Exhibit 10.34
================================================================================
FIRST AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT AND TERM LOAN AGREEMENT
Dated as of June 14, 2000
By and Among
UNO RESTAURANTS, INC.
and
SAXET CORPORATION,
as Borrowers
UNO FOODS INC.
PIZZERIA UNO CORPORATION
URC HOLDING COMPANY, INC.
and
UNO RESTAURANT CORPORATION,
as Loan Parties
and
FLEET NATIONAL BANK, as Administrative Agent and Arranger
and
SUNTRUST BANK, as Co-Agent and Syndication Agent
and
FLEET NATIONAL BANK
and
SUNTRUST BANK,
as Banks
================================================================================
FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT
AND TERM LOAN AGREEMENT
This FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM
LOAN AGREEMENT ("First Amendment") is entered into as of June 14, 2000 by and
among UNO RESTAURANTS, INC., a Massachusetts corporation ("URI"), SAXET
CORPORATION, a Delaware corporation ("Saxet", and together with URI, each a
"Borrower" and collectively, the "Borrowers"), UNO FOODS INC., a Massachusetts
corporation ("UFI"), PIZZERIA UNO CORPORATION, a Delaware corporation ("PUC"),
UNO RESTAURANT CORPORATION, a Delaware corporation ("URC"), URC HOLDING COMPANY,
INC., a Delaware corporation ("UHC" and together with UFI, PUC, URC and the
Borrowers, hereinafter referred to collectively as the "Loan Parties"), FLEET
NATIONAL BANK, a national banking association ("Fleet"), SUNTRUST BANK, a
Georgia banking corporation ("SunTrust"), FLEET NATIONAL BANK, as Administrative
Agent for the Banks (the "Agent") and Arranger and SUNTRUST BANK, as Co-Agent
for the Banks (the "Co-Agent") and Syndication Agent.
RECITALS
The Loan Parties, the Banks, the Agent and the Co-Agent are parties to
an Amended and Restated Revolving Credit and Term Loan Agreement dated as of
November 4, 1997 (as amended, the "Credit Agreement") and desire to amend the
Credit Agreement in certain respects. Capitalized terms used herein and not
otherwise defined shall have the meanings set forth in the Credit Agreement.
NOW, THEREFORE, for good and valuable consideration, the parties hereby
agree as follows:
Section 1. AMENDMENT OF DEFINITIONS.
(a) Section 1.1 of the Credit Agreement is hereby amended by
deleting the definitions of "APPLICABLE COMMITMENT FEE PERCENTAGE",
"BANKS", "CHANGE OF CONTROL", "COMMITMENT PERCENTAGE", "COMPLIANCE
CERTIFICATE", "FEE LETTER", "MAXIMUM CREDIT AMOUNT", "PERMITTED STOCK
REPURCHASE", "REVOLVING CREDIT NOTES", "REVOLVING CREDIT TERMINATION
DATE", "SAXET TERM NOTES" and "URI TERM NOTES" in their entirety and
substituting therefor the following:
"APPLICABLE COMMITMENT FEE PERCENTAGE" shall mean
during each fiscal quarter of URI, the percentage set forth
below opposite the Consolidated Leverage Ratio in effect as of
the end of the immediately preceding fiscal quarter:
1
-----------------------------------------------------------------------------
Consolidated Leverage Ratio
as of the End of the
Immediately Preceding Applicable Commitment
Fiscal Quarter Fee Percentage
-----------------------------------------------------------------------------
Equal to or Greater than .50%
2.0:1.0
-----------------------------------------------------------------------------
Equal to or Greater than .375%
1.7:1.0 and Less than
2.0:1.0
-----------------------------------------------------------------------------
Equal to or Greater than .33%
1.35:1.0 and Less than
1.7:1.0
-----------------------------------------------------------------------------
Equal to or Greater than .3125%
1.0:1.0 and Less than
1.35:1.0
-----------------------------------------------------------------------------
Less than 1.0:1.0 .25%
-----------------------------------------------------------------------------
"BANKS" shall mean Fleet, SunTrust and their
successors and assigns.
