EXHIBIT 10.58
FIRST AMENDMENT
TO
AMENDED AND RESTATED
CREDIT AGREEMENT
This FIRST AMENDMENT, dated as of October 1, 1999 (this "Amendment") to
that certain Amended and Restated Credit Agreement dated as of October 15, 1998
(the "Credit Agreement"; capitalized terms used herein without definition shall
have the meanings given those terms in the Credit Agreement), is entered into by
and among AFC ENTERPRISES, INC., a Minnesota corporation ("Company"), XXXXXXX
XXXXX CREDIT PARTNERS L.P. ("GSCP"), as Lead Arranger (in such capacity, "Lead
Arranger") and as syndication agent (in such capacity, "Syndication Agent"),
CANADIAN IMPERIAL BANK OF COMMERCE, acting through its New York Agency ("CIBC"),
as administrative agent (in such capacity, "Administrative Agent"), THE
FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES THEREOF (each a "Lender"
and collectively "Lenders"), and THE SUBSIDIARY GUARANTORS LISTED ON THE
SIGNATURE PAGES HERETO (each a "Subsidiary Guarantor" and collectively the
"Subsidiary Guarantors").
RECITALS:
WHEREAS, Company desires to amend the Credit Agreement in order to (i)
provide for supplemental Tranche B Term Loans in an aggregate principal amount
of $25,000,000, (ii) obtain the consent of Requisite Lenders to borrow
additional Tranche B Term Loans under the Credit Agreement in an aggregate
principal amount of $25,000,000, and (iii) make certain other amendments to the
Credit Agreement; and
WHEREAS, in connection with the foregoing, Requisite Lenders and each
Lender providing a Supplemental Tranche B Term Loan (as hereinafter defined)
have agreed to amend the Credit Agreement on the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, Company, Requisite Lenders, each
person providing a Supplemental Tranche B Term Loan, Lead Arranger, Syndication
Agent, Administrative Agent and the Subsidiary Guarantors agree as follows:
1. AMENDMENTS TO CREDIT AGREEMENT
(1) Definitions: Subsection 1.1 of the Credit Agreement is
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hereby amended by deleting the definitions of "Permitted
Foreign Joint Venture Investment", "Tranche B Term Loan
Commitment", "Tranche B Term Loans" and "Tranche B Term
Notes" in their entirety and substituting the following
therefor (both in Subsection 1.1 and as used in other
provisions of the Credit Agreement and the other Loan
Documents):
"Permitted Joint Venture Investment" means one or more Investments by
Company in Joint Ventures; provided that, (i) each such Joint Venture interest
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of Company shall be at least 10% of the total Joint Venture interests of each
such Joint Venture, (ii) the aggregate Investments by Company in all such Joint
Ventures shall not exceed $30,000,000 and the aggregate Investments made by
Company in all such Joint Ventures in any Fiscal Year shall not exceed
$10,000,000, and (iii) the businesses of each such Joint Venture shall consist
of the development and operation of any business which may be conducted by the
Company hereunder.
"Tranche B Term Loan Commitment" means the commitment of a Lender to make a
Tranche B Term Loan to Company pursuant to subsection 2.1A (iii) or (vi); and
"Tranche B Term Loan Commitments" means such commitments of all Lenders in the
aggregate".
"Tranche B Term Loans'' means the Loans made by Lenders to Company pursuant
to subsection 2.1A(iii) (including the Existing Tranche B Term Loans and the
Supplemental Tranche B Term Loans) and Additional Tranche B Term Loans, if any,
made by Lenders pursuant to subsection 2.1A(vi).
"Tranche B Term Notes" means (i) the promissory notes of Company issued
pursuant to subsection 2.1E and/or 2.1A(vi) and (ii) any promissory notes issued
by Company pursuant to the last sentence of subsection 9.1B(i) in connection
with assignments of the Tranche B Term Loan Commitments or Tranche B Term Loans
of any Lenders, in each case substantially in the form of Exhibit IV-E annexed
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hereto, as they may be amended, restated, supplemented or otherwise modified
from time to time.
