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EXHIBIT 10.21
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SECURITY AGREEMENT
January 16, 1998
Ciao Cucina Corporation, an Ohio corporation (the "Debtor"), in
consideration of loans or other financial accommodations at any time made to the
Debtor by Blue Chip Capital Fund Limited Partnership, a Delaware limited
partnership (the "Lender"), hereby grants to the Lender security interests in
all of the Debtor's assets and rights described in PARAGRAPH 2 below or
elsewhere in this Security Agreement (as amended, restated, supplemented, and/or
renewed from time to time, this "Agreement"), and all proceeds and products
thereof, to secure the payment of all indebtedness and liabilities of the Debtor
to the Lender, whether direct or indirect, absolute or contingent, due or to
become due, now existing or hereafter arising, including any extensions or
renewals thereof, and whether incurred alone or with others, as maker, endorser,
guarantor or surety, plus interest thereon and all costs of collection,
reasonable legal expenses and attorneys' fees paid or incurred by the Lender in
administering, collecting, and/or enforcing any of such indebtedness or
liabilities or realizing on the security given hereby or otherwise (all such
indebtedness, liabilities, interest, costs, fees, and expenses being hereinafter
collectively called the "Obligations"). The parties further agree as follows:
1. The Debtor's Places of Business. The Debtor warrants that the Debtor's only
places of business and mailing addresses are those listed on SCHEDULE 1,
attached hereto and incorporated herein. The Debtor will notify the Lender
promptly in writing of any change in the location of any place of business or
mailing address or the establishment of any new place of business or mailing
address.
2. Secured Property Listing and Definition. "Collateral" collectively
shall mean all personal property of the Debtor, tangible or intangible,
including without limitation, all of the Debtor's "Inventory", "Accounts
Receivable", "Equipment", "Fixtures and Furniture", and "General Intangibles"
(all as defined below), all of which Collateral, together with other items made
subject to the Lender's security interests by this Agreement, shall be included
in the Lender's security interest:
"Inventory," which means goods, merchandise and other personal
property, now owned or hereafter acquired by the Debtor, which are held for sale
or lease or are furnished or to be furnished under a contract of service or are
raw materials, work in process, or materials used or consumed or to be used or
consumed in the Debtor's business, and whether in the Debtor's possession or in
the custody or possession of a third party for the account of the Debtor or the
Lender, and all accessions, proceeds and products thereof.
"Accounts Receivable," which means all of the Debtor's accounts, open
accounts receivable, book debts, contract rights, notes, drafts, acceptances,
instruments, chattel paper, and other forms of obligations or receivables now
existing or hereafter acquired by the Debtor, and all proceeds thereof, plus any
and all goods returned or rejected by, or repossessed from the Debtor's
customers.
"Equipment," which means all of the Debtor's machinery, parts, tools,
accessories, attachments, additions, and other goods and accessions now owned
and hereafter acquired and used in the Debtor's business, and including all
replacements, accessions and proceeds thereof.
"Fixtures and Furniture," which means all fixtures and furniture of
any kind and type now owned and hereafter acquired by the Debtor located at all
places of business or elsewhere and including all replacements, accessions and
all proceeds thereof.
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EXHIBIT 10.21
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"General Intangibles" which means all contract rights, including all
rights under any existing and future leases (to the extent permitted by terms
thereof), documents and instruments, choses in action, causes of action and all
other intangible personal property of the Debtor of every kind and nature (other
than Accounts Receivable), now owned and hereafter acquired, including, without
limitation, corporate or other business records, inventions, designs, patents,
patent applications, service marks, service ▇▇▇▇ applications, service names,
trademarks, trademark applications, tradenames, trade secrets, goodwill,
registrations, copyrights, all intellectual property used by the Debtor in the
operation of computers and associated hardware and other equipment, licenses
(including, to the extent permitted by law, liquor licenses), franchises,
customer lists, tax refunds, tax refund claims, pension plan refunds and
reversions, rights and claims against carriers and shippers, rights to
indemnification and other contractual rights of the Debtor.
3. Evidence of Collateral. The Debtor agrees to deliver to the Lender
such evidence of the Debtor's interests in the Collateral and of its
availability for use as collateral as the Lender may from time to time request.
