amendment to Amended and Restated Promissory Note dated April 20, 2009 by Good Times Drive Thru Inc. and Good Times Restaurants Inc.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GOOD TIMES RESTAURANTS INC.

Date: April 20, 2009 By: /s/ Boyd E. Hoback

Boyd E. Hoback

President and Chief Executive Officer

EX-1 2 warrantagreement1.htm Counsel

THE SECURITIES REPRESENTED HEREBY MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR (II) THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO IT THAT SUCH TRANSFER MAY LAWFULLY BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OR QUALIFICATION UNDER APPLICABLE STATE SECURITIES LAWS.

SUBJECT TO THE PROVISIONS OF SECTION 10 HEREOF, THIS WARRANT SHALL BE VOID AFTER 5:00 P.M. MOUNTAIN TIME ON THE THIRD ANNIVERSARY OF THE CLOSING DATE (THE "EXPIRATION DATE").

No. 101

GOOD TIMES RESTAURANTS INC.

WARRANT TO PURCHASE SHARES OF

COMMON STOCK, PAR VALUE $0.01 PER SHARE

For VALUE RECEIVED, Golden Bridge LLC, a Colorado limited liability company ("Warrantholder"), is entitled to purchase, subject to the provisions of this Warrant, from GOOD TIMES RESTAURANTS INC., a Nevada corporation (the "Company"), from and after the date hereof (the "Initial Exercise Date") and at any time not later than 5:00 P.M., Mountain time, on the Expiration Date, at an exercise price per share equal to $1.15 (the "Warrant Price"), 92,500 shares ("Warrant Shares") of the Company's Common Stock, par value $0.01 per share ("Common Stock"). The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall be subject to adjustment from time to time as described herein.

Section 1. Transfers. As provided herein, this Warrant may be transferred only pursuant to a registration statement filed under the Securities Act of 1933, as amended (the "Securities Act"), or an exemption from such registration. Subject to such restrictions, the Company shall transfer this Warrant from time to time upon the books to be maintained by the Company for that purpose, upon surrender hereof for transfer, properly endorsed or accompanied by appropriate instructions for transfer and such other documents as may be reasonably required by the Company, including, if required by the Company, an opinion of its counsel to the effect that such transfer is exempt from the registration requirements of the Securities Act, and a new Warrant shall be issued to the transferee and the surrendered Warrant shall be canceled by the Company.

Section 2. Exercise of Warrant. Subject to the provisions hereof, the Warrantholder may exercise this Warrant, in whole or in part, at any time and from time to time prior to its expiration upon surrender of the Warrant, together with delivery of a duly executed Warrant exercise form, in the form attached hereto as Appendix A (the "Exercise Agreement") and payment by certified check or wire transfer of funds of the aggregate Warrant Price for that number of Warrant Shares then being purchased, to the Company. The Warrant Shares so purchased shall be deemed to be issued to the Warrantholder as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered for exercise, the Warrant Price shall have been paid and the completed Exercise Agreement shall have been delivered. Certificates for the Warrant Shares so purchased shall be delivered to the Warrantholder within a reasonable time after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the Warrantholder and shall be registered in the name of the Warrantholder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at the time of delivery of such certificates deliver to the Warrantholder a new Warrant representing the right to purchase the number of shares with respect to which this Warrant shall not then have been exercised.

Section 3. Compliance with the Securities Act of 1933. Except as provided in the Purchase Agreement, the Company may cause the legend set forth on the first page of this Warrant to be set forth on each Warrant, and a similar legend on any security issued or issuable upon exercise of this Warrant, unless counsel for the Company is of the opinion as to any such security that such legend is unnecessary.

Section 4. Reservation of Common Stock. The Company hereby represents and warrants that there have been reserved, and the Company shall at all applicable times keep reserved until issued out of the authorized and unissued shares of Common Stock sufficient shares to provide for the exercise of the rights of purchase represented by this Warrant. The Company agrees that all Warrant Shares issued upon due exercise of the Warrant shall be, at the time of delivery of the certificates for such Warrant Shares, duly authorized, validly issued, fully paid, and non-assessable shares of Common Stock of the Company.

Section 5. Adjustments. Subject and pursuant to the provisions of this Section 5, the Warrant Price and number of Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter.

(a) If the Company shall, at any time or from time to time while this Warrant is outstanding, pay a dividend or make a distribution on its Common Stock in shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater number of shares or combine its outstanding shares of Common Stock into a smaller number of shares, or issue by reclassification of its outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then (i) the Warrant Price in effect immediately prior to the date on which such change shall become effective shall be adjusted by multiplying such Warrant Price by a fraction, the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to such change and the denominator of which shall be the number of shares of Common Stock outstanding immediately after giving effect to such change, and (ii) the number of Warrant Shares purchasable upon exercise of this Warrant shall be adjusted by multiplying the number of Warrant Shares purchasable upon exercise of this Warrant immediately prior to the date on which such change shall become effective by a fraction, the numerator of which shall be the Warrant Price in effect immediately prior to the date on which such change shall become effective and the denominator of which shall be the Warrant Price in effect immediately after giving effect to such change, calculated in accordance with clause (i) above. Such adjustments shall be made successively whenever any event listed above shall occur.

(b) If any capital reorganization, reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer, or other disposition of all or substantially all of the Company's assets to another corporation shall be effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer, or other disposition, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities, or assets as would have been issuable or payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization, reclassification, consolidation, merger, sale, transfer, or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitation, provision for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities, or assets thereafter deliverable upon the exercise hereof. The Company shall not effect any such consolidation, merger, sale, transfer, or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity, shall assume the obligation to deliver to the Warrantholder, at the last address of the Warrantholder appearing on the books of the Company, such shares of stock, securities, or assets as, in accordance with the foregoing provisions, the Warrantholder may be entitled to purchase, and the other obligations under this Warrant.