Subsection 1.1 of the Credit Agreement is hereby further amended by
inserting each of the following definitions in the appropriate alphabetical
order:
"Additional Tranche B Term Loans" has the meaning assigned to that term in
subsection 2.1A.
"Additional Tranche B Term Loan Commitments" has the meaning assigned for
that term in subsection 2.1A.
"Additional Tranche B Term Loan Lender" has the meaning assigned to that
term in subsection 2.1A.
"Existing Tranche B Term Loans" means such Tranche B Term Loans made
Lenders on the Effective Date pursuant to subsection 2.1A(iii)(a).
"First Amendment'' means First Amendment, dated as of September __, 1999,
to the Existing Credit Agreement, by and among Company, the Lenders party
thereto, Administrative Agent, Lead Arranger and Syndication Agent and the
Subsidiary Guarantors party thereto.
"First Amendment Closing Date" means the "First Amendment Closing Date", as
such term is defined in First Amendment.
"Increased Amount Date" has the meaning assigned to that term in subsection
2.1A(vi).
"Supplemental Tranche B Term Loan" means each Tranche B Term Loan made on
the First Amendment Closing Date pursuant to subsection 2.1A(iii)(b).
"Supplemental Tranche B Term Loan Commitment" means the commitment of a
Lender to make a supplemental Tranche B Term Loan pursuant to subsection
2.1A(iii)(b).
Subsection 1.1 of the Credit Agreement is hereby further amended by adding
the following parenthetical at the conclusion of clause (iii) of the definition
of Pro Rata Share:
"(giving effect, as appropriate, to any appropriate distinctions
between Existing Tranche B Term Loans, Supplemental Tranche B Term
Loans and Additional Tranche B Term Loans, if any)"
(2) Acquisition Loans: Subsection 2.1A.(ii) of the Credit
Agreement is hereby amended by deleting the references to
the "third anniversary of the Closing Date" contained
therein and substituting the "fourth anniversary of the
Closing Date" therefor.
(3) Tranche B Term Loans: Subsection 2.1A(iii) of the Credit
Agreement is hereby deleted in its entirety and the
following substituted therefor:
"(iii) Tranche B Term Loans.
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(a) On the Effective Date, each Lender then holding a
Tranche B Term Loan Commitment as of such date made a
Tranche B Term Loan in an amount equal to such Lender's
Tranche B Term Loan Commitment as set forth in Schedule
A to this Agreement.
(b) On the First Amendment Closing Date, each Lender
holding a Supplemental Tranche B Term Loan Commitment
severally agrees to lend to Company an aggregate amount
not exceeding its Pro Rata Share of the aggregate
amount of the Supplemental Tranche B Term Loan
Commitments for the purposes identified in subsection
2.5C. The amount of each Lender's Supplemental Tranche
B Term Loan Commitment is set forth on Schedule A to
the First Amendment and the aggregate amount of
Supplemental Tranche B Term Loan Commitments is
$25,000,000; provided that the Supplemental Tranche B
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Term Loan Commitments of Lenders shall be adjusted to
give effect to any assignments of the Supplemental
Tranche B Term Loan Commitments pursuant to subsection
10.1B. Each Lender's Supplemental Tranche B Term Loan
Commitment shall expire immediately and without further
action on the First Amendment Closing Date if
the Supplemental Tranche B Term Loans are not made on
or before that date. Company may make only one
borrowing under the Supplemental Tranche B Term Loan
Commitments.
Any amount borrowed under this Subsection 2.1A.(iii) and subsequently
repaid or prepaid may not be reborrowed."
