EXHIBIT 10
Amendment No. 2
Dated as of August 1, 1995
to
Second Amendment and Restated Credit Agreement
Dated as of June 18, 1993
This AMENDMENT No. 2 ("Amendment") dated as of August 1, 1995 is
entered into by and among VICORP Restaurants, Inc., a Colorado corporation (the
"Borrower"), Citibank, N.A. and NationsBank of Texas, N.A., as lenders (the
"Lenders"), and Citibank, N.A., as agent for the Lenders (in such capacity,
the "Agent").
RECITALS
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A. The Borrower, the Lenders and the Agent are parties to that certain Second
Amended and Restated Credit Agreement dated as of June 18, 1993 (as amended, the
"Loan Agreement"). Terms defined in the Loan Agreement and not otherwise
defined herein are used herein as defined in the Loan Agreement.
B. The Borrower has requested that the Lenders and the Agent amend, and the
Lenders and the Agent have agreed to amend, certain provisions of the Loan
Agreement as set forth below.
NOW, THEREFORE, the Borrower, the Lenders and the Agent agree as follows:
SECTION 1. Amendment. Subject to the conditions set forth in Section 2 herein,
the Borrower, the Lenders and the Agent hereby amend the Loan Agreement as
follows:
(a) The definition of "Adjusted Consolidated EBILTDA" in Section 1.01 is
amended by deleting "$15,000,000" in clause (vi)(A) and substituting
"$12,000,000" therefor;
(b) The definition of "Aggregate Commitment" in Section 1.01 is amended by
deleting "$75,000,000" in clause (i) and substituting "$55,000,000" therefor;
and
(c) Section 7.03(e) of the Loan Agreement is amended to provide that the
Borrower is required to maintain a fixed charge coverage ratio (as set forth in
such Section 7.03(e)) greater than or equal to 1.30 to 1 for the fiscal quarter
ending on August 6, 1995, and to maintain a fixed charge coverage ratio greater
than or equal to 1.75 to 1 as of the last day of each fiscal quarter thereafter.
SECTION 2. Conditions Precedent to Amendment. This Amendment shall be deemed
to be effective as of August 1, 1995 upon the satisfaction of each of the
following conditions precedent: (a) the receipt by the Agent of four (4)
original copies of this Amendment duly executed and delivered by a duly
authorized officer of the Borrower and of each Lender, and (b) the absence
of any Default or Event of Default under the Loan Agreement.
SECTION 3. Representations and Warranties of the Borrower. (a) Upon the
effectiveness of this Amendment, the Borrower hereby reaffirms all covenants,
representations and warranties made in the Loan Agreement and agrees that all
such covenants, representations and warranties shall be deemed to have been
re-made as of the effective date of this Amendment.
(b) The Borrower hereby represents and warrants that this Amendment
constitutes the legal, valid and binding obligation of the Borrower enforceable
against the Borrower in accordance with its terms, except as enforceability
may be limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the enforcement of creditors' rights generally, and
general principles of equity which may limit the availability of equitable
remedies.
SECTION 4. Reference to and Effect on the Loan Agreement. (a) The
execution, delivery and effectiveness of this Amendment shall not operate as a
waiver of any right, power or remedy of the Lenders and the Agent under the
Loan Agreement or any other document, instrument or agreement executed in
connection therewith, nor constitute a waiver of any provision contained
therein, except as specifically set forth herein.
(b) Upon the effectiveness of this Amendment, each reference in the Loan
Agreement to "this Agreement," "hereunder," "hereof," "herein," or words
of like import shall mean and be a reference to the Loan Agreement as amended
hereby, and each reference to the Loan Agreement in any other document,
instrument or agreement executed and/or delivered in connection with the Loan
Agreement shall mean and be a reference to the Loan Agreement as amended hereby.
(c) Except as specifically amended hereby, the Loan Agreement and any
other document, instrument or agreement executed in connection therewith shall
remain in full force and effect and are hereby ratified and confirmed.
SECTION 5. Governing Law. This Amendment shall be governed by and construed
in accordance with the other remaining terms of the Loan Agreement and the
internal laws (as opposed to conflict of law provisions) of the State of New
York.
SECTION 6. Section Titles. The section titles contained in this Amendment
are and shall be without substance, meaning or content of any kind whatsoever
and are not a part of the agreement between the parties hereto.
SECTION 7. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized, as of the
date first above written.
VICORP RESTAURANTS, INC.
By:/s/ Xxxxxxx X. Xxxxxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxxxxx
Title: Chairman of the Board
By:/s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Executive Vice President-
Finance
CITIBANK, N.A.
By:/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
Vice President
NATIONSBANK OF TEXAS, N.A.
By:/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
Vice President
CITIBANK, N.A., as Agent
By: /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
Vice President