The parties agree that the security interest granted pursuant hereto is
expressly subject to the prior lien in favor of the lessors under certain of
the leases listed on Schedule 2. The Debtor further agrees to use its best
efforts to obtain any and all third party consents necessary for the Debtor to
grant the security interests in the Collateral as contemplated by this
Agreement (including without limitation, consents required under the leases
listed on Schedule 2, attached hereto and incorporated herein) and to provide
evidence of each such third party's consent upon receipt. At the request of the
Lender, the Debtor shall stamp its books and the ledger cards of all Accounts
Receivable, or other evidence thereof, to show the assignment and pledge to the
Lender.
4. Inventory; Processing and Sales. If the Debtor is not in default of
any of the provisions of this Agreement, the Debtor shall have the right to
process and sell Inventory in the regular course of business, but the Lender's
security interest hereunder shall attach to all proceeds of all sales or other
dispositions of such Inventory. Upon the occurrence of any Event of Default (as
defined below), (i) the Debtor will immediately deliver to the Lender the
proceeds of any such sale of Inventory either in the identical form received or,
at the Lender's option, pay to the Lender an amount equal to such proceeds; (ii)
any payment, guarantee, security, property or right received by the Debtor in
connection with the Inventory shall be received as the agent of and on behalf of
the Lender, will be kept separate and apart from all other property of the
Debtor, will be capable of identification, and will be delivered and paid
immediately to Lender as additional Collateral hereunder; and (iii) Inventory
shall not be sold, taken or removed from the Debtor's places of business, or
shifted between places of business, except with the prior written consent of the
Lender.
5. Accounts Receivable; Processing and Collection. Upon the occurrence
of any Event of Default, (i) immediately upon receipt of all checks, drafts,
cash and other remittances in payment of or on account of the Debtor's Accounts
Receivable, the Debtor will deposit the same in a special account maintained at
a commercial bank acceptable to the Lender over which only the Lender shall have
power of withdrawal; (ii) the funds in said account shall be held by the Lender
as Collateral for the Obligations and the Lender may apply said funds as payment
on such of the Obligations as it may determine or release said funds to the
Debtor's account for the Debtor's use; (iii) said proceeds shall be deposited in
precisely the form received, except for endorsement of the applicable Debtor
where necessary to permit collection of items, which endorsement the Debtor
agrees to make, and which the Lender is authorized to make on the Debtor's
behalf as its attorney-in-fact; (iv) pending such deposit, the Debtor agrees not
to commingle any such checks, drafts, cash, or other remittances with any of the
Debtor's funds or property, but the Debtor will hold them separately in trust
for the Lender until deposit thereof with a commercial bank acceptable to the
Lender; (v) the Lender shall have the right to notify the account debtors
obligated on any or all of the Debtor's Accounts Receivable to make payment
directly to the Lender and the Lender shall have the right in its own name or in
the name of
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EXHIBIT 10.21
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the Debtor to demand, collect, receive, receipt for, ▇▇▇ for, compound and give
acquittance for any and all amounts due or to become due on the Accounts
Receivable and to endorse any name of the Debtor as its attorney-in-fact on all
commercial paper given in payment or part payment or in evidence thereof or
related thereto, and in its discretion to file any claim or to take any other
action or proceeding which the Lender may deem necessary or appropriate to
protect and preserve and realize upon the security interest of the Lender in the
Accounts Receivable and the proceeds thereof, which right the Lender may
exercise at any time whether or not the Debtor is then in default or was making
collections thereon; (vi) until such time as the Lender elects to exercise such
right by notifying the Debtor, the Debtor is authorized, as agent of the Lender,
to collect and enforce said Accounts Receivable; and (vii) all costs of such
collection and enforcement, including attorneys' fees and out-of-pocket
expenses, shall be borne solely by the Debtor, whether incurred by the Lender or
the Debtor.
6. Insurance. With respect to the Collateral, the Debtor shall use its
best efforts to maintain at all times insurance against risks of fire with
extended coverage, sprinkler leakage and all other risks customarily insured
against by companies engaged in similar businesses to those of the Debtor, in
amounts, containing such terms, in such form, for such periods, and written by
such companies as may be satisfactory to the Lender. At the Lender's request,
all such policies shall contain lenders loss payable clauses or endorsements to
the Lender as its interest may appear and shall provide for written notice to
the Lender prior to any cancellation. In the event of any failure by the Debtor
to provide or maintain insurance as herein provided, the Lender may, at its
option, provide such insurance and add the costs thereof to the Obligations. The
Debtor shall furnish to the Lender upon its request certificates or other
evidence satisfactory to the Lender of compliance with the foregoing provisions.