(4) Additional Tranche B Term Loans: Subsection 2.1A of the
Credit Agreement is hereby amended by adding a new
subdivision (vi) at the conclusion thereof as follows:
"(vi) Increased Amounts. Company may by written notice to Lead
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Arranger, Administrative Agent and Lenders elect to request that one
or more Lenders or other persons that are Eligible Assignees provide
additional Tranche B Term Loan Commitments ("Additional Tranche B Term
Loan Commitments"), by an amount not in excess of $25,000,000 in the
aggregate and not less than $5,000,000 individually and integral
multiples of $5,000,000 in excess of that amount. Each such notice
shall specify (A) the date (each, an "Increased Amount Date") on which
Company proposes that any Additional Tranche B Term Loan Commitments
shall be effective and that Tranche B Term Loans provided pursuant
thereto (collectively, "Additional Tranche B Term Loans") shall be
made, and (B) the identity of each Lender or other Person that is an
Eligible Assignee (each, an "Additional Tranche B Term Loan Lender")
to whom Company proposes any portion of such Additional Tranche B Term
Loan Commitments be allocated and the amounts of such allocations;
provided (x) any Lender may decline, in its sole discretion, to
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provide an Additional Tranche B Term Loan Commitment and (y) Lead
Arranger shall be given the first opportunity to (but shall not be
obligated to) arrange any such proposed Additional Tranche B Term Loan
Commitment on terms and conditions to be agreed between the Lead
Arranger and Company. Such Additional Tranche B Term Loan Commitments
shall become effective and the related Additional Tranche B Term Loans
shall be made, as of such Increased Amount Date; provided (1) no
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Default or Event of Default shall exist on such Increased Amount Date
before or after giving effect to the making of such Additional Tranche
B Term Loan and, after giving effect to the making of such Additional
Tranche B Term Loans, Company shall be in compliance, on a Pro Forma
Basis, with the requirements of subsection 7.6D as of the last day of
the fiscal quarter most recently ended; (2) both before and after
giving effect to the making of such Additional Tranche B Term Loans,
each of the conditions set forth in subsection 4.3 shall be satisfied;
(3) each Additional Tranche B Term Loan Commitment and Additional
Tranche B Term Loan shall be effected pursuant to one or more joinder
agreements, in each case in form and substance reasonably satisfactory
to Lead Arranger and Administrative Agent, and recorded in the
Register; and (4) Company shall deliver, or cause to be delivered,
Tranche B Term Notes for each of the Additional Tranche B Term Loan
Lenders making Additional Tranche B Term Loans, together with any
legal opinions or other documents reasonably requested by Lead
Arranger or Administrative Agent in connection with any such
transaction. On each Increased Amount Date, subject to the
satisfaction of the foregoing terms and conditions, (i) each
Additional Tranche B Term Loan Lender shall make an Additional Tranche
B Term Loan to Company in an
amount equal to its Additional Tranche B Term Loan Commitment, (ii)
each Additional Tranche B Term Loan so made shall be deemed a Tranche
B Term Loan hereunder, and (iii) each Additional Tranche B Term Loan
Lender shall become a Lender hereunder with respect thereto. The
Administrative Agent shall notify the Lenders promptly upon receipt of
Company's notice of each Increased Amount Date and the related
Additional Tranche B Term Loan Commitments and the terms thereof.
Notwithstanding anything contained herein to the contrary, the
Applicable Base Rate Margins and Applicable Eurodollar Rate Margins
applicable to any Additional Tranche B Term Loan shall be determined
by Company and the Additional Tranche B Term Loan Lenders."
(5) Commitment Fees: Subsection 2.3A(i) of the Credit Agreement
is hereby amended by deleting the reference to the "third
anniversary of the Closing Date" contained therein and
substituting the "fourth anniversary of the Closing Date"
therefor.
(6) Use of Proceeds: Subsection 2.5C. of the Credit Agreement
is hereby deleted in its entirety and the following
substituted therefor:
"C. Tranche B Term Loans. The proceeds of the Existing Tranche B
Term Loans shall be applied by Company to finance the Cinnabon Acquisition
and to pay Transaction Costs. The proceeds of the Supplemental Tranche B
Term Loans may be used for working capital and general corporate purposes
(including, without limitation, for purposes of making expenditures
permitted under Subsection 7.5 and repayments of outstanding Revolving
Loans and/or outstanding Acquisition Loans, it being understood that
subsequent reborrowings of such amounts so prepaid may be used for the
purposes described in this sentence). The proceeds of Additional Tranche B
Term Loans, if any, shall be used for working capital and general corporate
purposes."