(c) In case the Company shall fix a payment date for the making of a distribution to all holders of Common Stock (including any such distribution made in connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets (other than cash dividends or cash distributions payable out of consolidated earnings or earned surplus or dividends or distributions referred to in Section 5(a)), or subscription rights or warrants, the Warrant Price to be in effect after such payment date shall be determined by multiplying the Warrant Price in effect immediately prior to such payment date by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the Market Price (as defined below) per share of Common Stock immediately prior to such payment date, less the fair market value (as determined by the Company's Board of Directors in good faith) of such assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Market Price per share of Common Stock immediately prior to such payment date. "Market Price" shall mean, as of a particular date (the "Valuation Date"), the following: (a) if the Common Stock is then listed on a national stock exchange, the closing sale price of one share of Common Stock on such exchange on the last Trading Day prior to the Valuation Date; (b) if the Common Stock is then quoted on the National Association of Securities Dealers, Inc. OTC Bulletin Board (the "Bulletin Board") or such similar quotation system or association, the closing sale price of one share of Common Stock on the Bulletin Board or such other quotation system or association on the last Trading Day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low asked price quoted thereon on the last Trading Day prior to the Valuation Date; (c) if the Common Stock is then included in the "pink sheets," the closing sale price of one share of Common Stock on the "pink sheets" on the last Trading Day prior to the Valuation Date or, if no such closing sale price is available, the average of the high bid and the low ask price quoted on the "pink sheets" as of the end of the last Trading Day prior to the Valuation Date; or (d) if the Common Stock is not then listed on a national stock exchange or quoted on the Bulletin Board, the "pink sheets" or such other quotation system or association, the fair market value of one share of Common Stock as of the Valuation Date, as determined in good faith by the Board of Directors of the Company and the Warrantholder. In the event that the Board of Directors of the Company and the Warrantholder are unable to agree upon the fair market value in respect of subpart (d) of this paragraph, the Company and the Warrantholder shall jointly select an appraiser who is experienced in such matters. The decision of such appraiser shall be final and conclusive, and the cost of such appraiser shall be borne equally by the Company and the Warrantholder. Such adjustment shall be made successively whenever such a payment date is fixed.

(d) An adjustment to the Warrant Price shall become effective immediately after the payment date in the case of each dividend or distribution and immediately after the effective date of each other event which requires an adjustment.

(e) In the event that, as a result of an adjustment made pursuant to this Section 5, the Warrantholder shall become entitled to receive any shares of capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable upon exercise of this Warrant shall be subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent as practicable to the provisions with respect to the Warrant Shares contained in this Warrant.

Section 6. Benefits. Nothing in this Warrant shall be construed to give any person, firm, or corporation (other than the Company and the Warrantholder) any legal or equitable right, remedy, or claim, it being agreed that this Warrant shall be for the sole and exclusive benefit of the Company and the Warrantholder.

Section 7. Notices to Warrantholder. Upon the happening of any event requiring an adjustment of the Warrant Price, the Company shall promptly give written notice thereof to the Warrantholder at the address appearing in the records of the Company, stating the adjusted Warrant Price and the adjusted number of Warrant Shares resulting from such event and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Failure to give such notice to the Warrantholder or any defect therein shall not affect the legality or validity of the subject adjustment.

Section 8. Notices. Unless otherwise provided, any notice required or permitted under this Warrant shall be given in writing and shall be deemed effectively given as hereinafter described (i) if given by personal delivery, then such notice shall be deemed given upon such delivery, (ii) if given by telex or facsimile, then such notice shall be deemed given upon receipt of confirmation of complete transmittal, (iii) if given by mail, then such notice shall be deemed given upon the earlier of (A) receipt of such notice by the recipient or (B) three days after such notice is deposited in first class mail, postage prepaid, and (iv) if given by an internationally recognized overnight air courier, then such notice shall be deemed given one business day after delivery to such carrier. All notices shall be addressed as follows: if to the Warrantholder, at its address as set forth in the Company's books and records and, if to the Company, at the address as follows, or at such other address as the Warrantholder or the Company may designate by ten days' advance written notice to the other:

If to the Company:

GOOD TIMES RESTAURANTS INC.

601 Corporate Circle

Golden, CO 80401

Section 9. Successors. All the covenants and provisions hereof by or for the benefit of the Warrantholder shall bind and inure to the benefit of its respective successors and assigns hereunder.

Section 10. Governing Law; Consent to Jurisdiction; Waiver of Jury Trial. This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of Nevada, without reference to the choice of law provisions thereof. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably submits to the exclusive jurisdiction of the courts of Colorado for the purpose of any suit, action, proceeding, or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action, or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably consents to the jurisdiction of any such court in any such suit, action, or proceeding, and to the laying of venue in such court. The Company and, by accepting this Warrant, the Warrantholder, each irrevocably waives any objection to the laying of venue of any such suit, action, or proceeding brought in such courts and irrevocably waives any claim that any such suit, action, or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE WARRANTHOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

Section 11. No Rights as Stockholder. Prior to the exercise of this Warrant, the Warrantholder shall not have or exercise any rights as a stockholder of the Company by virtue of its ownership of this Warrant.

Section 12. Amendment; Waiver Any term of this Warrant may be amended or waived (including the adjustment provisions included in Section 8 of this Warrant) upon the written consent of the Company and the Warrantholder.

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed, as of the 20 day of April, 2009.

GOOD TIMES RESTAURANTS INC.

By:/s/ Boyd E. Hoback

Name: Boyd E. Hoback

Title: President and CEO

APPENDIX A

GOOD TIMES RESTAURANTS INC.

WARRANT EXERCISE FORM

To GOOD TIMES RESTAURANTS INC.:

The undersigned hereby irrevocably elects to exercise the right of purchase represented by the within Warrant ("Warrant") for, and to purchase thereunder by the payment of the Warrant Price and surrender of the Warrant, _______________ shares of Common Stock ("Warrant Shares") provided for therein, and requests that certificates for the Warrant Shares be issued as follows:

Name:

Address:

Federal Tax ID

Or Social Security No.:

and, if the number of Warrant Shares shall not be all the Warrant Shares purchasable upon exercise of the Warrant, that a new Warrant for the balance of the Warrant Shares purchasable upon exercise of this Warrant be registered in the name of the undersigned Warrantholder or the undersigned's Assignee as below indicated and delivered to the address stated below.

Dated: ___________________, ____ Signature:_______________________

_______________________________

Name (please print)

______________________________

Address

______________________________

Federal Identification or

; Social Security No. - -8-

9550470.1

EX-2 3 goldenbridgeloanagreement1.htm BAF Single Site Loan Agreement

LOAN AGREEMENT

THIS LOAN AGREEMENT (as it may hereafter be amended, supplemented, extended or renewed from time to time, the "Agreement") is made as of April 20, 2009 by and among Golden Bridge LLC, a Colorado limited liability company, ("Lender"), GOOD TIMES DRIVE THRU, INC., a Colorado corporation ("Borrower") and GOOD TIMES RESTAURANTS INC., a Nevada corporation ("Co-Maker").

For valuable consIderation, the parties agree as follows:

ARTICLE 1
DEFINITIONS

1.1 Definitions. The following terms shall have the following meanings:

"Loan" means the financing in the amount of $185,000 provided by Lender to Borrower in accordance with this Agreement and the other Loan Documents.

"Loan Documents" means, collectively, this Agreement, the Note, the Intercreditor Agreement of even date herewith attached hereto as Exhibit A and the Warrant Agreement of even date herewith attached hereto as Exhibit B, all as they may be amended, supplemented, extended or renewed from time to time.

"Note" means the Promissory Note of even date herewith executed by Borrower and Co-Maker in favor of Lender evidencing the Loan, as amended, supplemented, restated, substituted or renewed from time to time.

ARTICLE 2
THE TRANSACTION

2.1 The Loan. Subject to the terms and conditions of this Agreement, Lender agrees to make the Loan to Borrower and Borrower agrees to borrow the Loan from Lender.