Proceeds from any loss under such insurance policies shall be paid first to the
Lender and applied on such of the Obligations as the Lender shall determine. If
any such proceeds shall be paid by check, draft or other instrument payable to
the Debtor and the Lender jointly, the Lender is authorized and empowered by the
Debtor to endorse the Debtor's name as the Debtor's attorney-in-fact and to take
such other action as it deems advisable to reduce the same to cash.
7. Warranties and Further Covenants. a) The Debtor represents and
warrants that: (1) each Account Receivable and all papers and documents relating
thereto are genuine and in all respects what they purport to be; (2) each
Account Receivable is valid and arises out of a bona fide sale of goods sold and
delivered by the Debtor to, or in the process of being delivered to, or out of
and for, services actually rendered by the Debtor to the account debtor named in
the Account Receivable; (3) the amount of the Account Receivable represented as
owing is the correct amount actually and unconditionally owing, except for
normal cash discounts, and is not disputed and, except for such normal cash
discounts, is not subject to any set-offs, credits, deductions, or
counter-charges; (4) no surety bond was required or given in connection with
said Account Receivable or the contract or purchase order out of which the same
arose; and (5) the Debtor is the owner of all of the Collateral free and clear
of all claims, liens, encumbrances, rights of set-off, and security interests of
any nature whatsoever (except this security interest) and there are no financing
statements covering the same on file at any public office.
b) The Debtor hereby represents and warrants the existence of
all necessary power to enter into and execute this Agreement, and that this
Agreement is not in violation of its Articles of Incorporation, Code of
Regulations or other organizational documents, as applicable, or of any federal,
state, or local laws or judicial rulings, or of any contractual obligation with
any third party, and that this Agreement is enforceable against the Debtor in
accordance with its terms.
c) The Debtor shall execute and deliver to the Lender such
lists, descriptions, and designations of the Collateral as the Lender may
require from time to time. The Debtor shall at all reasonable
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EXHIBIT 10.21
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times and from time to time allow the Lender, by or through any of its officers,
agents, attorneys, or accountants, to examine, inspect, or make extracts from
the Debtor's books and records and to examine and verify the Collateral wherever
kept. So long as any of the Obligations remains outstanding, the Lender, without
cost to it, shall have a right of ingress to and egress from any of the Debtor's
places of business (or other places at which the Collateral may be located) and
may use any lifts, hoists, trucks and other of the Debtor's facilities to
examine, handle or remove the Collateral. The Debtor further agree to provide to
the Lender, upon demand, statements and information with respect to the Debtor's
businesses, including, but not limited to, profit and loss reports, balance
sheets, and other financial statements. All such financial data and listings of
the Collateral shall be compiled in accordance with generally accepted
accounting principles consistently applied.
d) The Debtor shall keep the Collateral in good order and
repair. The Debtor shall not sell, offer to sell, or otherwise transfer the
Collateral, nor pledge, mortgage, or create, or suffer to exist, any claim,
lien, encumbrance, right of set-off, or security interest of any kind whatsoever
(other than those in favor of lessors as provided in Section 3 hereof) in or
against any of the Collateral or the proceeds or products thereof in favor of
any person other than the Lender without the prior written consent of the
Lender. The Debtor shall pay promptly when due all taxes, assessments, and
governmental charges upon or against the Debtor or the property of the Debtor.
At its option, the Lender may discharge taxes, liens, or other encumbrances at
any time levied or placed on the Collateral and pay for the maintenance and
repair of the same should the Debtor fail to do so. The Debtor agrees to
reimburse the Lender on demand for any payment so made and until such
reimbursement any amount so paid by the Lender shall be added to the principal
amount of the Obligations secured hereby.
e) The Debtor shall immediately notify the Lender in writing
of any information which the Debtor has or may receive with regard to the
Collateral which might in any manner affect the value thereof or the rights of
the Lender with respect thereto.