(7) Amortization of Acquisition Loans: Subsection 2.4A.(i) of
the Credit Agreement is hereby deleted in its entirety and
the following substituted therefor:
"(i) Scheduled Payments of Acquisition Loans. Company shall make
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principal payments on the Acquisition Loans in installments on the dates
and in amounts equal to the percentage of the aggregate amount of the
Acquisition Loans outstanding on the fourth anniversary of the Closing
Date, as set forth below:
SCHEDULED REPAYMENTS
DATE OF ACQUISITION LOANS
=================================================
September 30, 2001 15.0%
December 31, 2001 15.0%
March 31, 2002 20.0%
=================================================
June 30, 2002 50.0%
=================================================
; provided that the scheduled installments of principal of the Acquisition
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Loans provided for above shall be reduced in connection with any voluntary
or mandatory prepayments of the Acquisition Loans in accordance with
subsection 2.4B(iv); and provided further, that the Acquisition Loans and
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all other amounts owed hereunder with respect to the Acquisition Loans
shall be paid in full no later than June 30, 2002 with respect thereto and
the final installment payable by Company in respect of the Acquisition
Loans on such date shall be in an amount, if such amount is different from
that provided for above, sufficient to repay all amounts owing by Company
under this Agreement with respect to the Acquisition Loans."
(8) Amortization of Tranche B Term Loans: Subsection 2.4A.(iii)
of the Credit Agreement is hereby deleted in its entirety
and the following substituted therefor:
"(iii) Scheduled Payments of Tranche B Term Loans. Company shall
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make principal payments on the Existing Tranche B Term Loans and,
commencing December 31, 1999 the Supplemental Tranche B Term Loans in
installments on the dates and in the amounts set forth below:
SCHEDULED
REPAYMENT OF
DATE TRANCHE B TERM LOANS
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December 31, 1998 $ 125,000
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March 31, 1999 $ 125,000
June 30, 1999 $ 125,000
September 30, 1999 $ 125,000
December 31, 1999 $ 187,500
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March 31, 2000 $ 187,500
June 30, 2000 $ 187,500
September 30, 2000 $ 187,500
December 31, 2000 $ 187,500
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March 31, 2001 $ 187,500
June 30, 2001 $ 187,500
September 30, 2001 $ 187,500
December 31, 2001 $ 187,500
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March 31, 2002 $ 187,500
June 30, 2002 $ 187,500
September 30, 2002 $ 5,625,000
December 31, 2002 $ 5,625,000
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March 31, 2003 $ 5,625,000
June 30, 2003 $ 5,625,000
September 30, 2003 $ 5,625,000
December 31, 2003 $ 5,625,000
--------------------------------------------------
March 31, 2004 $ 5,625,000
June 30, 2004 $33,062,500
==================================================
; provided that, with respect to Additional Tranche B Term Loans, if any,
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such Loans shall be repaid on each of the dates set forth above occurring
after the Increased Amount Date, in an amount equal to a portion of such
Additional Tranche B Term Loans, equal to
the ratio of (y) the amount the Existing Tranche B Term Loans and
Supplemental Tranche B Term Loans being repaid on such date and (z) the
total aggregate amount of such Existing Tranche B Term Loans and
Supplemental Tranche B Term Loans outstanding on the applicable Increased
Amount Date, provided further that the scheduled installments of principal
of the Tranche B Term Loans set forth above shall be reduced in connection
with any voluntary or mandatory prepayments of the Tranche B Term Loans in
accordance with subsection 2.4C; and provided further that the
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Tranche B Term Loans and all other amounts owed hereunder with
respect to the Tranche B Term Loans shall be paid in full no later than
June 30, 2004, and the final installment payable by Company in respect of
the Tranche B Term Loans on such date shall be in an amount, if such amount
is different from that specified above, sufficient to repay all amounts
owing by Company under this Agreement with respect to the Tranche B Term
Loans."
(9) Certain Investments: Subsection 7.3(v) of the Credit
Agreement is hereby deleted in its entirety and the
following substituted therefor:
"(v) Company may make extensions of credit or otherwise provide
credit support to franchisees in respect of the deferral of royalty
payments, rental payments, taxes, equipment sales, financing of restaurant
properties, franchise agreements and development or territory agreements of
such franchisees, provided that the aggregate amount of such credit
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extensions and credit support to franchisees created after the Closing Date
shall at no time be outstanding in an amount greater than $4,000,000 to any
franchisee or, inclusive of other Contingent Obligations permitted under
Subsection 7.4(vi), $25,000,000 in the aggregate."
