1
EXHIBIT 10.19
SECOND AMENDMENT TO LOAN AGREEMENT
DATED MAY 30, 1996
BETWEEN
OUTBACK STEAKHOUSE, INC.
AND
XXXXXXX BANK OF TAMPA
2
SECOND AMENDMENT TO LOAN AGREEMENT
THIS SECOND AMENDMENT TO LOAN AGREEMENT ("this Agreement") dated as of
the 30th day of May, 1996, is made and executed by and between XXXXXXX BANK OF
TAMPA, a state chartered bank, and its successors and assigns (collectively, the
"Bank"), and OUTBACK STEAKHOUSE, INC., a Delaware corporation (the "Borrower").
BACKGROUND
A. On or about September 14, 1994, the Bank and the Borrower made
and executed certain Loan Agreement (as from time to time modified and amended,
the "Loan Agreement") relating to a $35,000,000.00 revolving line of credit (the
"Facility"), replacing in its entirety the "Prior Loan Agreement" as defined in
the Preamble to the Loan Agreement.
B. Effective as of August 14, 1995, the Facility was further
increased at Borrower's request from $35,000,000.00 to $50,000,000.00, pursuant
to the terms and provisions of a certain First Amendment to Loan Agreement dated
as of even date therewith.
C. Borrower has requested that the Facility be further increased
from $50,000,000.00 to $75,000,000.00, and the Bank is willing to do so upon the
terms and conditions set forth in the Loan Agreement.
D. To evidence the Facility, as increased, the Borrower has of
even date herewith executed and delivered to the Bank a certain Second Amended
and Restated Revolving Promissory Note in the principal amount of $75,000,000.00
(the "Second Restated Note"), which Second Restated Note amends, restates,
increases and replaces that certain Amended and Restated Revolving Promissory
Note dated August 14, 1995, executed by the Borrower in favor of the Bank in the
principal amount of $50,000,000.00 (the "First Restated Note").
X. Xxxxxxx Bank and Borrower now desire to amend the Loan
Agreement as hereinafter set forth.
NOW, THEREFORE, for and in consideration of the premises, the mutual
covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Bank and the Borrower hereby agree that the Loan Agreement is amended as
follows:
OPERATIVE PROVISIONS
1. The recitals of fact set forth above (the "Background") are
true and correct.
2. All capitalized terms used herein but not otherwise defined
herein shall have the
3
meanings ascribed to such terms in the Loan Agreement or the First Amendment,
or, if any such term is not defined in the Loan Agreement or First Amendment,
then such term shall have the meaning ascribed to such term herein.
3. Subsections 1.2.10, 1.2.26, 1.2.27 and 1.2.34 contained in the
Loan Agreement are hereby deleted in their entirety and the following
substituted therefor:
1.2.10 "Commitment Period" shall mean the period from and
including the date of the Loan Agreement to but not including June 30,
1999, or such earlier date as the Commitment shall terminate as
provided herein.
1.2.26 "Maximum Facility Commitment" shall mean Seventy Five
Million Dollars ($75,000,000.00).
1.2.27 "Note" shall mean, in all instances, the Second
Restated Note, as defined in the preamble of this Agreement.
4. Article 1 is hereby amended by the inclusion of the following
Section 1.2.33(a):
1.2.33(a) "Prior Loan" shall mean that certain revolving line
of credit extended by Bank to Borrower pursuant to that certain Second
Amended and Restated Loan Agreement dated as of August 14, 1995, as
amended by First Amendment to Second Amended and Restated Loan
Agreement executed by Borrower and Bank as of even date herewith, and
the note or notes from time to time evidencing such revolving loan.
5. All references in the Loan Agreement to the $50-Million Loan
and/or the $50-Million Loan Agreement shall be deemed to refer, in all
instances, respectively to the $75-Million Loan and/or the $75-Million Loan
Agreement, as applicable.
6. Sections 4.14 and 4.16 contained in the Loan Agreement are
hereby deleted in their entirety and the following substituted therefore:
4.14 Consolidated Tangible Net Worth. Maintain the Borrower's
Consolidated Tangible Net Worth in an amount not less than (i)
$250,000,000.00 for the Borrower's fiscal year ending in 1996, (ii)
$300,000,000.00 for the Borrower's fiscal year ending in 1997, and
(iii) $375,000,000.00 for the Borrower's fiscal year ending in 1998;
Compliance with the foregoing Consolidated Tangible Net Worth covenant
shall be measured as of the end of each fiscal year.