f) The Debtor agrees to execute and deliver financing
statements under the Uniform Commercial Code, and statements or amendments
thereof or supplements thereto, and such other instruments as the Lender may
from time to time require in order to evidence, perfect, secure, preserve,
protect, and enforce the security interests hereby granted. If any Collateral is
or will be attached to real estate, the Debtor will upon demand by the Lender
furnish the Lender with an appropriate disclaimer or waiver signed by all
persons having an interest in the real estate of any interest in such Collateral
which may be prior to the Lender's security interests hereunder. The Lender is
irrevocably appointed as attorney-in-fact for the Debtor in all matters
pertaining to all such perfection, preservation, protection, and enforcement.
g) The Debtor agrees to pay all costs of filing financing,
continuation, and termination statements with respect to the Collateral. The
Debtor also agree to pay all other expenses, including attorneys' fees, incurred
by the Lender in the protection or enforcement of its rights in the Collateral
and this Agreement.
8. Further Security. Any deposits or other sums at any time credited by
or due from the Lender to the Debtor which are in the possession of the Lender
may at all times be held and treated as Collateral for the payment of the
Obligations and the Lender may apply or set off such deposits or other sums
against the Obligations to the extent any of the Obligations are due and
payable. Further, the Debtor also gives to and creates in favor of the Lender an
additional security interest in any other property, and the proceeds and
products thereof, now or hereafter in the possession of or pledged to the Lender
belonging to the Debtor or in which the Debtor has any interest. The Debtor will
at any time at the Lender's request sign financing
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EXHIBIT 10.21
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statements, trust receipts, security agreements, or other documents evidencing
and perfecting such security interest.
9. Events of Default; Acceleration; Use and Operation of Secured
Property. Any one or more of the following shall constitute events of default
(an "Event of Default") under this Agreement: (a) default by the Debtor in the
payment or performance, when due or payable, of any of the Obligations, or
default by any endorser, guarantor, or surety for any of the Obligations, or the
occurrence of any default or event of default under or in connection with any of
the documents, agreements, or instruments (including, without limitation, any
loan agreement, promissory note, warrant or guaranty) evidencing or relating to
any of the Obligations; (b) failure of the Debtor to pay any tax or any premium
on any insurance policy pursuant to this Agreement after the same has been due
and unpaid for at least thirty (30) days; (c) the making by the Debtor of any
material misrepresentation to the Lender hereunder or otherwise for the purpose
of obtaining credit or an extension of credit; (d) failure of the Debtor after
request by the Lender to furnish financial information or to permit the
inspection of the Debtor's books or records within a reasonable time after such
request was made; (e) failure of the Debtor to perform or observe in all
material respects any of the provisions of this Agreement or of any other
instrument pertaining to the Obligations; (f) issuance of an injunction or
attachment against any property of the Debtor; or (g) appointment of a receiver
for any part of the property of the Debtor or the commencement by or against the
Debtor of any proceeding under any bankruptcy, arrangement, reorganization,
insolvency, or similar law for the relief of debtors, or by or against any
endorser, guarantor, or surety for any of the Obligations. Upon the occurrence
of any Event of Default, any or all of the Obligations shall, at the option of
the Lender and notwithstanding any time or credit allowed by any instrument
evidencing a liability, be immediately due and payable without notice or demand.