Subsection 7.3 (xi) of the Credit Agreement is hereby deleted in its
entirety and the following substituted therefor:
"(xi) Company may make and own Permitted Joint Venture Investments;
and"
(10) Contingent Obligations: Subsection 7.4 (vi) of the Credit
Agreement is hereby amended by deleting the sum "$5,000,000"
from the end of such subsection and substituting the
following therefor:
"$25,000,000 less the aggregate amount of outstanding credit
----
extensions and credit support to franchisees permitted under Subsection
7.3(v);"
(11) Certain Restricted Junior Payments: Subsection 7.5 of the
Credit Agreement is hereby amended by adding the following
additional clause (iv) at the conclusion thereof:
"and (iv) so long as no Potential Event of Default or Event of Default
shall have occurred and be continuing Company may repurchase or prepay
Unsecured Subordinated Notes in an aggregate principal amount not to exceed
$25,000,000; provided that, after giving effect to each such repurchase or
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prepayment, Company shall be in compliance, on a Pro Forma Basis with the
provisions of subsection 7.6D."
2. SUPPLEMENTAL TRANCHE B TERM LOANS
Subject to the terms and conditions of the Credit Agreement as amended
hereby, each Supplemental Tranche B Term Loan Lender identified on the signature
pages to this Amendment agrees to make a Supplemental Tranche B Term Loan to
Company in an amount equal to such Lender's Supplemental Tranche B Term Loan
Commitment.
3. CONDITIONS PRECEDENT
a. The effectiveness of the amendments and other provisions set forth at
Sections 1 and 2 hereof, are subject to the satisfaction of the
following conditions on or before the date hereof (the "First
Amendment Closing Date"):
(1) Administrative Agent shall have received sufficient copies
of this Amendment, originally executed and delivered by (i)
each Loan Party, (ii) Requisite Lenders (which shall include
holders of 51% of the aggregate principal amount of the
Acquisition Loan Exposure and 51% of the outstanding
Existing Tranche B Term Loans), and (iii) each Supplemental
Tranche B Term Loan Lender.
(2) All corporate and other proceedings taken or to be taken in
connection with the making of the Supplemental Tranche B
Term Loans as of the First Amendment Closing Date and all
documents incidental thereto shall be satisfactory in form
and substance to Lead Arranger and Administrative Agent, and
Lead Arranger and Administrative Agent shall have received
counter-part originals or certified copies of such documents
as either may reasonably request, including, without
limitation, (i) resolutions of the Board of Directors, or
other officials acting in a similar capacity, by each
applicable Loan Party approving and authorizing the
execution, delivery and performance of this Amendment,
certified as of the First Amendment Closing Date by the
secretary or an assistant secretary or other official acting
in a similar capacity of such Person as being in full force
and effect without modification or amendment, and (ii)
signature and incumbency certificates of the officers or
other officials acting in a similar capacity of such Person
executing this Amendment.
(3) Administrative Agent and its counsel shall have received
originally executed copies of the favorable written opinions
of Xxxxx Xxxxxxx Xxxxxx Xxxxxxx & Xxxxxxxxx, LLP and Xxxxxx
& Whitney, counsel for Company and Subsidiary Guarantors,
as to such matters as Lead Arranger or Administrative Agent
may reasonably request, and otherwise in form and substance
reasonably satisfactory to Lead Arranger and Administrative
Agent, dated as of the First Amendment Closing Date.
(4) Administrative Agent shall have received a fully executed
and delivered Notice of Borrowing with respect to the
Supplemental Tranche B Term Loans.
(5) As of the First Amendment Closing Date, the representations
and warranties contained in the Credit Agreement and in the
other Loan Documents shall be true, correct and complete in
all material respects on and as of the First Amendment
Closing Date to the same extent as though made on and as of
that date, except to the extent such representations and
warranties specifically relate to an earlier date, in which
case such representations and warranties shall have been
true, correct and complete in all material respects on and
as of such earlier date.
