Line of Credit Agreement (2000)Full Document 

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                            LINE OF CREDIT AGREEMENT

        This Line of Credit Agreement, dated as of March 22, 2000 (the
"Agreement"), is entered into by and between Sea View Restaurants, Inc., a
California corporation ("Borrower"), and Space Partners, a California general
partnership ("Lender").

        NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, the parties hereto covenant and agree
as follows:

                                   ARTICLE 1
                        DEFINITIONS AND ACCOUNTING TERMS

        1.1 Defined Terms. As used in this Agreement, the following terms shall
have the meanings set forth below:

               "Acquisition" means any transaction, or any series of related
        transactions, by which Borrower directly or indirectly (i) acquires any
        going business or all or substantially all of the assets of any firm,
        partnership, joint venture, corporation or division thereof, whether
        through purchase of assets, merger or otherwise, or (ii) acquires (in
        one transaction or as the most recent transaction in a series of
        transactions) control of at least a majority in ordinary voting power of
        the securities of a corporation which have ordinary voting power for the
        election of directors, or (iii) acquires control of a fifty percent
        (50%) or more ownership interest in any partnership or joint venture.

               "Affiliate" means, as to any Person, any other Person who
        directly or indirectly controls, or is under common control with, or is
        controlled by, such Person. As used in this definition, "control" (and
        the correlative terms "controlled by" and "under common control with")
        shall mean possession, directly or indirectly, of power to direct or
        cause the direction of management or policies (whether through ownership
        of securities or partnership or other ownership interests, by contract
        or otherwise).

               "Authorization" means any authorization, consent, approval,
        order, license, permit, exemption or other action by or from, or any
        filing, registration or qualification with, any Governmental Agency or
        other Person.

               "Capital Expenditure" means any expenditure that is considered a
        capital expenditure under Generally Accepted Accounting Principles,
        consistently applied, including any amount that is required to be
        treated as an asset subject to a Capital Lease.

               "Capital Lease" means, as to any Person, a lease of any property
        by that Person as lessee that is, or should be, in accordance with the
        rules promulgated by the Financial


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        Accounting Standards Board, recorded as a "capital lease" on the
        balance sheet of that Person.

               "CBR" means California Beach Restaurants, Inc., a California
        corporation, its successors and permitted assigns.

               "Contingent Obligation" means, as to any Person, any (a) direct
        or indirect guarantee of Indebtedness of, or other obligation
        performable by, any other Person, including any endorsement (other than
        for collection or deposit in the ordinary course of business), co-making
        or sale with recourse of the obligations of any other Person or (b)
        contractual assurance (not arising solely by operation of law) given to
        an obligee with respect to the performance of an obligation by, or the
        financial condition of, any other Person, whether direct, indirect or
        contingent.

               "Debtor Relief Laws" means the Bankruptcy Code of the United
        States of America, as amended from time to time, and all other
        applicable liquidation, conservatorship, bankruptcy, moratorium,
        rearrangement, receivership, insolvency, reorganization, or similar
        debtor relief laws from time to time in effect affecting the rights of
        creditors generally.

               "Disposition" means the sale, transfer, lease, loan, abandonment
        or other disposition in any single transaction or series of related
        transactions of (a) all or substantially all of the assets of a division
        or comparable business segment of Borrower, or (b) any other individual
        asset, or group of related assets, of Borrower that has or have at the
        date of the Disposition a book value or fair market value (which shall
        be deemed to be equal to the sales price for such asset or assets upon a
        sale to a Person) of Seventy-five Thousand Dollars ($75,000) or more,
        other than (i) the sale or other disposition of inventory in the
        ordinary course of business and (ii) the sale or other disposition of
        equipment or other personal property that is (x) not required in the
        business of Borrower as presently conducted or reasonably foreseen to be
        useful in the future, or (y) replaced by equipment or personal property,
        as the case may be, performing substantially the same function, not
        later than ninety (90) days after such sale or disposition.

               "Distribution" means, with respect to any shares of capital stock
        or any warrant or right to acquire shares of capital stock or any other
        equity security issued by a Person, (a) the retirement, redemption,
        purchase, or other acquisition for value by such Person of any such
        security, and (b) the declaration or (without duplication) payment by
        such Person of any dividend in cash or in property (other than in common
        stock of such Person) on or with respect to any such security.

               "Governmental Agency" means (a) any international, foreign,
        federal, state, county or municipal government, or political subdivision
        thereof, (b) any governmental or quasi-governmental agency, authority,
        board, bureau, commission, department, instrumentality or public body,
        (c) any court, administrative tribunal or public utility, or (d) any
        arbitration tribunal or other non-governmental authority to whose
        jurisdiction a Person has consented.


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               "Indebtedness" means, as to any Person, (a) all indebtedness of
        such Person for borrowed money, (b) that portion of the obligations of
        such Person under Capital Leases which is properly recorded as a
        liability on a balance sheet of that Person prepared in accordance with

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