Exhibit II
SIDE LETTER AGREEMENT
March 12, 1997
GE Private Placement Partners II,
a Limited Partnership
c/o GE Investment Management Inc.
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This letter is being delivered to you in connection with Amendment No. 2 (the
"Amendment") to that certain Note, Stock Purchase and Warrant Agreement between
Elephant & Castle Group Inc. (the "Company") and GE Private Placement Partners
II, a Limited Partnership ("GEIPPPII") dated as of November 30, 1995 (as
amended, the "Agreement").
The undersigned, as President and Chief Executive Officer of the Company, hereby
acknowledges that he has had discussions with representatives of GEIPPPII to the
effect that (i) GEIPPPII has concerns with certain business and financial
matters relating to the Company and with the Company's compliance with certain
provisions of the Agreement and (ii) upon the continuance of any event referred
to in Paragraph 6 (other than clauses (ix) and (x) of the Agreement on or after
September 30, 1997, GEIPPPII may, in addition to or in lieu of the exercise of
any other rights and remedies available to it, seek, in its capacity as a
creditor and shareholder, certain management changes in the Company to solidify
the future success of the Company's business operations.
This letter is being delivered to you as an inducement to GEIPPPII to enter into
the Amendment.
Very truly yours,
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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President & CEO
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