--------------------------------------------------------------------------------
FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
--------------------------------------------------------------------------------
First Amendment dated as of June 30, 1998 (the "First Amendment") to
Amended and Restated Revolving Credit Agreement dated as of February 13, 1998 by
and among AU BON PAIN CO., INC., a Delaware corporation ("ABP"), SAINT LOUIS
BREAD COMPANY, INC., a Delaware corporation ("Saint Louis Bread"), ABP MIDWEST
MANUFACTURING CO., INC., a Delaware corporation ("ABP Midwest", and,
collectively with ABP and Saint Louis Bread, the "Borrowers"), and BANKBOSTON,
N.A., a national banking association, and USTRUST, a Massachusetts trust company
(collectively, the "Banks"), and BANKBOSTON, N.A. as agent for the Banks (in
such capacity, the "Agent"), amending certain provisions of the Amended and
Restated Revolving Credit Agreement dated as of February 13, 1998 (as further
amended and in effect from time to time, the "Credit Agreement") by and among
the Borrowers, the Banks and the Agent. Terms not otherwise defined herein which
are defined in the Credit Agreement shall have the same respective meanings
herein as therein.
WHEREAS, the Borrowers, the Banks and the Agent have agreed to modify
certain terms and conditions of the Credit Agreement as specifically set forth
in this First Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:
s.1. Amendments to s.1 of the Credit Agreement. Section 1 of the
Credit Agreement is hereby amended as follows:
(a) by deleting the date "September 30, 1999" occurring in the
definition of "Maturity Date" contained in Section 1.1 and replacing it with
"December 31, 1999".
(b) by deleting the language in clause (b) of the definition of
"Consolidated Operating Cash Flow" contained in Section 1.1 and replacing it
with "to the extent deducted in the calculation of Consolidated Net Income for
such period, the aggregate amount of depreciation and amortization for such
period, plus".
(c) by inserting in the appropriate alphabetical order the following
definition:
-2-
Adjustment Date. The first day of the month immediately following the
month in which a Compliance Certificate and the related financial
statements were delivered by the Borrowers pursuant to ss.ss.6.4(a),
(b) and (c) hereof.
(d) by inserting in the appropriate alphabetical order the following
definition:
Applicable Margin.
(a) For each period commencing on an Adjustment Date through the
date immediately preceding the next Adjustment Date, the
Applicable Margin shall be the applicable percentage set forth
below opposite the Funded Debt to EBITDA Ratio for Base Rate
Loans or Eurodollar Loans, as applicable, as determined on the
last day of each fiscal quarter of the Borrowers ending
immediately prior to the Adjustment Date:
-------------- ------------------------------ ------------------------------ -------------------------------
Funded Debt to EBITDA Base Rate Loans Eurodollar Rate Loans
Level Ratio Applicable Margin Applicable Margin
-------------- ------------------------------ ------------------------------ -------------------------------
-------------- ------------------------------ ------------------------------ -------------------------------
I (greater than) 2.5:1.0 0.25% 2.75%
-------------- ------------------------------ ------------------------------ -------------------------------
-------------- ------------------------------ ------------------------------ -------------------------------
II (greater than or equal to) 0.00% 2.45%
1.5:1.0 and (less than or
equal to) 2.5:1.0
-------------- ------------------------------ ------------------------------ -------------------------------
-------------- ------------------------------ ------------------------------ -------------------------------
III (less than) 1.5:1.0 0.00% 2.15%
-------------- ------------------------------ ------------------------------ -------------------------------
-------------- ------------------------------ ------------------------------ -------------------------------
For the purposes of this definition of Applicable Margin, the symbols
"(less than)" and "(greater than)" shall mean "less than" and "greater
than," respectively, and the symbols "(less than or equal to)" and
"(greater than or equal to)" shall mean "less than or equal to" and
"greater than or equal to," respectively.
-----------------------------------------------------------------------
(b) The Agent shall give prompt notice of any change in the
Applicable Margin to the Borrowers and the Banks following the
time of delivery to the Agent of the required quarterly
financial statements and Compliance Certificate pursuant to
ss.6.4(b) and (c).
