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EXHIBIT (c)(6)
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February 3, 1997
Board of Directors
Cooker Restaurant Corporation
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Re: Amended and Restated Guaranty dated as of January 31, 1997 to The
Chase Manhattan Bank
Dear Sirs:
You have at my request executed the above-referenced guaranty (the
"Guaranty") in order to secure the debt that I, jointly and severally with my
wife, owe to The Chase Manhattan Bank pursuant to the Amended and Restated Grid
Time Promissory Note (Eurodollar/Prime Rate) which is in the initial amount of
approximately $5.7 million and which with capitalized interest may become as
much as $6.25 million (the "Guaranteed Loan").
In return for the issuance of the Guaranty, I hereby agree as follows:
1. I will make a principal payment of at least $438,000 on the
Guaranteed Loan before the Proxy Statement for Cooker's 1997 Annual
Meeting of Shareholders is issued (currently scheduled to be March
14, 1997). I understand that I may sell up to 60,000 Common Shares
currently pledged to secure the Guaranteed Loan in order to make this
payment.
2. I will pay a guaranty fee of 1/4% of the principal amount of the
Guaranteed Loan, to Cooker upon the issuance of the Guaranty.
3. I will use my best efforts to obtain the release of the Guaranty, as
soon as possible, by executing the instruments referred to in the
letter from The Chase Manhattan Bank to you dated January 29, 1997 as
a "monetized equity collar," or if other lending facilities become
available, such as a margin loan or otherwise that would not require
a guaranty, by refinancing the loan through such a facility.
4. At the option of the Board of Directors of Cooker, I will apply, or
cause to be applied, my share of the net proceeds of the sale of my
residence at ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, after payment of
the $3,000,000 mortgage on the premises, to reduce the principal and
interest outstanding under the Guaranteed Loan.
5. I will indemnify Cooker against, and hold it harmless from, any
losses, liabilities or obligations arising out of or related to, the
Guaranty, including, but not limited to, any payment of the principal
of or any interest on the Guaranteed Loan or any fees related
thereto.
The purpose of this letter agreement is to provide additional comfort to
the Board of Directors of Cooker Restaurant Corporation in connection with their
approval of the execution, delivery and performance of the Guaranty. My delivery
of this letter to Cooker shall not in any way diminish its rights as a
guarantor; including any rights of subrogation, reimbursement or exoneration.
Sincerely,
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