1
EXHIBIT 10(b)
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "Third Amendment") is
made and entered into as of this 3rd day of March, 2000 by and among RARE
HOSPITALITY INTERNATIONAL, INC., a corporation organized under the laws of
Georgia (the "Borrower"), the Lenders who are or may become a party to the
Credit Agreement referred to below, FIRST UNION NATIONAL, as Administrative
Agent for the Lenders (the "Administrative Agent) and BANKBOSTON, N.A. and FLEET
NATIONAL BANK, as Co-Agents (collectively, the "Co-Agents").
Statement of Purpose
The Lenders agreed to extend certain extensions of credit to the
Borrower pursuant to the Amended and Restated Credit Agreement dated as of
August 26, 1998 by and among the Borrower, the Lenders, the Administrative Agent
and the Co-Agents (as amended by the First Amendment to Credit Agreement dated
as of December 31, 1998, the Second Amendment to Credit Agreement dated as of
November 4, 1999 and as further amended or supplemented from time to time, the
"Credit Agreement").
The parties now desire to amend the Credit Agreement in certain
respects, all on the terms and conditions set forth below.
NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. Effect of Amendments. Except as expressly amended hereby, the
Credit Agreement and Loan Documents shall be and remain in full force and
effect.
2. Capitalized Terms. All capitalized undefined terms used in
this Third Amendment shall have the meanings assigned thereto in the Credit
Agreement.
3. Modification of Credit Agreement. The Credit Agreement is
hereby amended as follows:
(a) Section 9.4 of the Credit Agreement is hereby amended by
inserting the following sentence at the end thereof:
"Notwithstanding anything to the contrary set forth herein, each of the
amounts set forth in the chart above shall be reduced by an amount
equal to the amount of cash and cash equivalents used by the Borrower
in connection with stock repurchases and redemptions permitted pursuant
to Section 10.7(d) below."
(b) Section 10.7(d) of the Credit Agreement is hereby deleted in
its entirety and the following Section 10.7(d) shall be substituted in lieu
thereof:
"(d) the Borrower may purchase, redeem, retire or
otherwise acquire shares of its capital stock in an aggregate amount
not to exceed $25,000,000 for the period from and including the date of
the Second Amendment through and including the Revolving Credit
Termination Date (plus, up to $10,000,000 of the Net Cash Proceeds
received by the Borrower or any of its Subsidiaries prior to the
Conversion Date from any sale of assets permitted pursuant to Section
10.6(f) above); and"
4. Representations and Warranties/No Default. By its execution
hereof, the Borrower hereby certifies that (giving effect to this Third
Amendment) each of the representations and warranties set forth in the Credit
Agreement and the other Loan Documents is true and correct in all material
respects as of the date hereof as if fully set forth herein, except to the
extent that such representations and warranties expressly relate to an earlier
date (in which
2
case such representations and warranties shall have been true and correct in all
material respects on and as of such earlier date), and that as of the date
hereof no Default or Event of Default has occurred and is continuing.
5. Expenses. The Borrower shall pay all reasonable out-of-pocket
expenses of the Administrative Agent in connection with the preparation,
execution and delivery of this Third Amendment, including without limitation,
the reasonable fees and disbursements of counsel for the Administrative Agent.
6. Governing Law. This Third Amendment shall be governed by and
construed in accordance with the laws of the State of North Carolina.
7. Counterparts. This Third Amendment may be executed in separate
counterparts, each of which when executed and delivered is an original but all
of which taken together constitute one and the same instrument.
2
3
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment
to be duly executed as of the date and year first above written.
[CORPORATE SEAL] RARE HOSPITALITY INTERNATIONAL, INC.
By:
------------------------------------
Name:
----------------------------------
Title:
----------------------------------
FIRST UNION NATIONAL BANK,
as Administrative Agent, Lender, Swingline Lender
and Issuing Lender
By:
----------------------------------------
Name:
--------------------------------
Title:
-------------------------------
BANKBOSTON, N.A., as Co-Agent and as Lender
By:
----------------------------------------
Name:
--------------------------------
Title:
-------------------------------
FLEET NATIONAL BANK, as Co-Agent and as
Lender
By:
----------------------------------------
Name:
--------------------------------
Title:
-------------------------------
SOUTHTRUST BANK, N.A., as Lender
By:
----------------------------------------
Name:
--------------------------------
Title:
-------------------------------
THE FUJI BANK, LIMITED, as Lender
By:
----------------------------------------
Name:
--------------------------------
Title:
-------------------------------
WACHOVIA BANK, N.A., as Lender
By:
----------------------------------------
Name:
--------------------------------
Title:
-------------------------------
