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Exhibit 10(b)
FIRST AMENDMENT TO CREDIT AGREEMENT
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment") is
made and entered into as of this 31st day of December, 1998 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 or supplemented from time to time, the "Credit
Agreement").
The parties now desire to amend the 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
Credit Agreement and Loan Documents shall be and remain in full force and effect
2. Capitalized Terms. All capitalized undefined terms used in
this First 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) The definition of "Fixed Charges" set forth in Section 1.1 of
the Credit Agreement is hereby deleted in its entirety and the following
definition shall be substituted in lieu thereof:
"'Fixed Charges' means, with respect to the Borrower and its
Subsidiaries as of the last day of any fiscal quarter, the sum of the
following: (a) Interest Expense calculated for the period of four (4)
consecutive fiscal quarters ending on such date, plus (b) Rental
Expense calculated for the period of four (4) consecutive fiscal
quarters ending on such date plus (c) scheduled principal payments with
regard to Funded Debt which are due and payable during the period of
four (4) consecutive fiscal quarters following such date, all
determined on a Consolidated basis in accordance with GAAP."
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(b) Section 9.3 of the Credit Agreement is hereby deleted in its
entirety and the following Section 9.3 shall be substituted in lieu thereof:
"SECTION 3.3 Fixed Charges Coverage Ratio. As of the end of any fiscal
quarter, permit the ratio of (a) Adjusted EBITDA plus Rental Expense
for the period of four (4) consecutive fiscal quarters ending on such
date to (b) Fixed Charges as of such date, to be less than the
following ratios during the following time periods:
Period Ratio
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From the Closing Date through
and including 9/30/01 2.00 to 1.00
From 10/1/01 and thereafter 1.10 to 1.00"
4. Representations and Warranties/No Default. By its execution
hereof, the Borrower hereby certifies that (giving effect to this First
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 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 Agent in connection with the preparation, execution and delivery
of this First Amendment, including without limitation, the reasonable fees and
disbursements of counsel for the Administrative Agent.
6. Governing Law. This First Amendment shall be governed by and
construed in accordance with the laws of the State of North Carolina.
7. Counterparts. This First 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.
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IN WITNESS WHEREOF, the parties hereto have caused this First 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: Executive VP Finance & CFO
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FIRST UNION NATIONAL BANK,
as Administrative Agent, Lender,
Swingline Lender and Issuing Lender
By: /s/ Xxxx Xxxxx
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Name: XXXX XXXXX
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Title: Senior Vice President
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BANKBOSTON, N.A., as Co-Agent and as Lender
By: /s/ Xxxxx X. Xxxxxx, Xx.
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Name: XXXXXX X. XXXXXX, XX.
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Title: Managing Director
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FLEET NATIONAL BANK, as Co-Agent and as
Lender
By: /s/ Xxxxxx Xxxxxxx
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Name: XXXXXX XXXXXXX
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Title: Senior Vice President
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SOUTHTRUST BANK, N.A., as Lender
By: /s/ Xxx X. Xxxxxxxx
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Name: XXX X.XXXXXXXX
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Title: Group Vice President
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THE FUJI BANK, LIMITED, as Lender
By:
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Name:
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Title:
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AMSOUTH BANK, as Lender
By: /s/ Xxxx Xxxx Rabuin
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Name: XXXX XXXX RABUIN
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Title: VICE PRESIDENT
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