Common use of Amendment to the Facilities Agreement Clause in Contracts

Amendment to the Facilities Agreement. (a) Subject to the terms and conditions of this Agreement and pursuant to the Facilities Agreement, each Party consents to the amendments to the Facilities Agreement contemplated by this Agreement. (b) Each Obligor and the Retiring Agent (on behalf of itself and on behalf of each Finance Party pursuant to paragraph (b) of clause 43.1 (Required consents) of the Facilities Agreement) agree, in accordance with clause 43 (Amendments and waivers) of the Facilities Agreement that with immediate and automatic effect as at the first time (such time being the “Effective Time”) at which the Retiring Agent: (i) has received (or waived receipt of, as the case may be) each of the documents listed in Schedule 1 (Conditions precedent) in a form and substance satisfactory to the Retiring Agent (acting reasonably) and is satisfied (acting reasonably) with each of the evidentiary matters listed in Schedule 1 (Conditions precedent); (ii) is satisfied that: (A) each of the documents listed in Part A (Intercreditor Agreement) and Part B (Offshore Confirmatory Security) of Schedule 3 (Effective Time Documents) is in execution form; (B) each of the documents listed in Part C (Confirmations and amendments for Onshore Security) and Part D (Onshore Cash Collateral Account) of Schedule 3 (Effective Time Documents) is in execution form; (C) each of the documents listed in Part E (Fee Letters) and Part F (Services and Right to Use Direct Agreement Agency Transfer Notice) of Schedule 3 (Effective Time Documents) is in execution form; (1) the Onshore Cash Collateral Account will be opened on the Effective Date promptly after the Effective Time; and (2) the balance standing to the credit of the Onshore Cash Collateral Account is, or will promptly upon the Effective Date be, not less than the Onshore Cash Collateral Minimum Balance, where the Retiring Agent will be deemed to be satisfied with this paragraph (D) when it receives from the Continuing Lender or the Borrower a copy of a letter signed by the Borrower and the Continuing Lender prior to the Effective Time referring to this paragraph (D); and (E) each of the Legal Opinions For Effective Time Documents are in final agreed form and ready to be issued by the relevant legal advisors promptly following the Effective Time; and (iii) has confirmed that it will make the relevant Prepayment to each Lender in full on the Effective Date, and provided that the aggregate principal amount of the Term Loan Facility Loan that will remain outstanding is not less than HKD 1,000,000, the Facilities Agreement shall be amended and restated so that it shall be read and construed for all purposes as set out in Schedule 5 (Amended and Restated Facilities Agreement) and all references in the Amended and Restated Facilities Agreement to “this Agreement” shall include this Agreement and, on and from that time, the Commitments and outstanding participations in Loans of the Continuing Lender (and the respective rights and obligations of the Continuing Parties and the Retiring Agent as between each other in respect of the same) were as set out in Schedule 6 (Commitments and Loans). (c) The Continuing Parties and the Retiring Agent agree that at the Effective Time the Continuing Lender’s participation in the principal amount of the Term Loan Facility Loan constituting the Reserved Amount shall be re-designated as the Facility A Loan under the Amended and Restatement Facilities Agreement and acknowledge that such re-designation and the amendment of the terms thereof do not constitute a prepayment of any amount in respect of that participation and loan.

