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EXHIBIT 4.4(O)
FOURTEENTH AMENDMENT
TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS AMENDMENT dated as of July 12, 1996 is entered into by and among
Boston Chicken, Inc., a Delaware corporation (the "Borrower"), the lenders who
are party to the Credit Agreement referred to below (the "Lenders") and Bank of
America Illinois, an Illinois banking corporation (as successor to Continental
Bank), as Agent for the Lenders (herein, in such capacity, the "Agent").
W I T N E S S E T H:
WHEREAS, the Borrower, the Lenders and the Agent are parties to a certain
Amended and Restated Credit Agreement dated as of May 18, 1994 (herein, as
heretofore amended, called the "Credit Agreement");
WHEREAS, the Borrower wishes to increase the maximum amount of Debt
permitted to be outstanding under the GE Equipment Master Lease from
$100,000,000 to $120,000,000; and
WHEREAS, subject to the terms and conditions set forth herein the Agent
and the Lenders are willing to amend certain provisions of the Credit Agreement
in order to permit such an increase.
NOW, THEREFORE, in consideration of the premises, and intending to be
legally bound hereby, the Borrower, the Agent and the Lenders hereby agree as
follows:
SECTION 1. AMENDMENTS.
Upon receipt of the documents to be delivered by the Borrower pursuant to
Section 2 below, and in reliance on the Borrower's warranties set forth in
Section 3 below, as of the date hereof the Credit Agreement shall be hereby
amended as follows:
(a) Clause (11) of Section 6.1 to the Credit Agreement is amended to
read in its entirety as follows:
"(11) Liens arising pursuant to (a) the Equipment Master Leases
and the documents from time to time delivered in connection therewith,
provided that at no time shall such Liens securing Financial Lease Debt
arising from (i) the BA Equipment Master Lease exceed in principal amount
Seventy-Five Million ($75,000,000)
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or (ii) the GE Equipment Master Lease exceed in principal amount One
Hundred Twenty Million ($120,000,000) and (b) the Reimbursement Agreement
and the documents from time to time delivered in connection therewith;
and"
(b) Section 7.6 of the Credit Agreement is amended to read in its
entirety as follows:
"SECTION 7.6. Senior Debt. Maintain at all times the sum of
(1) the aggregate principal amount of Revolving Loans plus (2) the
aggregate amount of all Financial Lease Debt of not greater than
$275,000,000."
SECTION 2. CERTAIN DOCUMENTS.
Concurrently herewith the Borrower has delivered the following to the
Agent, each duly executed and appropriately dated and in form and substance
satisfactory to the Agent:
(a) Certificate of the Borrower. A certificate of the Secretary
or Assistant Secretary of the Borrower certifying a copy of all equipment
schedules concurrently herewith added to the GE Equipment Master Lease
evidencing any increase in the Debt thereunder;
(b) Schedules. Copies of all updated schedules to the Credit
Agreement, as necessary; and
(c) Miscellaneous. Such other approvals, opinions or documents
as the Agent may reasonably request.
SECTION 3. WARRANTIES.
To induce the Agent and the Lenders to enter into this Amendment, the
Borrower warrants to the Agent and the Lenders as of the date hereof that:
(a) The representations and warranties contained in Article IV of
the Credit Agreement are true and correct as of the date hereof; and
(b) No Default or Event of Default has occurred and is
continuing.
SECTION 4. GENERAL.
(a) Terms used but not otherwise defined herein are used herein as
defined in the Credit Agreement.
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(b) As hereby modified, the Credit Agreement shall remain in full force
and effect and is hereby ratified, approved and confirmed in all respects.
(c) This Amendment shall be binding upon and shall inure to the benefit
of the Borrower, the Lenders and the Agent and respective successors and
assigns of the Lenders and the Agent.
(d) This Amendment may be executed in any number of counterparts and by
the different parties on separate counterparts, and each such counterpart shall
be deemed to be an original, but all such counterparts shall together
constitute but one and the same Amendment.
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Delivered at Chicago, Illinois, as of the date and year first above
written.
BOSTON CHICKEN, INC.
By: /s/ Xxxxxxxxxx X. Xxxxxxx
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Title: Vice President
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BANK OF AMERICA ILLINOIS, in its
individual corporate capacity and as
agent
By: /s/ Xxxxx X. Xxxxxxxx
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Title: Vice President
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By: /s/ Xxxxxx Xxxxxxx
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Title: Vice President
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LASALLE NATIONAL BANK
By: /s/ Authorized Signatory
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Title: Senior Vice President
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XXXXXX TRUST AND SAVINGS BANK
By: /s/ Authorized Signatory
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Title: Vice President
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SEATTLE-FIRST NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxxx
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Title: Vice President
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