4.16 Maximum Capital Expenditures. Not expend for all capital
expenditures, excluding pre-opening costs, in excess of (i)
$165,000,000.00 for the Borrower's fiscal year ending in 1996, (ii)
$190,000,000.00 for the Borrower's fiscal year ending in 1997, and
(iii) $210,000,000.00 for the Borrower's fiscal year ending in 1998.
Compliance with the
2.
4
foregoing covenant shall be measured as of the end of each fiscal year.
7. Section 4.17 of Article 4 is hereby amended and restated in
its entirety, as follows:
4.17 Maximum Debt to EBITDA Ratio. The Borrower will maintain
its EBITDA Ratio at a maximum of 1.50:1.00 as of the end of each
quarter during the term of this Agreement. For the purpose of this
Agreement "Debt to EBITDA Ratio" shall mean (i) the Borrower's total
liabilities, including interests of minority partners in consolidated
partnerships, less deferred tax liabilities and subordinated debt, as
disclosed on the balance sheet of Borrower at any particular date,
divided by (ii) earnings before interest, taxes, depreciation and
amortization ("EBITDA"), for the preceding twelve-month period, ending
on the test date.
8. Exhibit "F" to the Loan Agreement is hereby deleted and
Exhibit "F" attached hereto is substituted therefor.
9. Except as expressly modified hereby, the Loan Agreement and
all other documents executed in connection with the Loan, except the Second
Restated Note, remain unchanged and in full force and effect and are hereby
ratified and reconfirmed by the Borrower. The Borrower certifies and confirms to
the Bank that all representations and warranties set forth in the Loan Agreement
are true and correct as of the date hereof.
IN WITNESS WHEREOF, the Borrower and the Bank have cause this Agreement
to be duly executed under seal by their duly authorized officers, all as of the
day and year first above written.
WITNESSES: OUTBACK STEAKHOUSE, INC., a Delaware
corporation
/s/ Xxxxxx Xxxxx By: /s/ Xxxxxx X. Xxxxxxx
----------------------------- ----------------------------------
Name: Xxxxxx X. Xxxxxxx
/s/ Xxxxxxx Xxxxxx Title: Senior Vice President
-----------------------------
As to Borrower
(Corporate Seal)
"BORROWER"
3.
5
XXXXXXX BANK OF TAMPA, a state
chartered bank
/s/ Xxxxxx Xxxxx By: /s/ Xxxx X. Xxxxxxxxxxx
----------------------------- ----------------------------------
Name: Xxxx X. Xxxxxxxxxxx
/s/ Xxxxxxx Xxxxxx Title: Senior Vice President
-----------------------------
As to Bank
"BANK"
4.
6
EXHIBIT "F"
OFFICER'S CERTIFICATE REGARDING FINANCIAL STATEMENTS
The undersigned officer hereby certifies that the (annual) (quarterly)
financial statements included in the attached (10K) (10Q) fairly present the
financial conditions of the Borrower in accordance with GAAP and all material
matters which would be required to be recognized and disclosed under GAAP have
been recognized and disclosed. No Event of Default exists on the date hereof,
nor has a default described in the Loan Agreement occurred which, with the
passage of time or the giving of notice, or both, would constitute and Event of
Default. The Borrower is not in default or violation of any of the terms and
conditions of the $75 Million Loan Agreement or the Prior Laon Agreement (as
defined in the Loan Agreement).
Attached hereto are accurate and correct calculations indicating
compliance with Sections 4.14 through 4.17 of the $75 Million Loan Agreement or
Sections 4.14 through 4.17 of the Prior Loan Agreement.
Date:_________________, 199__ ______________________________
Xxxxxx X. Xxxxxxx
Chief Financial Officer
7
COMPLIANCE WITH SECTION 4.14 THROUGH 4.17
1. Compliance with Section 4.14: (Annually)
a. Consolidated Stockholder Equity $_________________
less b. Goodwill and Other Intangible Assets $_________________
CONSOLIDATED TANGIBLE NET WORTH $_________________
2. Compliance with Section 4.15: (Quarterly)
Total Liabilities $_________________
_______________________________________________ = _______:_________
Consolidated Tangible LEVERAGE RATIO
Net Worth $_________________
3. Compliance with Section 4.16: (Annually)
Fiscal Year Capital Expenditures
(excluding pre-opening costs) $_________________
CAPITAL EXPENDITURES
4. Compliance with Section 4.17: (Quarterly)
Total Liabilities Less Subord.
Debt & Deferred Tax Liabil. $________________
_______________________________________________ = _______:_________
Earnings Before Interest, Taxes DEBT TO EBITDA RATIO
Deprec. & Amortization $________________