"CHANGE OF CONTROL" shall be deemed to have occurred
when (a) the individuals who at the Closing Date constituted
the Board of Directors of URC (together with any new directors
whose election by such Board of Directors or whose nomination
for election by the stockholders of URC was approved by a vote
of a majority of the directors then still in office who were
directors on the Closing Date or whose election or nomination
for election was previously so approved) cease for any reason
to constitute a majority of the Board of Directors of URC then
still in office, (b) neither ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇") nor
▇▇▇▇▇ ▇▇▇▇▇▇ shall serve as chief executive officer of URC,
whether by reason of death, disability, resignation, action by
the Board of Directors, or otherwise or (c) more than
twenty-five percent (25%) of the outstanding shares of common
stock of URC is owned of record or beneficially by any Person
or group of Persons within the meaning of Sections 13 or 14 of
the Securities Exchange Act of 1934, as amended, other than
▇▇▇▇▇▇▇, the executors of his estate, the trustees of any
trust established under his will or the family member
beneficiaries of his estate.
"COMMITMENT PERCENTAGE" shall mean as to each Bank
the percentage figure set forth on SCHEDULE I to the First
Amendment as such Bank's Commitment Percentage, as the same
may be adjusted from time to time in connection with any
assignment under Section 12.2 of the Credit Agreement.
"COMPLIANCE CERTIFICATE" shall mean a certificate in
the form of EXHIBIT B to the First Amendment and executed by
the chief executive officer or chief financial officer of URC.
2
"FEE LETTER" shall mean that certain letter dated as
of June 14, 2000 among URI, Saxet and the Agent describing the
agency fee to be paid to the Agent by URI and Saxet, on
November 1, 2000 and each anniversary thereof.
"MAXIMUM CREDIT AMOUNT" shall mean, as of any date of
determination, the lesser of (a) $36,600,000 or (b) the amount
to which the Maximum Credit Amount may have been reduced
pursuant to Section 2.10; provided that if the obligation of
the Banks to make further Revolving Credit Advances is
terminated pursuant to Article 10, the Maximum Credit Amount
as of any date of determination thereafter shall be deemed to
be $0.
"PERMITTED STOCK REPURCHASE" shall mean the purchase
by URC of shares of its common stock from time to time (a)
from the proceeds of Revolving Credit Advances up to a maximum
aggregate amount after June 14, 2000 not to exceed $10,000,000
(not including any amounts used for such purpose prior to such
date) or (b) as otherwise approved by the Required Banks.
"REVOLVING CREDIT NOTES" shall mean the Amended and
Restated URI Revolving Credit Notes executed by URI in favor
of each Bank substantially in the form of EXHIBIT A-1 to the
First Amendment to evidence the Revolving Credit Advances.
"REVOLVING CREDIT TERMINATION DATE" shall mean June
14, 2005.
"SAXET TERM NOTES" shall mean the Amended and
Restated Saxet Term Notes executed by Saxet in favor of each
Bank in the form of EXHIBIT A-3 to the First Amendment to
evidence the Saxet Term Loan.
"URI TERM NOTES" shall mean the Amended and Restated
URI Term Notes executed by URI in favor of each Bank
substantially in the form of EXHIBIT A-2 to the First
Amendment to evidence the URI Term Loan.
(b) Section 1.1 of the Credit Agreement is hereby further
amended by adding the following definitions in alphabetical order:
"APPLICABLE URI MARGIN - PRIME RATE (REVOLVER)" and
"APPLICABLE URI MARGIN - LIBOR RATE (REVOLVER)" shall mean
during each fiscal quarter of URI, the percentage set forth
opposite the Consolidated Leverage Ratio in effect as of the
end of the immediately preceding fiscal quarter:
3
--------------------------------------------------------------------------------
Consolidated Leverage Ratio
as of the End of the
Immediately Preceding Applicable Margin
Fiscal Quarter -Prime Rate -Libor Rate
--------------------------------------------------------------------------------
Equal to or Greater than .50% 1.75%
2.0:1.0
--------------------------------------------------------------------------------
Equal to or Greater than .25% 1.50%
1.7:1.0 and Less than 2.0:1.0
--------------------------------------------------------------------------------
Equal to or Greater than .00% 1.25%
1.35:1.0 and Less than 1.7:1.0
--------------------------------------------------------------------------------
Equal to or Greater than .00% 1.00%
1.0:1.0 and Less than 1.35:1.0
--------------------------------------------------------------------------------
Less than 1.0:1.0 .00% .75%
--------------------------------------------------------------------------------
"CONSOLIDATED ADJUSTED EBITDAR" shall mean the sum of
Consolidated Adjusted EBITDA plus, to the extent deducted as
an expense in calculating Consolidated EBIT, all lease
payments of URC and its Subsidiaries, including but not
limited to any and all payments made under operating leases
and in connection with any Permitted Financing Transactions.