8789351. 3

2.2 The Note. The Loan shall be evidenced by the Note and the Intercreditor Agreement between Lender and PFGI II, LLC, a Colorado limited liability company ("PFGI"). Borrower shall repay the outstanding principal amount of the Loan together with interest thereon in the manner and in accordance with the terms and conditions of the Note.

2.3 Commitment Fee. At Closing, Borrower shall pay to Lender a commitment fee in the amount of $3,700.

2.4 Purpose of the Loan. The proceeds of the Loan shall be used by Borrower for the restaurant marketing and other working capital costs of Borrower.

2.5 Closing; Disbursements. The Closing of the Loan ("Closing") shall occur on April 20, 2009 at which time the Loan shall be disbursed by Lender by wire transfer of immediately available funds to Borrower.

2.6 Conditions Precedent. The obligation of Lender and Borrower to consummate the transaction contemplated by this Agreement and to make the Loan is subject to the satisfaction of the conditions that (1) PFGII, LLC, Borrower and Lender shall have entered into the Intercreditor Agreement attached hereto as Exhibit A and the deeds of trust and security agreements referenced in such Intercreditor Agreement shall have been amended as set forth in such Agreement, and (b) Borrower shall have executed and delivered to Lender the Warrant Agreement attached hereto as Exhibit B.

ARTICLE 3
REPRESENTATIONS AND WARRANTIES

Borrower acknowledges and agrees that (a) the representations and warranties in this Article are a material consideration to Lender; (b) Lender is relying on the correctness and completeness of all of these representations and warranties in making the Loan; and (c) the representations and warranties are true and accurate as of the date of this Agreement and will be true and accurate as of the Closing as if made on the Closing date. Accordingly, Borrower represents, warrants and certifies to Lender that:

3.1 Borrower Organizational Status; Power and Authority. Borrower and Co-Maker are each a corporation, duly organized or formed, validly existing and in good standing under the laws of their respective states of incorporation. Borrower has all requisite power and authority to own and operate its properties, to carry on its businesses as now conducted and as proposed to be conducted, and to enter into and perform the Loan Documents.

3.2 Due Authorization and Execution; Performance; No Conflicts. All necessary entity action has been taken to authorize the execution, delivery, consummation and performance by Borrower and Co-Maker of the Loan Documents. The person(s) executing the Loan Documents on behalf of Borrower and Co-Maker are duly authorized to do so. No approval, authorization, consent, certificate, license, permit, registration, qualification or other action or grant by or filing with any governmental authority or other person is required in connection with the authorization, execution, delivery, consummation or performance by Borrower or Co-Maker of the Loan Documents. The authorization, execution, delivery, consummation and performance by Borrower and Co-Maker of the Loan Documents will not conflict with or violate any of Borrower's or Co-Maker's organizational documents or any applicable laws or result in any default (or any event, that with the giving of notice or the passage of time, or both, would constitute a default) under any document, instrument or agreement to which Borrower or Co-Maker is a party or by which Borrower or Co-Maker or any of their assets are bound.

3.3 Binding Obligations. This Agreement and the other Loan Documents have been duly executed and delivered by Borrower and Co-Maker and constitute the legal, valid and binding obligations of Borrower and Co-Maker enforceable against Borrower and Co-Maker in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, liquidation, reorganization and other laws affecting the rights of creditors generally and general principles of equity (each a "Bankruptcy Event").

ARTICLE 4
DEFAULT AND REMEDIES

4.1 Defaults. The following constitute events of default (each an "Event of Default"):

(a) Monetary Defaults. If any obligation for the payment of money is not paid on or before the due date and such failure continues without being fully cured within ten days following written notice to Borrower of such failure.

(b) Bankruptcy Events. The occurrence of a Bankruptcy Event.

(c) PFGI II, LLC Agreement Default. The occurrence of an Event of Default under the Amended and Restated Loan Agreement dated July 1, 2008 between Borrower and PFGI II, LLC (the "PFGI Loan Agreement").

4.2 Remedies. Upon the occurrence and during the continuance of an Event of Default, Lender may declare all or any part of the Loan to be due and payable without presentment, demand, protest or further notice of any kind. Borrower waives notice of intent to accelerate the Loan and notice of acceleration. In addition to declaring the Loan due and payable, Lender may exercise, at its option, concurrently, successively or in any combination, all rights and remedies now or in the future available under any of the Loan Documents or at law or in equity. Neither the acceptance of this Agreement nor its enforcement shall prejudice or in any manner affect Lender's rights to realize upon or enforce its rights, and Lender is entitled to enforce this Agreement and its rights and remedies in such manner as it may in its absolute discretion determine.

4.3 Default Interest. Any amounts not paid to Lender when due (including amounts due by reason of acceleration) shall bear interest from the due date until paid at the rate of 18 percent per annum.

ARTICLE 5
Assignments by Lender

5.1 Right to Assign. Lender, from time to time, may assign, sell, or transfer in whole or in part its interests in the Note, the Loan, or any of its rights under any of the Loan Documents (in each case, a "Lender Transfer").

ARTICLE 6
GENERAL PROVISIONS

6.1 Applicability of General Provisions. The provisions of this Article apply to this Agreement and to each of the other Loan Documents, the same as if the provisions of this Article were set forth in full in each of the other Loan Documents.

6.2 Notices. All notices, consents, demands, and approvals required or permitted to be given pursuant to this Agreement or the other Loan Documents (each, a "Notice") shall be in writing and shall be given by hand delivery; prepaid express delivery service; or by certified U.S. mail, postage prepaid, return receipt requested. Notices shall be delivered or addressed to the parties at the addresses specified on the signature page or at such other address as a party may designate to the other party in writing. Notices shall be effective (a) on the date on which the notice is delivered, if notice is given by hand delivery; (b) on the date of actual receipt, if the notice is sent by express delivery service; or (c) on the date on which it is received or rejected as reflected by a receipt if given by U.S. mail, addressed and sent as aforesaid.

6.3 Waiver and Amendment. None of the terms and provisions of this Agreement or the other Loan Documents shall be amended or modified, nor shall Lender have waived any if its rights under any of the Loan Documents, unless Borrower obtains the prior written consent of Lender with respect to such amendment, modification or waiver, which consent may be withheld or conditioned in the sole and absolute discretion of Lender, unless otherwise expressly provided. Waiver of any matter shall not be deemed a waiver of the same or any other matter on any future occasion.

6.4 Good Faith. In acting on any request by Borrower for a consent or approval to any matter or for a waiver with respect to any of the provisions of any of the Loan Documents, notwithstanding the fact that Lender may be entitled to withhold such consent, approval or request for a waiver in Lender's sole and absolute discretion, Lender shall act in good faith with respect to any such request for consent, approval, or waiver.

