SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of October 4, 1999, is
made among AVADO BRANDS, INC., as "Borrower"; WACHOVIA BANK, NATIONAL
ASSOCIATION, BANKBOSTON, N.A., and the other parties listed as a "Bank" or the
"Banks" on the signature page(s) hereof, as "Banks"; WACHOVIA BANK, NATIONAL
ASSOCIATION, as "Administrative Agent" for the Banks, the "Syndication Agent,"
the "Arranger," the "Co-Arranger" (each as defined below) and itself; and
BANKBOSTON, N.A., as "Syndication Agent" for the Banks. The Borrower, the Banks,
the Administrative Agent and the Syndication Agent are hereinafter called,
collectively, the "Parties." The Parties are parties to a Credit Agreement,
dated as of June 22, 1999, as amended to date (the "Credit Agreement"), and are
entering into this Amendment for the purpose of further amending the Credit
Agreement in the manner specified below.
Accordingly, for value received, the Parties agree as follows:
1. Definitions.
1.1 Terms Incorporated by Reference. Capitalized terms used herein, but not
expressly defined herein, shall have the meanings given to such terms in the
Credit Agreement.
2. Amendments.
2.1 Other Advances. Section 5.20 of the Credit Agreement is amended by
adding to existing clause (ix) thereof ("Other Advances"), the following
proviso:
provided, however, that, in addition to and separate from the foregoing,
the Borrower may make an additional loan to Xxx X. Xxxxxx, Xx., in an amount not
to exceed Three Million Dollars ($3,000,000), on or about October 4, 1999, so
long as, and provided that, (A) no Default then has occurred and is continuing
or would be caused thereby, (B) such loan is repaid in full by not later than
December 31, 1999, (C) such loan bears a market rate of interest until paid in
full, (D) repayment of such loan is secured by a lien on otherwise unencumbered
real property owned by Xxx X. Xxxxxx, Xx. or his spouse personally (or by a
Person, other than the Borrower or any of its Subsidiaries owned or controlled
by Xxx X. Xxxxxx, Xx. or his spouse), having a fair market value of at least
Three Million Dollars ($3,000,000), and evidence thereof (including the
recordation of a mortgage, deed to secure debt or deed of trust upon such real
property favoring the Borrower) shall be provided to the Administrative Agent on
the date that the loan is made or as soon as practicable thereafter, but not
later than October 8, 1999, and (D) the proceeds of such loan are used by Xxx X.
Xxxxxx, Xx. to repay certain personal indebtedness then due secured by his
equity interests in the Borrower.
3. Miscellaneous.
3.1 Effect and Effective Date of Amendments. The effective date of the
amendments to the Credit Agreement set forth in Section 2 above shall be the
Closing Date. Except as set forth expressly herein, all terms of the Credit
Agreement shall remain unchanged. It is not intended by the Parties that this
Amendment constitute, and this Amendment, shall not constitute a novation
3.2 Georgia Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAW OF THE STATE OF GEORGIA.
3.3 Counterparts. This Amendment may be signed in any number of
counterparts, each of which shall be an original, with the same effect as if the
signatures thereto and hereto were upon the same instrument.
3.4 Entire Agreement. This Amendment shall constitute the entire agreement
among the parties with respect to the subject matter hereof.
3.5 Restatement of Representations and Warranties. To induce all other
Parties to enter into this Amendment (A) Borrower hereby restates and renews
each and every representation and warranty heretofore made by it under, or in
connection with, the execution and delivery of, the Credit Agreement; (B)
Borrower hereby restates, ratifies and reaffirms each and every term and
condition set forth in the Credit Agreement, as amended hereby, and in the Loan
Documents, as amended hereby, effective as of the date hereof; and (C) Borrower
hereby certifies that no Default has occurred and is continuing.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed, under seal, by their respective authorized officers, as of the
day and year first above written.
"BORROWER"
AVADO BRANDS, INC. (SEAL)
By:_________________________________
Xxxxx X. Xxxxxxx
Senior Vice President of Finance
Attest:_____________________________
Xxxx X. XxXxxx, Xx.
Secretary
"BANKS"
WACHOVIA BANK, NATIONAL
ASSOCIATION, as the Administrative Agent and as
a Bank (SEAL)
By:________________________________
X. Xxxxxxxx Xxxxx, Vice President
BANKBOSTON, N.A., as Syndication Agent
and as a Bank (SEAL)
By:________________________________
Name:__________________________
Title:___________________________
SUNTRUST BANK, ATLANTA,
as a Bank
By:________________________________
Name:___________________________
Title:____________________________
By:________________________________
Name:___________________________
Title:____________________________
COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A.,
"RABOBANK INTERNATIONAL,"
NEW YORK BRANCH
By:________________________________
Name:___________________________
Title:____________________________
By:________________________________
Name:___________________________
Title:____________________________
COMERICA BANK,
as a Bank
(SEAL)
By:________________________________
Name:___________________________
Title:____________________________
SOUTHTRUST BANK, NATIONAL ASSOCIATION, as a Bank
(SEAL)
By:________________________________
Name:___________________________
Title:____________________________