(c) Notwithstanding the foregoing, the Applicable Margin shall not
be lower than the percentages corresponding to Level I in the
table above until the Adjustment Date next following the
delivery
-3-
to the Banks and the Agent pursuant to the terms of s.6.4(c)
of the financial statements of the Borrowers and their
Subsidiaries, and the Compliance Certificate relating thereto,
for the fiscal quarter ending July 11, 1998. In the event the
Borrowers fail to deliver to the Agent and the Banks the
quarterly financial statements and Compliance Certificate in
accordance with ss.6.4(b) and (c), the Applicable Margin
shall automatically be the highest Applicable Margin set forth
above commencing on the date by which such financial
statements and Compliance Certificate were required to have
been delivered in accordance with ss.6.4(b) and (c) and
continuing until the Adjustment Date following delivery of
financial statements and a Compliance Certificate which
illustrates that a lower Applicable Margin should apply.
(e) by inserting in the appropriate alphabetical order the following
definition:
Consolidated EBITDA. For any specified period, the sum of (a)
Consolidated Net Income for such period, plus (b) to the extent
deducted in the calculation of Consolidated Net Income for such period,
the aggregate amount of depreciation and amortization for such period,
plus (c) to the extent deducted in the calculation of Consolidated Net
Income for such period, Consolidated Total Interest Expense for such
period, plus (d) to the extent deducted from the calculation of
Consolidated Net Income, income tax expenditures for such period, in
each case determined on a consolidated basis for the Borrowers and
their Subsidiaries in accordance with generally accepted accounting
principles.
(f) by inserting in the appropriate alphabetical order the following
definition:
Consolidated Funded Debt. At any time, the sum of (a) the aggregate
amount of Indebtedness of the Borrowers and their Subsidiaries on a
consolidated basis, relating to the borrowing of money or the obtaining
of credit or in respect of Capitalized Leases and including, without
duplication, the Maximum Drawing Amount and all Unpaid Reimbursement
Obligations of such Persons in respect of Letters of Credit outstanding
and all guarantees of the foregoing types of Obligations.
-4-
(f) by inserting in the appropriate alphabetical order the following
definition:
Funded Debt to EBITDA Ratio. With respect to each determination date,
the ratio of (a) Consolidated Funded Debt of the Borrowers and their
Subsidiaries outstanding on such date to (b) Consolidated EBITDA of the
Borrowers and their Subsidiaries for the period of four (4) consecutive
fiscal quarters ending on such date.
s.2. Amendment to s.2 of the Credit Agreement. Section 2.9 of the
Credit Agreement is hereby amended by (a) inserting the word "and" prior to
clause (ii) thereof, (b) inserting a period at the end of clause (ii) in place
of the semicolon and (c) deleting clauses (iii) and (iv) thereof.
s.3. Amendment to s.4 of the Credit Agreement. Section 4.1 of the
Credit Agreement is hereby amended by deleting such section in its entirety and
replacing it with the following new Section 4.1:
s.4.1: Interest on Revolving Credit Loans.
(a) Except as otherwise increased pursuant to s.4.11 hereof, the
outstanding amount of each Type of Revolving Credit Loan shall
bear interest calculated as follows:
(i) the outstanding amount of each Revolving Credit Loan
which is a Base Rate Loan shall bear interest at a
rate per annum equal to the Base Rate plus the
Applicable Margin then applicable to Base Rate Loans;
and
(ii) the outstanding amount of each Revolving Credit Loan
which is a Eurodollar Rate Loan shall bear interest
during each Interest Period relating thereto at a
rate per annum equal to the Eurodollar Rate
determined for each such Interest Period plus the
Applicable Margin then applicable to Eurodollar Rate
Loans.
(b) The Borrowers absolutely and unconditionally promise to pay
interest on each type of Revolving Credit Loan in arrears on
each Interest Payment Date with respect thereto.
s.4. Amendment to s.6 of the Credit Agreement. Section 6.4(c) of the
Credit Agreement is hereby amended by inserting the clause ", the calculation of
the Applicable Margin for the most recently ended period of four (4)
-5-
consecutive fiscal quarters," immediately following the phrase "contained in
s.8 hereof".
s.5. Amendments to s.8 of the Credit Agreement Section 8 of the
Credit Agreement is hereby amended as follows:
(a) Section 8.1 of the Credit Agreement is hereby amended by deleting
such section in its entirety and replacing it with the following new Section
8.1:
s.8.1. Maximum Allowable Leverage Ratio. The Borrowers will not, at
any time, permit the Leverage Ratio to exceed 1.45:1.00.