(6) As of the First Amendment Closing Date, no event shall have
occurred and be continuing or would result from the
consummation of the borrowing contemplated by such Funding
Notice that would constitute an Event of Default or a
Potential Event of Default.
(7) As of the First Amendment Closing Date, Company shall have
paid to Administrative Agent, for distribution to each
Lender executing and delivering this Agreement, a
nonrefundable amendment fee in an amount equal to (i) the
aggregate amount of such Lender's Acquisition Loan Exposure,
Revolving Loan Exposure, Term Loan Exposure and Tranche B
Term Loan Exposure (in each case prior to giving effect to
the transactions contemplated hereby), times (ii) .05%.
(8) As of the First Amendment Effective Date, Company shall be
in compliance, on a Pro Forma Basis after giving effect to
the making of the Supplemental Tranche B Term Loans and, if
applicable, for the Additional Tranche B Term Loans, with
the requirements of subsection 7.6D as of the last day of
the most recent fiscal quarter for which results are
available.
(b) Upon the occurrence of the First Amendment Closing Date, the Credit
Agreement thereto shall be amended as set forth in Sections 1 and 2
hereof and all references in any other Loan Document to the Credit
Agreement shall be a reference to the Credit Agreement, as amended
pursuant to Sections 1 and 2 hereof. Each Lender making a
Supplemental Tranche B Term Loan may request that Company issue to
such Lender a new Tranche B Term Note in the form of Exhibit IV-E to
the Credit Agreement and, Company shall issue such Note or Notes, as
applicable. Notwithstanding anything herein or in any other Loan
Document to the contrary, each other Loan Document, including, without
limitation, the Tranche B Term Notes, Company Pledge Agreement, the
Company Security Agreement, the Subsidiary Pledge Agreements and the
Subsidiary Security Agreements, shall continue in full force and
effect and, to the extent covered thereby, continue to secure the
Obligations (including, without limitation, the Supplemental Tranche B
Term Loans and the Additional Tranche B Term Loans, if any).
4. ACKNOWLEDGMENT AND CONSENT
a. Each Subsidiary Guarantor hereby acknowledges that it has reviewed the
terms and provisions of this Amendment and consents to the amendment
of the Credit Agreement effected pursuant to this Amendment. Each
Subsidiary Guarantor hereby confirms that each Loan Document to which
it is a party or otherwise bound and all Collateral encumbered thereby
will continue to guaranty or secure, as the case may be, to the
fullest extent possible, the payment and performance of all
Obligations (including, without limitation, the Supplemental Tranche B
Term Loans and the Additional Tranche B Term Loans, if any).
b. Each Subsidiary Guarantor acknowledges and agrees that each of the
Loan Documents to which it is a party or otherwise bound shall
continue in full force and effect and that all of its Obligations
thereunder (including, without limitation, the Supplemental Tranche B
Term Loans and the Additional Tranche B Term Loans, if any) shall be
valid and enforceable and shall not be impaired or limited by the
execution or effectiveness of this Amendment.
5. MISCELLANEOUS
a. This Amendment shall be binding upon the parties hereto and their
respective successors and assigns and shall inure to the benefit of
the parties hereto and the successors and assigns of Lenders. No Loan
Party's rights or obligations hereunder or any interest therein may be
assigned or delegated by any Loan Party without the prior written
consent of all Lenders.
b. In case any provision in or obligation hereunder or any Note shall be
invalid, illegal or unenforceable in any jurisdiction, the validity,
legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.
c. Section headings herein are included herein for convenience of
reference only and shall not constitute a part hereof for any other
purpose or be given any substantive effect.
d. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
e. To facilitate reference to the provisions of the Credit Agreement, as
amended by this Amendment, each Lender executing this Amendment hereby
authorizes Administrative Agent, on its behalf, at the election of
Lead Arranger to enter into an amendment and restatement of the Credit
Agreement, as amended by this Amendment; provided that any such
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amendment and restatement shall be distributed to each Lender.