"CONSOLIDATED SAME STORE CAPITAL EXPENDITURES" shall
mean Capital Expenditures of URC and its Subsidiaries in
connection with the maintenance and rehabilitation of, and all
other Capital Expenditures made with respect to, all Company
Restaurants that have been owned or leased and operated by URC
or any of its Subsidiaries for a minimum of twelve (12)
months.
"FIRST AMENDMENT" shall mean the First Amendment to
Amended and Restated Revolving Credit and Term Loan Agreement
dated as of June 14, 2000 by and among the Loan Parties, the
Banks, the Agent and Arranger and the Co-Agent and Syndication
Agent.
"1999 FINANCIAL STATEMENTS" shall mean the
Consolidated Balance Sheet of URC and its Subsidiaries as of
October 3, 1999 and the related Consolidated Statements of
Income, Shareholders' Equity and Cash Flow for the year then
ended and notes to such financial statements.
"PERMITTED FINANCING TRANSACTIONS" shall mean, with
respect to any Loan Party or its Subsidiaries, so long as no
Default is outstanding, any mortgage loan, synthetic lease or
sale and leaseback transactions, upon terms and conditions
reasonably satisfactory to the Banks, including without
limitation, execution of an intercreditor agreement solely
granting the Banks a right to receive notice of and cure any
defaults under agreements related to such transaction,
providing that a payment or other default permitting the
acceleration of Indebtedness under such documents shall
constitute a Default, providing that URC and its Subsidiaries
will not be subject to covenants under such agreements that
are more restrictive than
4
the covenants to which URC and its Subsidiaries are subject
hereunder, and providing that the obligations under such
mortgage loan, synthetic lease or sale and leaseback
transaction will have recourse only to the assets
subject to such transaction and an unsecured guaranty
of URC, (a) involving any existing Company Restaurants owned
by such Loan Party or any of its Subsidiaries on June 14, 2000
which financing transactions are consummated on or before
December 31, 2000, provided that the aggregate amounts
involved in all such financing transactions permitted pursuant
to this paragraph (a) and consummated during such period does
not exceed $10,000,000 and provided further that any and all
proceeds received from any such financing transactions shall
be applied on the date of receipt to the repayment of the
Revolving Credit Advances or (b) involving any new Company
Restaurant acquired by such Loan Party after June 14, 2000
which financing transactions are consummated after December
31, 2000, provided that the aggregate amounts involved in all
such financing transactions permitted pursuant to this
paragraph (b) does not exceed $5,000,000 during any fiscal
year.
Section 2. AMENDMENT OF INTEREST RATES. Article 2 of the Credit
Agreement is hereby amended by deleting Section 2.3 thereof in its entirety and
substituting therefor the following:
"Section 2.3 INTEREST ON REVOLVING CREDIT ADVANCES.
Subject to the provisions of Section 2.6, URI shall pay
interest on the unpaid balance of each Revolving Credit
Advance which is a Prime Rate Loan from time to time
outstanding at a per annum rate equal to the sum of (a) the
Prime Rate PLUS (b) the Applicable URI Margin - Prime Rate
(Revolver), as each is in effect from time to time, and shall
pay interest on each Revolving Credit Advance which is a LIBOR
Rate Loan at a rate per annum equal to the sum of (a) the
LIBOR Rate, PLUS (b) the Applicable URI Margin - LIBOR Rate
(Revolver), as each is in effect from time to time. Interest
on Revolving Credit Advances which are Prime Rate Loans shall
be payable in arrears on the last day of each January, April,
July and October, commencing January 31, 1998, and continuing
until all of the Indebtedness of URI to the Banks hereunder
shall have been fully paid. Interest on Revolving Credit
Advances which are LIBOR Rate Loans shall be paid for the
applicable Interest Period on the last day thereof and when
such LIBOR Rate Loan is due (whether at maturity, by reason of
acceleration or otherwise) and, if such Interest Period is
longer than three months, at intervals of three months after
the first day thereof."