The Lender may exercise any one or more of the rights and remedies granted
pursuant to this Agreement and also exercise any or all of the rights and
remedies afforded to a secured party under the Uniform Commercial Code as
enacted in the State in which the principal office of the Lender is located,
including, without limitation, the right upon default to take possession of and
sell, lease, or otherwise dispose of any of the Collateral, and/or to operate,
use, or exercise any rights of ownership pertaining to the Collateral as the
Lender deems necessary or appropriate to preserve the value and receive the
benefits of such Collateral. For such purpose, the Lender may, so far as the
Debtor can give authority therefor, enter upon any premises on which the
Collateral or any part thereof may be situated and take possession of and remove
the Collateral therefrom. The Lender may require the Debtor to make the
Collateral available to the Lender at a place to be designated by the Lender
which is reasonably convenient to both parties. Upon repossession or recovery of
the Collateral by the Lender, it may, after reasonable notification to the
Debtor, sell the Collateral at public or private sale, at which sale the Lender
may become the purchaser. Pending any such action, the Lender may liquidate the
Accounts Receivable and continue to operate, use, and exercise rights of
ownership pertaining to the Collateral. Out of the proceeds arising from any
such liquidation and sale, the Lender may pay all costs and expenses incurred in
connection with retaking, removing, holding, restoring to saleable condition
(including finishing to manufacture), keeping, storing, operating, using,
advertising, and selling the Collateral, and then pay the amount due and owing
to the Lender on the Obligations. The balance, if any, remaining may then be
applied by the Lender to the satisfaction of known indebtedness secured by any
subordinate security interest in the Collateral, accounting to the Debtor
jointly for the surplus, if any, remaining in possession of the Lender after all
such security interests, liens, claims, and charges have been paid. The Debtor
shall be liable to the Lender for any deficiency that may result upon such
liquidation and sale of the Collateral and the Debtor waives all claims for
damages by reason of any seizure, repossession, retention, operation, use, or
sale of the Collateral. The requirement of reasonable notice, if necessary,
shall be met if such notice is mailed, postage prepaid, to the address of the
Debtor listed in PARAGRAPH 13(G) of this Agreement at least ten (10) days before
the time of the sale or other disposition. While exercising its rights as a
secured party hereunder, including operation, use, and receipt of benefits from
the Collateral, the Lender shall not be liable in any fashion to the Debtor or
any
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EXHIBIT 10.21
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third party (including, without limitation, the Debtor's employees, invitees,
customers, or suppliers) for any damages arising from such operation and use, or
any obligations, duties, or liabilities of the Debtor in connection therewith
(including, without limitation, the Debtor's contracts, agreements, guarantees,
commitments, or warranties).
10. Waivers; Continued Liability. The Lender shall not be deemed to
have waived any of its rights in this Agreement or to the Collateral unless such
waiver is in writing and signed by the Lender and such waiver shall not operate
as a waiver of any other default or of the same default on a subsequent
occasion. No renewal or extension of time of payment of the Obligations at any
rate of interest, no release, surrender, exchange, or modification of the
Collateral, no release of any person primarily or secondarily liable on the
Obligations (including any maker, endorser, guarantor, or surety), no delay in
enforcement of payment of any of the Obligations, and no delay, omission, or
forbearance in exercising any right or power with respect to any of the
Obligations, the Collateral, or this Agreement shall affect the liability of the
Debtor to the Lender. The Debtor waives presentment, protest, demand, notice of
dishonor or default, notice of acceptance of this Agreement, notice of any loans
made, renewals, or extension granted, notice of any Collateral released,
surrendered, exchanged, or modified, and to the extent permitted by law, notice
of any other action taken in reliance hereon and all demands and notices of any
kind in connection with the Collateral, the Obligations, or this Agreement.
11. Further Assurances. The Debtor agrees at its expense to do such
acts, and to make, execute, deliver, file and record all notices, instruments,
stock powers, financing or like statements as the Lender reasonably deems
necessary to vest in and assure to the Lender its security interests in any of
the Collateral or to give effect to the rights, powers and remedies of the
Lender hereunder.
12. Duration. The term of this Agreement shall commence with the date
hereof and end on the date when the Debtor has paid in full all of the
Obligations secured hereby and the Lender gives notice to the Debtor that no
further loans are to be made hereunder. Until such termination, this Agreement
shall be a continuing one.
13. General.
(A) This Agreement shall be subject to other provisions in any
notes, agreements, instruments, or other documents signed by the Debtor in any
capacity concerning the Obligations which are not inconsistent with the
provisions contained herein.
(B) This Agreement shall inure to the benefit of the Lender
and bind the Debtor, and their respective successors and assigns or legal
representatives and heirs, as the case may be.
(C) Each provision of this Agreement shall be interpreted in
such manner as to be valid under applicable law, but if any provision hereof
shall be invalid under applicable law, such provision shall be ineffective to
the extent of such invalidity, without invalidating the remainder of such
provision or the remaining provisions hereof.
(D) This Agreement has been delivered and accepted at and
shall be deemed to have been made at Cincinnati, Ohio. This Agreement shall be
interpreted and the rights and liabilities of the parties hereto determined in
accordance with the laws of the State of Ohio and all other laws of mandatory
application.
