Exhibit 4.3
$126,530,000
VICORP RESTAURANTS, INC.
10-1/2% Senior Notes due 2011
Amendment No. 1
to
Purchase Agreement
April 14, 2004
▇.▇. ▇▇▇▇▇▇ Securities Inc.
As Representative for the
Initial Purchasers
c/o ▇.▇. ▇▇▇▇▇▇ Securities Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Ladies and Gentlemen:
Reference is made to the Purchase Agreement (the "Purchase Agreement")
dated April 6, 2004, among VICORP Restaurants, Inc., a Colorado corporation (the
"Issuer"), VI Acquisition Corp., a Delaware corporation, Village Inn Pancake
House of Albuquerque, Inc., a New Mexico corporation, and ▇.▇. ▇▇▇▇▇▇ Securities
Inc., as Representative of the several Initial Purchasers listed on Schedule 1
thereto concerning the purchase of the Securities (as defined in the Purchase
Agreement) from the Issuer by the Initial Purchasers. Capitalized terms used
herein but not defined herein shall have the meanings assigned to such terms in
the Purchase Agreement.
1. Amendment to Section 1. The first paragraph of
Section 1 of the Purchase Agreement is hereby amended and restated in its
entirety to read as follows:
"1. Purchase and Resale of the Securities. a) The Company
agrees to issue and sell the Securities to the several Initial
Purchasers as provided in this Agreement, and each Initial Purchaser,
on the basis of the representations, warranties and agreements set
forth herein and subject to the conditions set forth herein, agrees,
severally and not jointly, to purchase from the Company the respective
principal amount of Securities set forth opposite such Initial
Purchaser's name in Schedule 1 hereto at a price equal to 96.5237% of
the principal amount thereof plus accrued interest, if any, from April
14, 2004 to the Closing Date. The Company will not be obligated to
deliver any of the Securities except upon payment for all the
Securities to be purchased as provided herein."
2. GOVERNING LAW. THIS LETTER AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
3. Counterparts. This letter agreement may be executed
in one or more counterparts (which may include counterparts delivered by
telecopier) and, if executed in more than one counterpart, the executed
counterparts shall each be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument.
4. Amendments. No amendment or waiver of any provision
of this letter agreement, nor any consent or approval to any departure
therefrom, shall in any event be effective unless the same shall be in writing
and signed by the parties hereto.
5. Headings. The headings herein are inserted for the
convenience of reference only and are not intended to be part of, or to affect
the meaning or interpretation of, this letter agreement.
6. Purchase Agreement. The Purchase Agreement, as
amended hereby, remains in full force and effect.
If the foregoing is in accordance with your understanding, please
indicate your acceptance of this Agreement by signing in the space provided
below.
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Very truly yours,
VICORP RESTAURANTS, INC.
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Chief Financial Officer
VI ACQUISITION CORP.
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President and Assistant Secretary
VILLAGE INN PANCAKE HOUSE OF
ALBUQUERQUE, INC.
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Assistant Secretary
Accepted: April 14, 2004
▇.▇. ▇▇▇▇▇▇ SECURITIES INC.
For itself and on behalf of the
several Initial Purchasers
By /s/ ▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
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