Section 3. AMENDMENT OF MANDATORY PAYMENTS. Article 4 of the Credit
Agreement is hereby amended by adding the following new paragraph (c) to the end
of Section 4.1 thereof:
"(c) The Borrowers shall apply, on the date of
receipt, any and all proceeds received by any Loan Party or
its Subsidiaries, in connection with Permitted Financing
Transactions consummated in accordance with paragraph (b) of
the definition thereof to the repayment of the Revolving
Credit Advances."
5
Section 4. AMENDMENT OF FINANCIAL COVENANTS. Article 7 of the Credit
Agreement is hereby amended by deleting Sections 7.1 through 7.7 thereof in
their entirety and substituting therefor the following:
"Section 7.1. CONSOLIDATED TANGIBLE NET WORTH. URC
will at all times maintain Consolidated Tangible Net Worth in
an amount not less than the sum of (i) $69,083,000, PLUS (ii)
50% of the sum of Consolidated Net Income (without deduction
for any loss or deficit) for each fiscal quarter ending after
April 2, 2000, PLUS (iii) 100% of the net proceeds received by
URC in connection with any offering of its capital stock LESS
(iv) the amounts expended by URC on Permitted Stock
Repurchases."
"Section 7.2. CASH FLOW COVERAGE RATIO. URC and its
Subsidiaries shall maintain a ratio of Consolidated Adjusted
EBITDAR to the sum of (i) Consolidated Total Debt Service
(excluding, however, for purposes of this calculation, the
$6,000,000 balloon payment to be made by Saxet with respect to
the Saxet Term Loan in the event such loan is not refinanced),
PLUS (ii) Consolidated Same Store Capital Expenditures, PLUS
(iii) all cash dividends paid by URC on its capital stock,
PLUS (iv) all taxes paid by URC and its Subsidiaries in cash,
PLUS (v) without duplication, all lease payments of URC and
its Subsidiaries, including but not limited to any and all
payments made under operating leases and in connection with
Permitted Financing Transactions to the extent deducted in
calculating Consolidated EBIT, for each period of four fiscal
quarters ending on the dates indicated below, of not less than
the ratio set forth opposite each such date:
--------------------------------------------------------------
Quarter End Ratio
--------------------------------------------------------------
Each Fiscal Quarter End 1.0:1.0
In Fiscal Years 2000 and 2001
--------------------------------------------------------------
Each Fiscal Quarter End 1.25:1.0"
After Fiscal Year End 2001
--------------------------------------------------------------
"Section 7.3. PROFITABILITY. URC shall earn
Consolidated Net Income in each fiscal quarter of not less than $1."
"Section 7.4. CONSOLIDATED LEVERAGE RATIO. URC and
its Subsidiaries shall, for each period of four fiscal
quarters ending during the periods set forth below, maintain a
Consolidated Leverage Ratio of not more than the ratio set
forth opposite each such period:
6
--------------------------------------------------------------
Period Ratio
--------------------------------------------------------------
July 2, 2000 through 2.0:1.0
Fiscal Year End 2001
--------------------------------------------------------------
Fiscal Year 2002 1.75:1.0
through Fiscal Year End 2003
--------------------------------------------------------------
Fiscal Year 2004 1.5:1.0"
and thereafter
--------------------------------------------------------------
"Section 7.5. CONSOLIDATED ADJUSTED EBITDA. URC and
its Subsidiaries' Consolidated Adjusted EBITDA for each four
fiscal quarter period shall not be less than (a) $30,000,000
for the four-quarter period ending July 2, 2000 and (b) for
each subsequent four-quarter period, the greater of (i)
$30,000,000 or (ii) 85% of actual Consolidated Adjusted EBITDA
as of the end of the previous four-quarter period."
