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EXHIBIT 10(a)
THIRD AMENDMENT TO
REVOLVING CREDIT AGREEMENT
This Third Amendment to the Revolving Credit Agreement, dated as of February
17, 1996 is made by and between The Provider Bank (the "Bank"), an Ohio banking
corporation, doing business at Xxx Xxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxx 00000,
and Max & Erma's Restaurants, Inc. (the "Borrower"), a Delaware corporation,
doing business at 0000 Xxxxxxxxx Xxxxx, Xxxxxxxx, Xxxx, 00000.
W I T N E S S E T H
WHEREAS, the parties hereto have previously entered into that certain Revolving
Credit Agreement dated as of October 25, 1993, which was first amended on
January 17, 1994, and amended the second time on August 25, 1995, (hereinafter
the "RCA"), whereby the Bank made certain loans to Borrower;
WHEREAS, the parties wish to further amend the RCA to provide for changes in
covenants and certain other provisions;
NOW, THEREFORE, in consideration of the premises and the mutual promises
contained herein, the parties hereto agree as follows:
1. The ratio referred to in the last line of Section 6.2 (c) shall be amended
to read "1.25 to 1.
2. Within the Definitions contained in Section 9, the definition of "Fixed
Charges" shall be deleted in its entirety and the following inserted in its
place:
"FIXED CHARGES" shall mean, for any period, the sum of (a) one fifth of
the Indebtedness owing the Bank plus (b) the amount of all Indebtedness
(exclusive of Indebtedness owing the Bank) which is or should be classified as
a Current Liability plus (c) rental expense incurred during such period with
respect to non-capitalized leases, all of which shall be determined in
accordance with generally accepted accounting principals consistently applied.
3. Item (d) within the Definition of "Income Available for Fixed Charges"
contained in Section 9, will be modified to read, "$25,000 times the number of
restaurant locations which the Company operates at the date of calculation".
IN WITNESS WHEREOF, the parties have executed this Second Amendment to the
Revolving Credit Agreement as of the date first set forth above.
MAX & ERMA'S RESTAURANTS, INC. THE PROVIDENT BANK
By: /s/ Xxxxxxx X. Xxxxxxx, Xx By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxx, Xx Xxxxxxx X. Xxxxxxxx
Executive Vice President Regional Vice President
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