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EXHIBIT 10.21
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(E) AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE LENDER TO
ENTER INTO THIS AGREEMENT AND EXTEND CREDIT TO THE DEBTOR, THE DEBTOR AGREES
THAT ANY ACTION, SUIT OR PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS
AGREEMENT, ITS VALIDITY OR PERFORMANCE, AT THE SOLE OPTION OF THE LENDER, ITS
SUCCESSORS AND ASSIGNS, AND WITHOUT LIMITATION ON THE ABILITY OF THE LENDER, ITS
SUCCESSORS AND ASSIGNS, TO EXERCISE ALL RIGHTS AS TO THE COLLATERAL AND OTHER
SECURITY FOR THE OBLIGATIONS OR INITIATE AND PROSECUTE IN ANY APPLICABLE
JURISDICTION ACTIONS RELATED TO REPAYMENT OF THE OBLIGATIONS, SHALL BE INITIATED
AND PROSECUTED AS TO ALL PARTIES AND THEIR SUCCESSORS AND ASSIGNS AT CINCINNATI,
OHIO. EACH OF THE LENDER AND THE DEBTOR CONSENTS TO AND SUBMITS TO THE EXERCISE
OF JURISDICTION OVER ITS PERSON BY ANY COURT SITUATED AT CINCINNATI, OHIO HAVING
JURISDICTION OVER THE SUBJECT MATTER, WAIVES PERSONAL SERVICE OF ANY AND ALL
PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY
CERTIFIED MAIL DIRECTED TO THE DEBTOR AND THE LENDER AT THEIR RESPECTIVE
ADDRESSES SET FORTH IN SUBSECTION (G) BELOW OR AS OTHERWISE PROVIDED UNDER THE
LAWS OF THE STATE OF OHIO. THE DEBTOR WAIVES ANY OBJECTION BASED ON FORUM NON
CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER, AND
CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED
APPROPRIATE BY THE COURT.
(F) AS A SPECIFICALLY BARGAINED INDUCEMENT FOR THE LENDER TO
ENTER INTO THIS AGREEMENT AND EXTEND CREDIT TO THE DEBTOR, EACH OF THE LENDER
AND THE DEBTOR WAIVES TRIAL BY JURY WITH RESPECT TO ANY ACTION, CLAIM, SUIT OR
PROCEEDING IN RESPECT OF OR ARISING OUT OF THIS AGREEMENT AND/OR THE CONDUCT OF
THE RELATIONSHIP BETWEEN THE LENDER AND THE DEBTOR.
(G) Any notice required, permitted or contemplated hereunder
shall be in writing and addressed to the party to be notified at the address set
forth below or at such other address as each party may designate for itself from
time to time by notice hereunder, and shall be deemed validly given (i) three
days following deposit in the U.S. mails, with proper postage prepaid, or (ii)
the next business day after such notice was delivered to a regularly scheduled
overnight delivery carrier with delivery fees either prepaid or an arrangement,
satisfactory with such carrier, made for the payment thereof, or (iii) upon
receipt of notice given by telecopy, mailgram, telegram, telex or personal
delivery:
To Blue Chip: Blue Chip Capital Fund Limited Partnership
C/O Blue Chip Venture Company
2000 PNC Center
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Telecopy No.: ▇▇▇-▇▇▇-▇▇▇▇
To Debtor: Ciao Cucina Corporation
▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
Telecopy No.: 513-___-____
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EXHIBIT 10.21
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BLUE CHIP CAPITAL FUND CIAO CUCINA CORPORATION, as the Debtor
LIMITED PARTNERSHIP, as the Lender
By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
By: Blue Chip Venture Company Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
its general partner Its: Vice President-Finance
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Its: President
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EXHIBIT 10.21
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SCHEDULE 1
PLACES OF BUSINESS OF THE DEBTOR
1. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇
2. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
3. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
4. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
5. ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇
6. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
9
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EXHIBIT 10.21
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SCHEDULE 2
LEASES REQUIRING CONSENT
1. Lease for office space at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇,
dated April 29, 1996
2. Lease for restaurant space at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇,
dated July 28, 1995
3. Sublease for ▇▇▇▇▇▇'▇ Point, Cincinnati, Ohio, dated November 14,
1990
4. Lease for ▇▇▇▇▇▇ House, Memphis, Tennessee, dated October 24, 1994
5. Lease for Washington Square, Washington, D.C., dated March 22, 1993
6. Sublease for Cleveland, Ohio, dated September 15, 1997
10