Section 5. AMENDMENT OF NEGATIVE COVENANTS.
(a) Section 9.1 of the Credit Agreement is hereby amended
by adding the following new paragraph (h) to the end thereof:
"(h) Indebtedness in respect of Permitted Financing
Transactions."
(b) Section 9.2 of the Credit Agreement is hereby amended by
deleting paragraph (h) thereof in its entirety and substituting
therefor the following:
"(h) Mortgage liens on real property owned by the
Loan Parties or any Subsidiary securing
Indebtedness permitted under Section 9.1
(g)."
(c) Section 9.2 of the Credit Agreement is hereby further
amended by adding the following new paragraph (i) to the end thereof:
"(i) Liens created in connection with and on the
assets subject to Permitted Financing
Transactions."
(d) Article 9 of the Credit Agreement is hereby amended by
deleting Section 9.4 thereof in its entirety and substituting therefor
the following:
"Section 9.4. DISPOSITIONS OF ASSETS. Sell, lease or
otherwise dispose of any assets except for (a) the sale, lease
or other disposition of inventory or other property (not
including receivables) in the ordinary course of business, (b)
so long as no Default exists or would result on an actual or
pro forma basis after giving effect thereto, other sales of
assets so long as the earnings before interest, taxes,
depreciation and amortization attributable to the assets to be
sold, together with the earnings before interest, taxes,
depreciation and amortization attributable to all other assets
sold, leased, contributed or conveyed in the ordinary course
of
7
business pursuant to Section 9.4(a) during the then current
fiscal year does not exceed 10% of Consolidated Adjusted
EBITDA for the fiscal year immediately preceding the then
current fiscal year or (c) Permitted Financing Transactions
consummated pursuant to the terms set forth in paragraph (a)
of the definition thereof."
(e) Article 9 of the Credit Agreement is hereby further
amended by deleting Section 9.9 thereof in its entirety and
substituting therefor the following:
"Section 9.9. SALE AND LEASEBACK. Sell or transfer
any of its properties with the intention of taking back a
lease of the same property or leasing other property for
substantially the same use as the property being sold or
transferred, except for Permitted Financing Transactions."
Section 6. REVISED REVOLVING CREDIT AND TERM NOTES. The Banks and the
Borrowers hereby agree that, in connection with the execution and delivery
hereof, the Borrowers shall execute and deliver to the Banks the following
revised notes (collectively, the "Revised Notes"): a) the Amended and Restated
URI Revolving Credit Notes, executed by URI in the form of EXHIBIT A-1 to the
First Amendment to evidence the Revolving Credit Advances, b) the Amended and
Restated URI Term Notes, executed by URI in the form of EXHIBIT A-2 to the First
Amendment to evidence the URI Term Loan and c) the Amended and Restated Saxet
Term Notes, executed by Saxet in the form of EXHIBIT A-3 to the First Amendment.
The Revised Notes shall, from and after the date hereof, be deemed to be the
"Revolving Credit Notes", "URI Term Notes" and "Saxet Term Notes", respectively,
under the Credit Agreement. Accrued interest on the URI Revolving Credit Notes,
the URI Term Notes and the Saxet Term Notes, each dated November 4, 1997
(collectively, the "Original Notes"), through the date hereof which has not been
paid shall be paid to the holder of such Original Notes in accordance with the
terms of the Credit Agreement prior to amendment hereby. Upon execution and
delivery to the Banks of the Revised Notes, the holder of the Original Notes
shall return such Original Notes to the Borrowers for cancellation.