6.5 Time of Essence; Time Periods. Time is of the essence of each provision in this Agreement and the other Loan Documents in which time is an element. If the time for the performance of any obligation or taking any action under this Agreement or such other Loan Document expires on a day other than a Business Day, the time for performance or taking such action shall be extended to the next succeeding Business Day. "Business Day" means a day when banks are generally open for business other than Saturday, Sunday or a legal holiday.

6.6 Choice of Law. This Agreement and each of the other Loan Documents shall be governed by and construed in accordance with Colorado law, without regard to its principles of conflicts of law.

6.7 Further Assurances; Corrections and Insertions. Each party agrees in good faith to execute such further or additional documents as may be necessary or appropriate to fully carry out the intent and purpose of this Agreement and each of the other Loan Documents.

6.8 Attorneys' Fees. In the event of any judicial or other adversarial proceeding between the parties concerning this Agreement or the other Loan Documents, the prevailing party shall be entitled to recover its reasonable attorneys' fees and other costs in addition to any other relief to which it may be entitled.

6.9 Forum Selection; Jurisdiction; Venue. Borrower consents and agrees that the state or federal courts located in the City and County of Denver, Colorado, shall have exclusive jurisdiction to hear and determine any claims or disputes pertaining to this Agreement or any of the other Loan Documents, any transaction relating thereto, and any investigation, litigation, or proceeding in connection with, related to or arising out of any such matters, provided, that Borrower acknowledges that any appeals from those courts may have to be heard by a court located outside of such jurisdiction; and provided further that nothing in this Agreement shall limit or restrict the right of Lender to commence any proceeding in the federal or state courts located in another state to the extent Lender deems such proceeding necessary or advisable to exercise remedies available under the other Loan Documents.

6.10 Waiver of Jury Trial. THE PARTIES, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS AGREEMENT, THE FINANCING CONTEMPLATED HEREBY AND ANY OTHER TRANSACTION CONTEMPLATED HEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.

6.11 Binding Effect. This Agreement, the Note, and the other Loan Documents are binding on and inure to the benefit of Borrower and Lender and their respective successors and permitted assigns, including, any United States trustee, any debtor in possession or any trustee appointed from a private panel.

6.12 Entire Agreement. This Agreement and the other Loan Documents constitute the entire agreement between the parties with respect to the subject matter hereof, and there are no other representations, warranties or agreements, written or oral, between Borrower and Lender with respect to the subject matter of this Agreement and the other Loan Documents.

EXECUTED effective as of the date first set forth above.

BORROWER:

GOOD TIMES DRIVE THRU, INC., a Colorado corporation

By /s/ Boyd E. Hoback

Printed Name: Boyd E. Hoback

Its: President and CEO

Principal Place of Business and Address for Notices:

601 Corporate Circle

Golden, Colorado 80401

LENDER:

GOLDEN BRIDGE LLC, a Colorado Limited Liability Company

By /s/ Eric W. Reinhard

Printed Name: Eric Reinhard

Its: Manager

Address for Notices:

6975 S. Polo Ridge Drive, Littleton, Colorado 80128

Attn: Eric Reinhard

CO-MAKER:

GOOD TIMES RESTAURANTS INC., a Nevada corporation

By /s/ Boyd E. Hoback

Printed Name: Boyd E. Hoback

Its: President and CEO8

EX-3 4 goldenbridgepromissory1.htm PROMISSORY NOTE

PROMISSORY NOTE

$185,000.00 Denver, Colorado

April 20, 2009

1. FOR VALUE RECEIVED, the undersigned GOOD TIMES DRIVE THRU, INC., a Colorado corporation ("GT Drive Thru") and GOOD TIMES RESTAURANTS INC., a Nevada corporation (collectively, "Maker"), hereby jointly, severally and unconditionally promise to pay to the order of Golden Bridge LLC, a Colorado limited liability company, or order ("Holder"), the principal sum of One Hundred and Eighty Five Thousand Dollars ($185,000.00) together with interest accruing at the rate of 10% per annum on the unpaid principal balance as set forth below. Such principal and interest shall be payable pursuant to paragraph 2 below at 6975 S. Polo Ridge Drive, Littleton, Colorado 80128, or at such other place as Holder shall designate in writing. This Promissory Note evidences a loan (the "Loan") from Holder to Maker and is subject to the terms and conditions of that certain Loan Agreement between Maker and Holder dated April 20, 2009, the "Loan Agreement"). Each capitalized term used but not defined herein shall have the same meaning given to such term in the Loan Agreement.

2. Payment and Maturity. Monthly payments of accrued interest only shall be paid by Maker commencing on May 1, 2009 and continuing thereafter on the first day of each succeeding calendar month in equal payments, as adjusted with adjustments to the Prime Rate. This Promissory Note shall mature on July 10, 2010 ("Maturity Date"), at which time all unpaid principal and accrued interest thereon shall be due and payable in full.

3. Prepayment. Maker may prepay this Promissory Note at any time without penalty or prior consent of Holder.

4. Security. This Promissory Note and the indebtedness evidenced hereby are subject to the terms of an Intercreditor Agreement of even date herewith between Maker, Holder and PFG1 II, LLC, a Colorado limited liability company, and the deeds of trust and security agreements described in such Intercreditor Agreement.

8787469.2

5. Application of Payments. Subject to the provisions of section 8 below, all sums paid hereunder shall be applied first to the payment of accrued and unpaid interest; and the remainder, if any, to the reduction of unpaid principal. All interest hereunder shall be calculated on the basis of a 365 day year.

6. Acceleration and Default Interest. If Maker shall default in the payment of any installment of interest under this Promissory Note, or if there shall be an Event of Default under any of the other Loan Documents, and if such default is not cured within the applicable cure period stated in any such Loan Document, the entire unpaid balance of this Promissory Note, including all principal and accrued interest, irrespective of the maturity date specified herein, shall, at the election of Holder, become immediately due and payable and each and every such delinquent payment, including the entire principal balance and accrued interest in the event of acceleration, shall bear interest thereafter at the rate of 18 percent per annum ("Default Rate") until paid in full. The rights or remedies of Holder as provided in this Promissory Note and the other Loan Documents shall be cumulative and concurrent and may be pursued singularly, successively or together against Maker. Failure to exercise any such right to remedy shall in no event be construed as a waiver or release of such rights or remedies or the right to exercise them at a later time.

7. Attorneys' Fees. Maker agrees to promptly reimburse Holder for all reasonable costs and expenses, including attorneys' fees and court costs, incurred to collect this Promissory Note or any installment hereunder, if not paid when due.

8. No Waiver. No failure on the part of Holder to exercise, and no delay in exercising any right hereunder, shall operate as a waiver of such right; nor shall any single or partial exercise by Holder of any right hereunder preclude the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

8787469.2

9. Waiver. Maker hereby waives presentment, demand for payment, protest for nonpayment, notice of dishonor, diligence in collection, and all other indulgences, and expressly agree that this Promissory Note may be extended or renewed from time to time and any real or collateral security or any part thereof may be released by Holder without in any manner affecting, altering, releasing, or limiting Maker's liability hereon.

