Exhibit 10.6
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SUPPLEMENT TO STOCK PLEDGE AGREEMENT
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This SUPPLEMENT TO STOCK PLEDGE AGREEMENT is made as of June 29, 2001, by
and between NATIONAL RESTAURANT ENTERPRISES, INC., a Delaware corporation (the
"Borrower"), and FLEET NATIONAL BANK (f/k/a BankBoston, N.A.), a national
banking association, as agent (hereinafter, in such capacity, the "Agent") for
itself and the other lending institutions (hereinafter, collectively, the
"Banks"), which are or may become parties to the Credit Agreement (as
hereinafter defined).
WHEREAS, the Borrower, AmeriKing, Inc. ("AmeriKing") the Agent and the
Banks entered into a Fourth Amended and Restated Revolving Credit Agreement
dated as of December 24, 1998 (as amended and in effect from time to time, the
"Revolver Credit Agreement") and provided financing in connection with the
acquisition of Burger King Restaurants pursuant to the Acquisition Revolving
Credit Agreement dated as of December 24, 1998 (as amended and in effect from
time to time, the "Acquisition Credit Agreement" and collectively with the
Revolver Credit Agreement, the "Existing Credit Agreements"); and
WHEREAS, in connection with the Existing Credit Agreements, the Borrower
granted to the Agent, for the benefit of the Banks and the Agent, an Amended and
Restated Stock Pledge Agreement dated as of December 24, 1998 (as amended and in
effect from time to time, the "Stock Pledge Agreement"); and
WHEREAS, the parties to the Existing Credit Agreements and National
Restaurant Enterprises Holdings, Inc. ("Holdings") agreed to consolidate, amend
and restate the Existing Credit Agreements in their entirety by entering into a
Consolidated, Amended and Restated Revolving Credit Agreement dated as of the
date hereof by and among the Borrower, AmeriKing, Holdings, the Banks and the
Agent (as amended and in effect from time to time, the "Credit Agreement"); and
WHEREAS, it is a condition precedent to the Agent and the Banks entering
into the Credit Agreement, and making loans or otherwise extending credit to the
Borrower under the Credit Agreement, that the Borrower execute and deliver to
the Agent, for the benefit of the Banks and the Agent, a supplement to the Stock
Pledge Agreement in substantially the form hereof; and
WHEREAS, each of the Borrower and the Agent wishes to supplement the Stock
Pledge Agreement for the benefit of the Agent and the Banks as herein provided,
and the Stock Pledge Agreement shall remain in full force and effect as set
forth therein and as supplemented hereby;
NOW, THEREFORE, in consideration of the premises contained herein and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:
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1. References. The parties hereto acknowledge and agree that (a) each
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reference to "Loan Documents" in the Stock Pledge Agreement shall be deemed to
include each of the "Revolver Loan Documents" as defined in the Credit
Agreement, and (b) each reference to the "Credit Agreements" in the Stock Pledge
Agreement shall be deemed to be a reference to the Credit Agreement.
2. Counterparts. This Supplement to Stock Pledge Agreement may be
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executed in one or more counterparts, each of which shall be deemed an original
but which together shall constitute one and the same instrument.
3. Governing Law. THIS SUPPLEMENT TO STOCK PLEDGE AGREEMENT SHALL BE
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GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF
MASSACHUSETTS (WITHOUT REFERENCE TO CONFLICT OF LAWS).
4. Effectiveness. This Supplement to Stock Pledge Agreement shall become
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effective as of the date hereof upon receipt by the Agent of counterparts of
this Supplement to Stock Pledge Agreement duly executed by each of the Borrower
and the Agent.
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IN WITNESS WHEREOF, intending to be legally bound, the Borrower and the
Agent have caused this Supplement to Stock Pledge Agreement to be executed as of
the date first above written.
NATIONAL RESTAURANT
ENTERPRISES, INC.
By: /s/ A. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
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Title: Vice President
FLEET NATIONAL BANK (f/k/a
BankBoston, N.A.), as Agent
By: /s/ ▇▇▇▇▇ ▇. O'▇▇▇▇▇
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Title: Authorized Officer