Section 7. RELEASE OF REAL ESTATE COLLATERAL. At the request of the
Borrowers or URC in connection with any proposed Permitted Financing
Transactions involving the properties described below and provided that no
Default is outstanding under the Credit Agreement, the Banks hereby agree to the
discharge from time to time by the Agent, on behalf of the Banks, of the
mortgages in favor of the Agent on, and a concomitant release of the Assignment
of Leases and Rents executed with respect to, the properties described on
SCHEDULE II hereto, PROVIDED THAT the Banks shall have received any and all
documentation prepared in connection with any such proposed Permitted Financing
Transactions, including but not limited to an intercreditor agreement on terms
reasonably acceptable to the Banks, and shall have approved the terms and
conditions of such proposed Permitted Financing Transactions; PROVIDED FURTHER
THAT, in exchange for the discharge and release by the Agent of its security
interest in any of the properties described on SCHEDULE II, the applicable Loan
Party will grant to the Agent a mortgage of and security interest in (a) the
facility located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the "▇▇▇▇▇▇
Hills Facility") and (b) the facility located at ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ (the "University Boulevard Facility", and together with the
▇▇▇▇▇▇ Hills Facility, each a "Facility" and collectively, the "Facilities") to
secure the Bank Obligations, by execution and
8
delivery of a Mortgage and Security Agreement or other similar instrument with
respect to each Facility, in form and substance reasonably satisfactory to the
Agent, and PROVIDED FURTHER THAT in connection therewith, the Agent shall have
received the following documents with respect to each Facility, all on terms and
conditions and in form and substance reasonably satisfactory to the Agent: a) an
executed Assignment of Leases and Rents from the applicable Loan Party to the
Agent; b) a title insurance policy in favor of the Agent, insuring a first
mortgage title with only exceptions reasonably satisfactory to the Agent; c) to
the extent currently on file with any of the Loan Parties, surveys or plot
plans; d) an opinion of counsel for the Loan Parties with respect to, among
other things, the validity and enforceability of the Agent's mortgages on and
security interests in the Facilities; and e) all such other documents,
certificates and instruments as the Agent may reasonably request with respect to
each Facility.
Section 8. REPRESENTATIONS AND WARRANTIES; NO DEFAULT. The Loan Parties
hereby (a) amend Schedules 5.4, 5.11, 5.13(a), 5.13(c), 5.14, 5.16, 5.21, 8.4
and 9.10 to the Credit Agreement by substituting the corresponding Schedules
attached hereto and (b) confirm to the Banks the representations and warranties
of the Loan Parties set forth in Article 5 of the Credit Agreement (as amended
hereby, including by substitution of Schedules 5.4, 5.11, 5.13(a), 5.13(c),
5.14, 5.16, 5.21, 8.4 and 9.10) as of the date hereof, as if set forth herein in
full (except for (a) changes contemplated by the Credit Agreement, (b) such
representations and warranties that refer to a specific date, (c) references to
the 1996 Financial Statements shall be deemed to refer to the 1999 Financial
Statements and (d) references to the URC Annual Report on Form 10-K and the
subsequent Quarterly Reports on Form 10-Q shall be deemed to refer to the URC
Annual Report on Form 10-K for the fiscal year ended October 3, 1999 and each of
the two subsequent Quarterly Reports on Form 10-Q filed thereafter). The Loan
Parties certify that no Default exists under the Credit Agreement.
Section 9. EFFECTIVENESS; CONDITIONS TO EFFECTIVENESS. This First
Amendment shall become effective upon execution hereof by the Loan Parties, the
Banks, the Agent and Arranger and the Co-Agent and Syndication Agent and upon
satisfaction of the following conditions:
(a) REVISED NOTES. The Borrowers shall have executed and
delivered to the Banks the Revised Notes pursuant to Section 6 hereof.
(b) BOARD RESOLUTIONS. The Banks shall have received copies of
the resolutions of the Board of Directors of each Loan Party
authorizing the execution, delivery and performance of this First
Amendment, the Revised Notes and the other Bank Agreements to which
each such corporation is a party and which are executed in connection
therewith, certified by the Secretary or an Assistant Secretary (or
Clerk or Assistant Clerk) of each such corporation (which certificate
shall state that such resolutions are in full force and effect).
(c) SECRETARY'S CERTIFICATES. The Banks shall have received a
certificate of the Secretary or an Assistant Secretary (or Clerk or
Assistant Clerk) of each Loan Party certifying the names and signatures
of the officers of each such corporation authorized to sign this First
Amendment, the Revised Notes and the other Bank Agreements to which
each such corporation is a party and which are executed in connection
therewith.