10. Colorado Law. This Promissory Note is made in and shall be governed by and interpreted in accordance with the laws of the State of Colorado.

11. General Provisions. This Promissory Note may not be amended, modified or changed, nor shall any waiver of any provision hereof be effective, unless set forth by an instrument in writing and signed by the party against whom enforcement of any waiver, amendment, change, modification or discharge is sought.

Whenever used herein, the words "Maker", and "Holder" shall be deemed to include their respective successors and assigns.

IN WITNESS WHEREOF, the undersigned has duly executed this Promissory Note the day and year first above written.

MAKER:

GOOD TIMES DRIVE THRU INC., a Colorado corporation

By: /s/ Boyd E. Hoback

Name: Boyd E. Hoback, President and CEO

CO-MAKER:

GOOD TIMES RESTAURANTS INC., a Nevada corporation

By: /s/ Boyd E. Hoback

Name: Boyd E. Hoback, President and CEO

8787469.2

EX-4 5 firstamendtopromnote1.htm FIRST AMENDMENT TO AMENDED AND RESTATED PROMISSORY NOTE

FIRST AMENDMENT TO AMENDED AND RESTATED PROMISSORY NOTE

This First Amendment to Amended and Restated Promissory Note (this "Amendment") is dated effective as of April 20, 2009 and it amends that certain Amended and Restated Promissory Note dated July 1, 2008 (the "Note") made by Good Times Drive ThRu, Inc., a Colorado corporation ("GT Drive Thru") and GOOD TIMES RESTAURANTS INC., a Nevada corporation (collectively, "Maker") in the principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000) for the benefit of PFGI II, LLC, a Colorado limited liability company ("Holder"). All capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Note.

1. The Maturity Date is hereby amended to July 10, 2010.

2. Paragraph 5 of the Note is hereby amended and restated as follows:

5 - Security. This Promissory Note and the indebtedness created and evidenced hereby, including principal and interest, are secured by (i) four separate Leasehold Deeds of Trust, Security Agreement, Assignment of Rents and Fixture Filings dated July 7, 2006 and recorded under Reception Nos. 2006110700 and 2006110701 in Jefferson County, Colorado on September 11, 2006, Reception No. 20060905000894220 in Adams County, Colorado on September 5, 2006 and Reception No. 20060067137 in Larimer County, Colorado on September 1, 2006 (collectively, the "Existing Deeds of Trust") made by GT Drive Thru for the benefit of Holder, encumbering all of GT Drive Thru's leasehold interest in and to the real property described therein ("Real Property") and located in the Counties of Jefferson, Adams and Larimer, State of Colorado and other collateral, as more particularly described therein; (ii) two separate Security Agreements and Collateral Assignments of Lease dated June 21, 2006 (collectively, the "Security Agreements"), from GT Drive Thru to Holder, encumbering the tangible and intangible assets, personal property, furniture, fixtures, goods, equipment and other personal property located at the Real Property (collectively, the "Property"); and (iii) two separate Deeds of Trust, each dated August 15, 2008 and recorded under Reception Nos. 88094383 in Arapahoe County, Colorado and 3573449 in Weld County, Colorado on August 20, 2008 (the "Additional Deeds of Trust"). This Promissory Note, the Existing Deeds of Trust, the Additional Deeds of Trust, the Loan Agreement and the Security Agreements are hereinafter collectively referred to as the "Loan Documents".

3. This Amendment constitutes the entire Agreement between Maker and Holder concerning the subject matter hereof. This Amendment may not be amended or modified orally, but only by written agreement executed by Maker and designated as an amendment or modification of the Note. Except as specifically amended hereby, the Note remains in full force and effect.

9549997.1

IN WITNESS WHEREOF, the undersigned has duly executed this Amendment effective as of the day and year first above written.

MAKER:

GOOD TIMES DRIVE THRU INC., a Colorado corporation

By: /s/ Boyd E. Hoback

Name: Boyd E. Hoback, President and CEO

GOOD TIMES RESTAURANTS INC., a Nevada corporation

By: /s/ Boyd E. Hoback

Name: Boyd E. Hoback, President and CEO

9549997.1

EX-5 6 revisedintercredit1.htm [FOR USE WITH CO-LENDERS UNDER A SINGLE LOAN AGREEMENT BUT WITH SEPARATE PROMISSORY NOTES]

Intercreditor Agreement

This Intercreditor Agreement is made and entered into this 20 day of April, 2009 by and among PFGI II, LLC, a Colorado limited liability company ("PFGI"); GOLDEN BRIDGE, LLC, a Colorado limited liability company ("Golden Bridge"); and Good Times Drive Thru, Inc., a Colorado corporation, and Good Times Restaurants Inc., a Nevada corporation (together, "GTIM").

Recitals

1. PFGI has made a loan to GTIM in the principal amount of $2,500,000 (the "PFGI Loan") and Golden Bridge has made a loan to GTIM in the principal amount of $185,000 (the "Golden Bridge Loan" and together with the PFGI the "Loans"). PFGI and Golden Bridge are each referred to as a "Lender" and together the "Lenders."

2. The PFGI Loan and the Golden Bridge Loan are each pursuant to and evidenced by a Loan Agreement and a Promissory Note ("Loan Agreements" and "Promissory Notes" and together the "Loan Documents").

3. GTIM's obligations under the PFGI Loan are secured by (a) first priority deeds of trust encumbering the GTIM properties described on Exhibit A hereto, and (b) first priority security interests in the GTIM properties described on Exhibit B hereto (together, the "Collateral").

Agreement

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, PFGI, Golden Bridge and GTIM agree as follows:

1. Definitions.

Except as otherwise provided herein, terms defined in the Loan Agreements shall have the same meanings when used herein. Terms defined in the singular shall have the same meaning when used in the plural and vice versa. As used herein, the term:

3128379.4

"Lenders Pro Rata Shares" means the following allocations: PFGI 93.1%; and Golden Bridge 6.9%, except as set forth in Section 2 below.

"Majority of Lenders" means Lenders owning and holding more than fifty percent of the aggregate Lenders Pro Rata Shares.

"Net Loan Payment" means the amount of each payment or other recovery on the Loans received by PFGI or Golden Bridge, less any and all costs and expenses of recovery including reasonable attorneys' fees and collection costs.

2. Loan Payments.

Upon PFGI's or Golden Bridge's receipt of any payments of principal, interest or other amounts due with respect to the Loans, such Lender shall distribute to the other Lender such other Lender's Pro Rata Share of the Net Loan Payment so that each Lender receives its Lender's Pro Rata Share of each Net Loan Payment. All funds disbursed by a Lender to the other Lender shall be in immediately available funds sent by wire transfer. Notwithstanding anything to the contrary contained in this Section 2 or elsewhere in this Intercreditor Agreement, GTIM may at any time prepay in whole or in part the Golden Bridge Loan, with the prior written consent of PFGI which consent shall not be unreasonably withheld, after which the Lenders Pro Rata Shares shall be based upon the proportionate outstanding amounts of principal and interest of the PFGI Loan and the Golden Bridge Loan.