f. This Amendment may be executed in any number of counterparts, each of
which when so executed and delivered shall be deemed an original, but
all such counterparts together shall constitute but one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
COMPANY:
AFC ENTERPRISES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
SUBSIDIARY GUARANTORS: CINNABON INTERNATIONAL, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Executive Vice President
CINNABON, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Secretary
AFC PROPERTIES, INC.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Secretary
SEATTLE COFFEE COMPANY
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
SEATTLES BEST COFFEE, LLC
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Secretary
TORREFAZIONE ITALIA, LLC
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Secretary
AFC FRANCHISE ACQUISITION CORP.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Secretary
SYNDICATION AGENT XXXXXXX XXXXX CREDIT PARTNERS L.P.,
AND LEAD ARRANGER: individually as a Lender and as Syndication
Agent and Lead Arranger
By: [illegible]
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Authorized Signatory
ADMINISTRATIVE AGENT: CANADIAN IMPERIAL BANK OF COMMERCE,
as Administrative Agent
By: [illegible]
-------------------------------------------
Name:
Title:
LENDERS: BANK OF AMERICA, N.A.,
as a Lender
By: [illegible]
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Name:
Title:
BANKBOSTON, N.A.,
as a Lender
By: [illegible]
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Name:
Title:
CIBC INC.,
as a Lender
By: /s/ Xxxxxxxxx Xxxx
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Name: Xxxxxxxxx Xxxx
Title: CIBC Word Markets Corp. As Agent
CREDIT LYONNAIS, NEW YORK BRANCH,
as a Lender
By: [illegible]
-------------------------------------------
Name:
Title:
FLEET BUSINESS CREDIT CORPORATION,
as a Lender
By: /s/ Xxxx Xxxxx
-------------------------------------------
Name: Xxxx Xxxxx
Title: Vice President
FLOATING RATE PORTFOLIO,
as a Lender
By: INVESCO Senior Secured Management, Inc.,
as attorney in fact
By: /s/ Xxxx X. XxXxxxxx
-------------------------------------------
Name: Xxxx X. XxXxxxxx
Title: Authorized Signatory
GENERAL ELECTRIC CAPITAL CORPORATION,
as a Lender
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxx
Title: Duly Authorized Signatory
KZH ING-1 LLC,
as a Lender
By: [illegible]
----------------------------------
Name:
Title:
KZH RIVERSIDE LLC,
as a Lender
By: [illegible]
----------------------------------
Name:
Title:
KZH ING-3 LLC,
as a Lender
By: [illegible]
----------------------------------
Name:
Title:
OXFORD STRATEGIC INCOME FUND,
as a Lender
By: Xxxxx Xxxxx Management, as Investment
Advisor
By: [illegible]
----------------------------------
Name:
Title:
SENIOR DEBT PORTFOLIO, as a Lender
By: Boston Management and Research, as
Investment Advisor
By: [illegible]
-------------------------------
Name:
Title:
PNC BANK, NATIONAL ASSOCIATION,
as a Lender
By: [illegible]
--------------------------------------
Name:
Title:
XXXXX XXX & XXXXXXX CLO I LTD.,
as a Lender
By: Xxxxx Xxx & Farnham Incorporated, as
Portfolio Manager
By: /s/ Xxxxx X. Good
--------------------------------------
Name: Xxxxx X. Good
Title: Vice President and Portfolio
Manager
SOUTHTRUST BANK, N.A.,
as a Lender
By: [illegible]
--------------------------------------
Name:
Title:
TRANSAMERICA BUSINESS CREDIT CORPORATION,
as a Lender
By: [illegible]
--------------------------------------
Name:
Title:
XXX XXXXXX SENIOR FLOATING RATE FUND,
as a Lender
By: Xxx Xxxxxx Investment Advisory Inc.
By: /s/ Xxxxxx X. Xxxxxx
--------------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President
SCHEDULE A TO
FIRST AMENDMENT
SUPPLEMENTAL TRANCHE B TERM LOAN COMMITMENTS
LENDER Supplemental Tranche B Term Loan Commitment
------ -------------------------------------------
Xxxxxxx Xxxxx Credit Partners L.P.
$25,000,000
Total
$25,000,000
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