9
(d) CERTIFICATES OF LEGAL EXISTENCE AND GOOD STANDING. The
Banks shall have received certificates of recent date issued by the
Secretary of State of the State of Delaware and The Commonwealth of
Massachusetts certifying as to the legal existence and good standing of
each of the Loan Parties.
(e) OPINION OF COUNSEL. The Banks shall have received an
opinion of Brown, Rudnick, Freed and Gesmer, counsel to the Loan
Parties, in form and substance satisfactory to the Banks and their
counsel.
(f) CLOSING FEES. The Borrowers shall have paid to the Banks
the amendment fees described in the term sheet dated as of April 24,
2000, which shall be earned in full upon the Banks' execution and
delivery hereof.
Section 10. DESIGNATION OF ADMINISTRATIVE AGENT, ARRANGER, CO-AGENT AND
SYNDICATION AGENT. The parties hereto hereby agree that Fleet shall be, and
hereby is, designated as an Administrative Agent and Arranger under the Credit
Agreement and that SunTrust shall be, and hereby is, designated as a Co-Agent
and Syndication Agent under the Credit Agreement, each having such duties as may
be agreed from time to time among the Agent, Co-Agent and the Borrowers. Any and
all references in the Credit Agreement to the "Agent" shall refer to Fleet in
its capacity as Administrative Agent. The provisions of Article 13 set forth in
the Credit Agreement shall apply equally to the Administrative Agent and
Arranger and to the Co-Agent and Syndication Agent.
Section 11. MISCELLANEOUS. The Loan Parties agree, jointly and
severally, to pay on demand all the Agent's reasonable expenses in preparing,
executing and delivering this First Amendment, whether or not this First
Amendment shall be consummated, and all related instruments and documents,
including, without limitation, the reasonable fees and out-of-pocket expenses of
the Agent's special counsel, ▇▇▇▇▇▇▇, Procter & ▇▇▇▇ LLP. This First Amendment
shall be a Bank Agreement and shall be governed and construed and enforced under
the laws of The Commonwealth of Massachusetts.
[End of Page]
10
IN WITNESS WHEREOF, the Loan Parties, the Agent and Arranger, the
Co-Agent and Syndication Agent and the Banks have caused this First Amendment to
Amended and Restated Revolving Credit and Term Loan Agreement to be executed by
their duly authorized officers as of the date first set forth above.
UNO RESTAURANT CORPORATION
By:
----------------------------------------------
Name:
Title:
URC HOLDING COMPANY, INC.
By:
----------------------------------------------
Name:
Title:
UNO RESTAURANTS, INC.
By:
----------------------------------------------
Name:
Title:
UNO FOODS INC.
By:
----------------------------------------------
Name:
Title:
PIZZERIA UNO CORPORATION
By:
----------------------------------------------
Name:
Title:
11
SAXET CORPORATION
By:
----------------------------------------------
Name:
Title:
FLEET NATIONAL BANK, as Agent and Arranger
By:
----------------------------------------------
Name:
Title:
FLEET NATIONAL BANK
By:
----------------------------------------------
Name:
Title:
SUNTRUST BANK, as Co-Agent and Syndication Agent
By:
----------------------------------------------
Name:
Title:
SUNTRUST BANK
By:
----------------------------------------------
Name:
Title:
12
SCHEDULE I
BANKS' COMMITMENT PERCENTAGES
Commitment
Loan Bank Percentage
---- ---- ----------
1) Revolving Credit Advances
Fleet National Bank 50%
SunTrust Bank 50%
---------
Total: 100%
2) URI Term Loan
Fleet National Bank 50%
SunTrust Bank 50%
---------
Total: 100%
3) Saxet Term Loan
Fleet National Bank 50%
SunTrust Bank 50%
--------
Total: 100%
13
SCHEDULE II
PROPERTIES
1) Property located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇.
2) Property located at Ellicott City, Long Gate Center, ▇▇▇▇▇▇ County, Maryland.
3) Property located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇.
4) Property located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇.
14