3. Covenants.

The Lenders make the following agreements and covenants, which shall continue so long as this Intercreditor Agreement is in effect and so long as the Loans are outstanding and unpaid:

3.1 Amendment of Loan Documents.

3128379.4

The Lenders each agree that they will not renew, extend, amend or modify the Loan Documents without the prior written consent of the Majority of Lenders. Notwithstanding the foregoing, the consent of both Lenders shall be required with respect to amendments to any of the Loan Documents that would act to: (a) extend or increase the amount of the Loans, (b) postpone any date fixed by either of the Loan Agreements or any other Loan Documents for any payment or mandatory prepayment of principal, interest, fees or other amounts due to either of the Lenders, (c) change the definition of Lenders Pro Rata Shares, (d) release the liability of GTIM, (e) permit the sale, transfer, pledge, mortgage or assignment of any Collateral except as expressly permitted under the Loan Documents, or (f) transfer or release any lien on or transfer or sell any Collateral, except as expressly permitted under the Loan Documents.

3.2 Subordination of Future Indebtedness.

Any indebtedness of GTIM to any of the Lenders, other than the Loans, which may be secured by any or all of the Collateral, shall be subordinate in payment and lien priority to the Loans to the extent of the proceeds of the Collateral.

4. Default by GTIM.

4.1 Notice of Event of Default.

(a) Within ten days of delivery of such notice of default to GTIM from one Lender, the Lenders shall consult with each other to determine a proposed course of action. The Lenders shall take such action with respect to such default as shall be directed by a Majority of Lenders as they shall deem advisable in the interest of the Lenders, except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of both of the Lenders.

(b) All money received from any enforcement actions, including the proceeds of a foreclosure sale of the Collateral, shall be applied: First, to the Lenders for expenses incurred in connection with such default; and Second, pari passu to the Lenders in accordance with their respective Lenders Pro Rata Shares.

(c) All losses with respect to sums payable pursuant to the Loan Documents or incurred in connection with the Loans and the Collateral shall be borne by the Lenders in accordance with the Lenders Pro Rata Shares.

3128379.4

(d) If any action is brought to collect on the Promissory Notes, or foreclose or enforce any of the other Loan Documents, such action shall (to the extent permitted under applicable law and the decisions of the court in which such action is brought) be an action brought by the Lenders, collectively, to collect on all or a portion of the Notes or otherwise enforce the Loan Documents, and counsel selected by the Majority of Lenders shall prosecute any such action on behalf of the Lenders, and the Lenders shall consult and cooperate with each other in the prosecution thereof. The costs and expenses of foreclosure, to the extent not paid by GTIM within ten days after demand therefor, will be borne by the Lenders in accordance with the Lenders Pro Rata Shares.

(e) If title is acquired to any of the Collateral after a foreclosure sale, nonjudicial foreclosure or by a deed in lieu of foreclosure, title shall be held by PFGI on behalf of and for the ratable benefit of the Lenders.

(f) If PFGI acquires title to any of the Collateral during or after the foreclosure, all material decisions with respect to the possession, ownership, development, control, operation, leasing, management and sale of the Collateral shall be made by the Majority of Lenders. All income or other money received after so acquiring title to or taking possession of the Collateral, including income from the operation and management of the Collateral and the proceeds of a sale of the Collateral, shall be applied: First, to the payment or reimbursement of expenses incurred with respect to the Collateral not paid by GTIM; and Second, pari passu to the Lenders in accordance with the Lenders Pro Rata Shares.

5. General Provisions.

5.1 Independent Business.

Nothing in this Intercreditor Agreement shall in any way prohibit, restrict or limit the right of any Lender to generally engage in any kind of business with Borrower independent of this Intercreditor Agreement, including, without limitation, making loans to, issuing letters of credit for the account of, accepting deposits from, and acting as trustee in transactions with Borrower, as though such Lender was not a party to this Intercreditor Agreement and without any duty to account therefor to Lenders.

3128379.4

5.2 Payment of Attorneys Fees.

Upon the occurrence of breach or default under this Intercreditor Agreement, the breaching or defaulting party agrees to pay to the non-breaching and non-defaulting parties all reasonable attorneys fees and legal expenses incurred as a result of such breach or default.

5.3 Third Party Beneficiaries.

The Intercreditor Agreement is made for the sole and exclusive benefit of Lenders and Agent and is not intended to benefit any other third party. No third party, including Borrower, may claim any right or benefit or seek to enforce any term or provision of this Intercreditor Agreement.

5.4 GTIM Acknowledgment. By its execution hereof, GTIM acknowledges the rights and obligations of the Lenders under this Intercreditor Agreement and covenants not to take any actions which conflict with such rights and obligations.

5.5 No Partnership or Joint Venture.

This Intercreditor Agreement is not intended to create and shall not be interpreted to create any partnership or joint venture between Lenders or with Agent.

5.6 Governing Law.

This Intercreditor Agreement shall be governed by and construed in accordance with the laws of the State of Colorado.

5.7 Severability of Invalid Provisions.

Any provision of this Intercreditor Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction only, be ineffective only to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

3128379.4

5.8 Interpretation of Intercreditor Agreement.

The headings in this Intercreditor Agreement are inserted for convenience only and shall not be considered part of the Intercreditor Agreement nor be used in its interpretation. All references in this Intercreditor Agreement to the singular shall be deemed to include the plural when the context so requires, and vice versa. References in the collective or conjunctive shall also include the disjunctive unless the context otherwise clearly requires a different interpretation.

5.9 Survival and Binding Effect of Representations, Warranties, and Covenants.

All agreements, representations, warranties, and covenants made herein shall survive the execution and delivery of this Intercreditor Agreement and shall continue in effect so long as any obligation contemplated by this Intercreditor Agreement or by the Loan Documents is outstanding. All agreements, representations, warranties, and covenants in this Intercreditor Agreement shall bind the party making the same, and its successors and assigns, and all rights and remedies in this Intercreditor Agreement shall inure to the benefit of and be enforceable by each party for whom made, and their respective successors and assigns.

All representations, covenants, releases, statements of non-reliance, and disclaimers made herein shall also be for the protection of, and inure to the benefit of, all officers, directors, employees, representatives, agents, and attorneys of the parties hereto.

