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EXHIBIT 10(c)
SECOND AMENDMENT TO LINE OF CREDIT AGREEMENT
THIS SECOND AMENDMENT TO LINE OF CREDIT AGREEMENT (this "Second
Amendment") is made and entered into as of this 27th day of March, 1998 by and
among RARE HOSPITALITY INTERNATIONAL, INC. (formerly known as Longhorn Steaks,
Inc.), a corporation organized under the laws of Georgia (the "Borrower"), and
FIRST UNION NATIONAL BANK (formerly known as First Union National Bank of
Georgia), as Lenders (the "Lender").
Statement of Purpose
The Lender agreed to extend certain Loans to the Borrower pursuant to
the Line of Credit Agreement dated as of December 18, 1996 by and among the
Borrower and the Lender, as amended by the First Amendment to Line of Credit
Agreement dated as of November 6, 1997 (as so amended and as further amended or
supplemented from time to time, the "Line of Credit Agreement").
The parties now desire to amend the Line of Credit Agreement in certain
respects 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 Amendment. Except as expressly amended hereby, the Line of
Credit Agreement and Loan Documents shall be and remain in full force and
effect.
2. Capitalized Terms. All capitalized undefined terms used in this
Second Amendment shall have the meanings assigned thereto in the Line of Credit
Agreement.
3. Modification of Line of Credit Agreement. The Line of Credit
Agreement is hereby amended as follows:
(a) The definition of "Revolving Credit Agreement" in Section 1.1 of
the Line of Credit Agreement is hereby deleted in its entirety and the following
definition shall be substituted in lieu thereof (such amendment to be effective
as of the date hereof):
" `Revolving Credit Agreement' means the credit agreement of even date
herewith (as amended, restated, supplemented or otherwise modified from
time to time), by and among Rare Hospitality International, Inc.
(formerly known as Longhorn Steaks, Inc.) and certain Subsidiaries
thereof listed on the signature pages thereto, as Borrowers, the
lenders referred to therein, and First Union National Bank (formerly
known as First Union National Bank of Georgia), as Agent for the
lenders."
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(b) The definition of "Termination Date" in Section 1.1 of the Line of
Credit Agreement is hereby deleted in its entirely and the following definition
shall be substituted in lieu thereof (such amendment to be effective as of
December 1, 1997):
" `Termination Date' means September 1, 1998."
4. Representations and Warranties/No Default. By its execution hereof,
the Borrower hereby certifies that (giving effect to this Second Amendment): (i)
each of the representations and warranties set forth in the Line of 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 case such representations and warranties shall have been true and
correct in all material respects on and as of such earlier date), and (ii) 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 Lender in connection with the preparation, execution and
delivery of this Second Amendment, including without limitation, the reasonable
fees and disbursements of counsel for the Lender.
6. Governing Law. This Second Amendment shall be governed by and
construed in accordance with the laws of the State of North Carolina.
7. Counterparts. This Second 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.
8. Fax Transmission. A facsimile, telecopy or other reproduction of
this Second Amendment may be executed by one or more parties hereto, and an
executed copy of this Second Amendment may be delivered by one or more parties
hereto by facsimile or similar instantaneous electronic transmission device
pursuant to which the signature of or on behalf of such party can be seen, and
such execution and delivery shall be considered valid, binding and effective for
all purposes. At the request of any party hereto, all parties hereto agree to
execute an original of this Second Amendment as well as any facsimile, telecopy
or other reproduction hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed as of the date and year first above written.
[CORPORATE SEAL] RARE HOSPITALITY INTERNATIONAL, INC.
By: /s/ W. Xxxxxxx Xxxx
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Name: W. Xxxxxxx Xxxx
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Title: CFO
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FIRST UNION NATIONAL BANK, as
Agent and Lender
By: /s/ Xxxxx X. Xxxxxxxx
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Name: Xxxxx X. Xxxxxxxx
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Title: Senior Vice President
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