(b) Section 8.2 of the Credit Agreement is hereby amended by deleting
such section in its entirety and replacing it with the following new Section
8.2:
s.8.2. Consolidated Capital Expenditures. The Borrowers will not
permit Consolidated Capital Expenditures incurred during each period
consisting of four (4) consecutive fiscal quarters and ending on a date
set forth below, to exceed the amount set forth opposite such date in
the table below:
----------------------------------------------------------------------
Fiscal Quarter Ending Maximum Consolidated Capital Expenditures
----------------------------------------------------------------------
----------------------------------------------------------------------
7/11/98 $20,000,000
----------------------------------------------------------------------
10/3/98 and thereafter $23,000,000
----------------------------------------------------------------------
s.6. Amendment to Schedule 1.1(a). Schedule 1.1(a) of the Credit
Agreement is hereby amended by deleting Schedule 1.1(a) in its entirety and
replacing it with Schedule 1.1(a) attached hereto.
s.7. Representations and Warranties. Each of the Borrowers hereby
repeats, on and as of the date hereof, each of the representations and
warranties made in s.5 of the Credit Agreement as though such representations
and warranties refer specifically to such Borrower, except to the extent of
changes resulting from transactions contemplated or permitted by this First
Amendment or the Credit Agreement and except to the extent that such
representations and warranties relate expressly to an earlier date; provided,
that, all references therein to the Credit Agreement shall refer to such Credit
Agreement as amended hereby. No Default or Event of Default has occurred
-6-
and is continuing under the Credit Agreement after giving effect to this First
Amendment.
s.8. Effectiveness. The effectiveness of this First Amendment shall be
subject to the satisfaction of the following conditions precedent:
s.8.1. Loan Documents. This First Amendment shall have been
duly executed and delivered to the Agent by each of the parties to the
Credit Agreement.
s.8.2. No Default. No Default or Event of Default has
occurred and is continuing under the Credit Agreement immediately after
giving effect to this First Amendment.
s.9. Ratification, Etc. Except as expressly amended hereby, the Credit
Agreement and all documents, instruments and agreements related thereto,
including, but not limited to the Loan Documents, are hereby ratified and
confirmed in all respects and shall continue in full force and effect. The
Credit Agreement and this First Amendment shall be read and construed as a
single agreement. All references in the Credit Agreement or any related
agreement or instrument to the Credit Agreement shall hereafter refer to the
Credit Agreement as amended hereby.
s.10. No Waiver. Nothing contained herein shall constitute a waiver
of, impair or otherwise affect any Obligations, any other obligation of the
Borrowers or any rights of the Agent or the Banks consequent thereon.
s.11. Counterparts. This First Amendment may be executed in one or
more counterparts, each of which shall be deemed an original but which together
shall constitute one and the same instrument.
s.12. Governing Law. THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS
(WITHOUT REFERENCE TO CONFLICT OF LAWS).
[remainder of page intentionally left blank]
-7-
IN WITNESS WHEREOF, the parties hereto have executed this First
Amendment as a document under seal as of the date first above written.
AU BON PAIN CO., INC.
By: /s/ XXXXX X. XXXX
-----------------------------------
Name: Xxxxx X. Xxxx
Title: Co-Chairman
SAINT LOUIS BREAD COMPANY, INC.
By: /s/ XXXXX X. XXXX
-----------------------------------
Name: Xxxxx X. Xxxx
Title: Executive Vice President
ABP MIDWEST MANUFACTURING CO., INC.
By: /s/ XXXXX X. XXXX
-----------------------------------
Name: Xxxxx X. Xxxx
Title: Executive Vice President
BANKBOSTON, N.A.
individually and as Agent
By: /s/ XXXXXX X. XXXXX
-----------------------------------
Name: Xxxxxx X. Xxxxx
Title: Director
USTRUST
By: /s/ P. XXXXXXX XXXX
-----------------------------------
Name: P. Xxxxxxx Xxxx
Title: Vice President