5.10 Revival Clause.

3128379.4

If the incurring of any debt by Borrower or Agent or the payment of any money or transfer of property to Lenders by or on behalf of GTIM should for any reason subsequently be determined to be "voidable" or "avoidable" in whole or in part within the meaning of any state or federal law (collectively "voidable transfers"), including, without limitation, fraudulent conveyances or preferential transfers under the United States Bankruptcy Code or any other federal or state law, and any Lender is required to repay or restore any voidable transfers or the amount or any portion thereof, or upon the advice of Lender's counsel is advised to do so, then, any such amount or property repaid or restored, including all reasonable costs, expenses, and attorneys fees related thereto, shall be promptly reimbursed to Lender by the other Lender based upon the portion of such amount which was paid to each of the Lenders, and the liability of GTIM for such amount shall automatically be revived, reinstated, and restored and shall exist as though the voidable transfers had never been made.

5.11 Notices.

All notices or demands by any party to this Intercreditor Agreement shall, except as otherwise provided herein, be in writing and be sent as provided in the Loan Agreements.

5.12 Integrated Agreement and Subsequent Amendment.

This Intercreditor Agreement, together with the Loan Documents, constitutes the entire agreement among the Lenders and GTIM with respect to the maters set forth herein, and may not be altered or amended except by written agreement signed by the Lenders. All other prior and contemporaneous agreements, arrangements and understandings between the parties hereto as to the subject matter hereof are, except as otherwise expressly provided herein, rescinded.

5.13 Memorandum of Agreement.

The Lenders and GTIM agree to execute for filing and recording with respect to the public records applicable to the Collateral a memorandum setting forth in brief form the terms of this Intercreditor Agreement.

PFGI II, LLC

By: /s/ Fred Gardner

Name: Fred Gardner

Title: Manager

GOLDEN BRIDGE, LLC

By: /s/ Eric W. Reinhard

Name: Eric W. Reinhard

Title: Manager

3128379.4

GOOD TIMES DRIVE THRU, INC. GOOD TIMES RESTAURANT, INC.

By: :/s/ Boyd E. Hoback By:/s/ Boyd E. Hoback

Name: Boyd E. Hoback Name: Boyd E. Hoback

Title: President and CEO Title: President and CEO

3128379.4

EXHIBIT A

DEEDS OF TRUST

1535 Rocky Mountain Avenue, Loveland, Colorado 80538:

LOT 1, BLOCK 1, AMENDED PLAT OF TRACT A AND LOT 2, ROCKY MOUNTAIN VILLAGE 8^TH SUBDIVISION, TO THE CITY OF LOVELAND, COUNTY OF LARIMER, STATE OF COLORADO.

AND

PARCEL 1:

LOT 1, BLOCK 1 ROCKY MOUNTAIN VILLAGE TWELTH SUBDIVISION, TO THE CITY OF LOVELAND, COUNTY OF LARIMER, STATE OF COLORADO.

PARCEL II:

OUTLOT A, C AND E, ROCKY MOUNTAIN VILLAGE TWELTH SUBDIVISION TO THE CITY OF LOVELAND, COUNTY OF LARIMER, STATE OF COLORADO.

PARCEL III:

EASEMENTS AND OTHER RIGHTS CONTAINED IN OPERATION AND EASEMENT AGREEMENT FOR CENTERRA MARKETPLACE II DATED EFFECTIVE OCTOBER 14, 2004 AND RECORDED OCTOBER 14, 2004 AT RECEPTION NO. 20040101536, COUNTY OF LARIMER, STATE OF COLORADO.

PARCEL IV: LOT 8, BLOCK 1, MCWHINNEY TENTH SUBDIVISION, TO THE CITY OF LOVELAND, COUNTY OF LARIMER, STATE OF COLORADO.

PARCEL V: EASEMENTS AND OTHER RIGHTS CONTAINED IN THE OPERATION AND EASEMENT AGREEMENT BY AND BETWEEN DAYTON HUDSON COPRORATION AND MCWHINNEY HOLDING COMPANY, LLC, RECORDED MARCH 3, 1998 AT RECEPTION NO. 98015993, COUNTY OF LARIMER, STATE OF COLORADO.

PARCEL VI: LOTS 1, 2 AND 3 BLOCK 1, AND OUTLET A, ROCKY MOUNTAIN VILLAGE THIRTEENTH SUBDIVISION TO THE CITY OF LOVELAND, COUNTY OF LARIMER, STATE OF COLORADO.

16522 Washington Street, Broomfield, CO 80023:

LOTS 1, 2, 4 AND 5, LARKRIDGE SUBDIVISION FILING NO. 1, A SUBDIVISION LOCATED IN THE WEST ONE-HALF OF SECTIION 2 AND THE EAST ONE-HALF OF SECTION 3, TOWNSHIP 1 SOUTH, RANGE 68 WEST OF THE SIXTH PRINCIPAL MERIDIAN, CITY OF THORNTON, COUNTY OF ADAMS, STATE OF COLORADO, ACCORDING TO THE OFFICIAL MAP THEREOF RECORDED OCTOBER 27, 2004 IN THE OFFICE OF THE CLERK AND RECORDER OF ADAMS COUNTY, COLORADO UNDER INSTRUMENT NO. 20041027001078770.

9130 Wadsworth Parkway, Westminster, CO 80021:

LOT 4, WESTGLENN SUBDIVISION FILING NO. 7, JEFFERSON COUNTY, COLORADO.

3230 Youngfield Service Road, Wheat Ridge, CO 80033:

Lot 2, Block 1, 70 WEST BUSINESS CENTER SUBDIVISION FILING NO. 3, a re-subdivision of Lot 4, Lot 6, and a part of Lots 1 and 7, 70 West Business Center and Lot 1 and Lot 2, 70 West Business Center Subdivision Filing No. 2 situated in the NW ¼ of Section 29, T. 3 S., R. 69 W., of the 6^th P.M., City of Wheat Ridge, County of Jefferson, State of Colorado.

A-1

3128379.4

15705 East Briarwood Circle, Aurora, Colorado 80016:

LOT 7, BLOCK 1, CORNERSTAR SUBDIVISION FILING NO. 2, COUNTY OF ARAPAHOE, STATE OF COLORADO.

4301 City Centre Road, Firestone, Colorado 80504:

LOT 3, FIRESTONE CITY CENTRE SUBDIVISION FILING NO. 2, AS PER THE PLAT THEREOF RECORDED MAY 2, 2008 AT RECEPTION NO. 3551426, COUNTY OF WELD, STATE OF COLORADO.

A-2

3128379.4

EXHIBIT B

SECURITY INTERESTS

501 South College Avenue, Ft. Collins, Colorado 80524

PARCEL 1: A PART OF BLOCK 115, HARRISON'S ADDITION TO THE CITY OF FORT COLLINS, DESCRIBED AS FOLLOWS:

BEGINNING AT THE NORTHEAST CORNER OF LOT 8 IN SAID BLOCK 115; THENCE SOUTH, ALONG THE EAST LINE OF SAID BLOCK, 74.98 FEET TO THE NORTHEAST CORNER OF A TRACT DESCRIBED IN BOOK 1253 AT PAGE 315, THENCE WEST, ALONG THE NORTH LINE OF SAID TRACT DESCRIBED IN BOOK 1253, AT PAGE 315, A DISTANCE OF 85 FEET; THENCE SOUTH PARALLEL WITH THE EAST LINE OF SAID BLOCK 115, A DISTANCE OF 25.01 FEET TO A POINT ON THE SOUTHERLY LINE OF LOT 7 IN SAID BLOCK; THENCE WEST, ALONG SAID SOUTHERLY LINE, 40 FEET; THENCE NORTH, PARALLET LINE OF SAID BLOCK, 100 FEET TO A POINT ON THE NORTH LINE OF SAID LOT 8; THENCE EAST, ALONG SAID NORTH LINE, 125 FET TO THE POINT OF BEGINNING, COUNTY OF LARIMER, STATE OF COLORADO.