Amendment to the Facilities Agreement. Effective as of the ------------------------------------- date hereof and subject to the satisfaction of the conditions precedent set forth in Section 2 below, and in reliance on the representations and warranties --------- set forth in Section 3 below, on and after the date hereof, the parties hereto --------- agree that the Facilities Agreement is amended as follows: 1.1 THE PREAMBLE TO THE FACILITIES AGREEMENT IS DELETED IN ITS ENTIRETY AND THE FOLLOWING SUBSTITUTED THEREFOR: (a) Subject THE FIRST PARAGRAPH OF THE PREAMBLE TO THE FACILITIES AGREEMENT IS HEREBY DELETED IN ITS ENTIRETY AND REPLACED WITH THE FOLLOWING: THIS AMENDED AND RESTATED FACILITIES AGREEMENT originally dated as of October 24, 1997 and amended by the First Amendment and Consent thereto (the "FIRST AMENDMENT") dated as of July 15, 1998 is among BOSTON CHICKEN, INC., a Delaware corporation (the "COMPANY"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION (as successor by merger to Bank of America Illinois)(in its individual capacity,"BOFA"), as agent for the terms Lenders and conditions of this Agreement the Issuing Lender referred to below (in such capacity, together with its successors and pursuant assigns, the "LOAN AGENT"), GENERAL ELECTRIC CAPITAL CORPORATION, for itself and as agent for the 1996 Lease Lenders referred to below (in its individual capacity, "GECC"; and in such dual capacity, together with its successors and assigns, the Facilities Agreement"1996 LEASE AGENT"), each Party consents to BofA and GECC, as Co-Agents for the amendments to Liquidity Lenders (individually a "CO-AGENT" and collectively, the Facilities Agreement contemplated by this Agreement"CO-AGENTS") and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as the initial Common Collateral Agent. (b) Each Obligor and the Retiring Agent (on behalf of itself and on behalf of each Finance Party pursuant to paragraph (b) of clause 43.1 (Required consents) of the Facilities Agreement) agree, in accordance with clause 43 (Amendments and waivers) of the Facilities Agreement that with immediate and automatic effect as at the first time (such time being the “Effective Time”) at which the Retiring Agent:THE REMAINING PARAGRAPHS OF THE PREAMBLE TO THE FACILITIES AGREEMENT ARE HEREBY DELETED IN THEIR ENTIRETY AND THE PREAMBLE TO THIS AMENDMENT INCORPORATED THEREIN BY REFERENCE. 1.2 SECTION 1.1 OF THE FACILITIES AGREEMENT IS AMENDED AS FOLLOWS: ----------- (ia) has received (or waived receipt of, as the case may be) each of the documents listed in Schedule 1 (Conditions precedent) in a form and substance satisfactory to the Retiring Agent (acting reasonably) and is satisfied (acting reasonably) with each of the evidentiary matters listed in Schedule 1 (Conditions precedent); (ii) is satisfied thatTO DELETE THE CURRENT DEFINITIONS FOR THE TERMS SET FORTH BELOW IN THEIR ENTIRETY AND TO SUBSTITUTE THE FOLLOWING THEREFOR: (A) each of the documents listed in Part A (Intercreditor Agreement) and Part B (Offshore Confirmatory Security) of Schedule 3 (Effective Time Documents) is in execution form; (B) each of the documents listed in Part C (Confirmations and amendments for Onshore Security) and Part D (Onshore Cash Collateral Account) of Schedule 3 (Effective Time Documents) is in execution form; (C) each of the documents listed in Part E (Fee Letters) and Part F (Services and Right to Use Direct Agreement Agency Transfer Notice) of Schedule 3 (Effective Time Documents) is in execution form; (1) the Onshore Cash Collateral Account will be opened on the Effective Date promptly after the Effective Time; and (2) the balance standing to the credit of the Onshore Cash Collateral Account is, or will promptly upon the Effective Date be, not less than the Onshore Cash Collateral Minimum Balance, where the Retiring Agent will be deemed to be satisfied with this paragraph (D) when it receives from the Continuing Lender or the Borrower a copy of a letter signed by the Borrower and the Continuing Lender prior to the Effective Time referring to this paragraph (D); and (E) each of the Legal Opinions For Effective Time Documents are in final agreed form and ready to be issued by the relevant legal advisors promptly following the Effective Time; and (iii) has confirmed that it will make the relevant Prepayment to each Lender in full on the Effective Date, and provided that the aggregate principal amount of the Term Loan Facility Loan that will remain outstanding is not less than HKD 1,000,000, the Facilities Agreement shall be amended and restated so that it shall be read and construed for all purposes as set out in Schedule 5 (Amended and Restated Facilities Agreement) and all references in the Amended and Restated Facilities Agreement to “this Agreement” shall include this Agreement and, on and from that time, the Commitments and outstanding participations in Loans of the Continuing Lender (and the respective rights and obligations of the Continuing Parties and the Retiring Agent as between each other in respect of the same) were as set out in Schedule 6 (Commitments and Loans). (c) The Continuing Parties and the Retiring Agent agree that at the Effective Time the Continuing Lender’s participation in the principal amount of the Term Loan Facility Loan constituting the Reserved Amount shall be re-designated as the Facility A Loan under the Amended and Restatement Facilities Agreement and acknowledge that such re-designation and the amendment of the terms thereof do not constitute a prepayment of any amount in respect of that participation and loan.