PARCEL 2: THE WEST 65 FEET OF LOTS 7 AND 8, IN BLOCK 115, HARRISON'S ADDITION TO THE CITY OF FORT COLLINS, COUNTY OF LARIMER, STATE OF COLORADO TOGETHER WITH THE EAST ½ OF VACATED ALLEY.

2050 26^th Street, Boulder, Colorado 80301

ALL OF LOTS 4, 5, 6, 7 AND 8, BLOCK 12 AND LOTS 1, 2, 3, 4 AND 5, BLOCK 13, ALL IN PINE STREET ADDITION TO BOULDER, A SUBDIVISION IN THE COUNTY OF BOULDER, STATE OF COLORADO, ACCORDING TO THE RECORDED PLAT THEREOF; A PORTION OF VACATED 27^TH STREET; AND, A 50.00 FOOT WIDE STRIP OF LAND LOCATED IN THE SW 1/4OF TH NW ¼ OF SECTION 29, T. 1 N., R. 70 W. OF THE 6^TH P.M., CITY OF BOULDER, COUNTY OF BOIULDER, STATE OF COLORADO, ALL MORE PARTICULRLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE INTERSECTION OF THE WEST LINE OF THE SW 1/4 OF SAID SECTION 29 WITH THE CENTERLINE OF PEARL STREET IN THE CITY OF BOULDER, FROM WHICH THE INTERSECTION OF THE CENERLINE OF SAID PEARL STREET WITH THE CENTERLINE OF 26^TH STREET, IN THE CITY OF BOULDER BEARS N 75DEGREES00'34 E, THENCE N 00 DEGREES 16'39 W, 41.36 FEET ALONG THE WEST LINE OF THE SW ¼ OF SAID SECTION 29 TO THE NORTHERLY RIGHT-OF-WAY LINE OF SAID PEARL STREET; THENCE N 75DEGREES00'34 E, 810.04 FEET ALONG THE NORTHERLY RIGHT-OF-WAY LINE OF SAID PEARL STREET TO THE SOUTHWEST CORNER OF LOT 4 IN SAID BLOCK 12 AND THE TRUE POINT OF BEGINNING; THENCE CONTINUING N 75DEGREES 00'34 E, 531.89 FEET ALONG THE NORTHERLY LINE OF SAID PEARL STREET TO THE SOUTHEAST CORNER OF LOT 5 IN SAID BLOCK 13; THENCE N 00 DEGREES 18' 06W, 63.20 FEET ALONG THE EAST LINE OF LOT 5, IN SAID BLOCK 13 TO THE NORTHEAST CORNER THEREOF; THENCE S 75DEGREES 03'09 W, 38.00 FEET ALONG THE NORTHERLY LINE OF SAID BLOCK 13; THENCE N 13DEGREES 18' 38 E, 56.76 FEET TO A POINT ON A LINE 50.00 NORTHERLY, AS MEASURED AT RIGHT ANGLES FROM AND PARALLEL WITH THE NORTHERLY LINE OF SAID BLOCK 13; THENCE S 75DEGREES 03' 09 W, 536.89 FEET PARALLEL WITH THE NORTHERLY LINES OF SAID BLOCKS 13 AND 12; THENCE S 15 DEGREES 01; 06 E, 111.55 FEET ALONG THE WESTERLY LINE EXTENDED NORTHERLY AND ALONG THE WESTERLY LINE OF LOT 4 IN SAID BLOCK 12 TO THE TRUE POINT OF BEGINNING, SUBJECT TO ALL EASEMENTS, RESRVATIIONS, RESTRICTIONS, COVENANTS AND AGREEMENTS OF RECORD; AND, SUBJECT TO ALL EASEMENTS, OR CLAIMS OF EASEMENTS, NOT SHOWN ON THE GROUND; AND SUBJECT TO DISCREPANCIES, CONFLICTS OF BOUNDARY LINES, ENCROACHMENTS, AND ANY FACTS WHICH A CORRECT SURVEY AND INSPECTION OF THE PREMISES WOULD DISCLOSE AND WHICH ARE NOT SHOWN BY THE PUBLIC RECORDS.

B-1

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1535 Rocky Mountain Avenue, Loveland, Colorado 80538:

LOT 1, BLOCK 1, AMENDED PLAT OF TRACT A AND LOT 2, ROCKY MOUNTAIN VILLAGE 8^TH SUBDIVISION, TO THE CITY OF LOVELAND, COUNTY OF LARIMER, STATE OF COLORADO.

AND

PARCEL 1:

LOT 1, BLOCK 1 ROCKY MOUNTAIN VILLAGE TWELTH SUBDIVISION, TO THE CITY OF LOVELAND, COUNTY OF LARIMER, STATE OF COLORADO.

PARCEL II:

OUTLOT A, C AND E, ROCKY MOUNTAIN VILLAGE TWELTH SUBDIVISION TO THE CITY OF LOVELAND, COUNTY OF LARIMER, STATE OF COLORADO.

PARCEL III:

PARCEL IV: LOT 8, BLOCK 1, MCWHINNEY TENTH SUBDIVISION, TO THE CITY OF LOVELAND, COUNTY OF LARIMER, STATE OF COLORADO.

PARCEL VI: LOTS 1, 2 AND 3 BLOCK 1, AND OUTLET A, ROCKY MOUNTAIN VILLAGE THIRTEENTH SUBDIVISION TO THE CITY OF LOVELAND, COUNTY OF LARIMER, STATE OF COLORADO.

16522 Washington Street, Broomfield, CO 80023:

9130 Wadsworth Parkway, Westminster, CO 80021:

LOT 4, WESTGLENN SUBDIVISION FILING NO. 7, JEFFERSON COUNTY, COLORADO.

3230 Youngfield Service Road, Wheat Ridge, CO 80033:

Lot 2, Block 1, 70 WEST BUSINESS CENTER SUBDIVISION FILING NO. 3, a re-subdivision of Lot 4, Lot 6, and a part of Lots 1 and 7, 70 West Business Center and Lot 1 and Lot 2, 70 West Business Center Subdivision Filing No. 2 situated in the NW 1/4 of Section 29, T. 3 S., R. 69 W., of the 6^th P.M., City of Wheat Ridge, County of Jefferson, State of Colorado. B-2

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