EXHIBIT 4A
FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AGREEMENT
This First Amendment to Amended and Restated Revolving Credit Agreement
(this "Amendment") dated as of November 7, 1996 by and between Quality Dining,
Inc., an Indiana corporation, GAGHC, Inc., a Delaware corporation, and BF
Holding, Inc., a Delaware corporation, as Borrowers, the banks now or hereafter
parties to the hereinafter defined Agreement (the "Banks") and Texas Commerce
Bank National Association, in its capacity as Agent for the Banks, amends and
restates the Amended and Restated Revolving Credit Agreement dated as of April
26, 1996 (said Revolving Credit Agreement, as amended hereby and as it may from
time to time hereafter be amended, the "Agreement") by and between Quality
Dining, Inc., an Indiana corporation, and GAGHC, Inc., a Delaware corporation,
as Borrowers, the Banks and Texas Commerce Bank National Association, in its
capacity as Agent for the Banks.
WITNESSETH:
WHEREAS, , pursuant to the Agreement, the Banks have agreed to make certain
loans to the Borrowers, which loans are evidenced by certain promissory notes
dated April 26, 1996 in the aggregate principal amount of $150,000,000 (the
"Existing Notes");
WHEREAS, the Borrowers, the Banks and the Agent desire to amend the
Agreement in certain respects, including, among other things, to add BF Holding,
Inc., a Delaware corporation ("BFH") as a Borrower under the Agreement; and
WHEREAS, in order to evidence the addition of BF Holding, Inc. as a
Borrower, the Borrowers, the Banks and the Agent will enter into this Amendment
and the Borrowers will deliver to each of the Banks a First Amended and Restated
Promissory Note dated the date hereof in a principal amount equal to the amount
of such Bank's Commitment (individually, an "Amended Note" and collectively, the
"Amended Notes"), in replacement for the Existing Notes.
NOW, THEREFORE, in consideration of the premises herein contained, and for
other good and valuable consideration the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:
1. Defined Terms. Capitalized terms used herein and not otherwise defined
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herein shall have the meanings attributed to such terms in the Agreement.
2. Amendments to Article I of Agreement.
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2.1. The definition of "Board of Directors" in Article I of the Agreement
is hereby amended in its entirety to read as follows:
"Board of Directors" shall mean the Board of Directors of QDI, GAGHC,
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BFH or any Subsidiary Guarantor, as applicable.
2.2. The definition of "Borrower" in Article I of the Agreement is hereby
amended in its entirety to read as follows:
"Borrower" shall mean each of QDI, GAGHC and BFH; and "Borrowers"
shall mean QDI, GAGHC and BFH together.
2.3. Article I of the Agreement is hereby amended by inserting immediately
following the definition of "Base Rate Loan" a new definition of "BFH" to read
as follows:
"BFH" shall mean BF Holding, Inc., a Delaware corporation, and its
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successors and assigns, and any surviving, resulting or transferee
corporation.
2.4. Article I of the Agreement is hereby amended by inserting immediately
following the definition of "Federal Funds Rate" a new definition of "FFP
Guaranty" to read as follows:
"FFP Guaranty" shall mean the guaranty by QDI of the obligations of
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one or more franchisees of Xxxxxxxx'x Corporation for the development of
Xxxxxxxx'x Bagel Bakeries and related commissaries in respect of loans to
such franchisees pursuant to the Franchise Finance Program of QDI, provided
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that the aggregate principal amount of such loans at any time guaranteed by
QDI shall not exceed $35,000,000.
2.5. Article l of the Agreement is hereby amended by inserting immediately
following the definition of "Fixed Charges" a new definition of "FOPP
Investments" to read as follows:
"FOPP Investments" shall mean Investments by BFH in the form of (i) senior
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secured convertible loans (the "Convertible Loans") to entities ("Operating
Partners") that will acquire and develop Xxxxxxxx'x Bagel Bakeries under
agreements with Xxxxxxxx'x Corporation or its affiliates, which in each case (A)
is in a principal amount not to exceed 400% of the cash equity investment in
such Operating Partner, (B) bears interest at a rate equal to 1% above the Base
Rate, payable monthly, (C) is convertible into equity interests in the Operating
Partner at a conversion price per unit up to 125% of the price per unit paid by
Bakery Capital Company, L.L.C. and management of the Operating Partner, and (D)
is secured by substantially all of the assets of the Operating Partner and the
equity interests in the Operating Partner (other than those held by Bakery
Capital Company, L.L.C.), pursuant to and in accordance with the terms of the
Financed Operating Partner Program of Xxxxxxxx'x Corporation, (ii) equity
interests in Operating Partners acquired by BFH pursuant to the conversion of
Convertible Loans and/or the exercise of options issued in connection with the
Convertible Loans, in each case at purchase price per unit up to 125% of the
price per unit paid by Bakery Capital Company, L.L.C. and management of the
Operating Partner, (iii) the purchase by Xxxxxxxx'x Corporation or QDI of equity
interests in an Operating Partner from Bakery Capital Company, L.L.C., in the
event of the failure of such Operating Partner to redeem such equity interest
pursuant to the operating agreement of such Operating Partner, at a purchase
price not to exceed seven and one-half times operating store level cash flow of
the Operating Partner, before general and administrative expenses and certain
other adjustments as specified in such operating agreement and/or (iv) loans to
or equity investments in one or more Operating Partners, other
than any such Investment described in clauses (I) through (iii) above, provided
that the aggregate amount (in the form of cash and other consideration) paid by
BFH in respect of Investments pursuant to this clause (iv) shall not exceed
$50,000,000.
2.6. Article I of the Agreement is hereby amended by amending the
definition of "Permitted Investments" by renumbering clause (viii) as clause (x)
and by inserting after clause (vii) a new clause (viii) and a new clause (ix) to
read as follows:
(viii) loans to Bagel Acquisition Corp. in an aggregate principal amount
outstanding at any time not to exceed $15,000,000, provided that for a
period of not exceeding 180 consecutive calendar days the aggregate
principal amount outstanding of such loans to Bagel Acquisition Corp. may
exceed $15,000,000 so long as the aggregate principal amount outstanding of
such loans does not at any time exceed $50,000,000; (ix) a loan to Mohold
Inc. in the principal amount of $4,500,000
3. Amendments to Article V of Agreement.
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3.1. Section 5.12 is hereby amended by renumbering clause (ii) as clause
(iii) and inserting after "GAGHC" in the second line thereof a new subsection
(ii) to read as follows:
", (ii) BFH".
4. Amendments to Article VI of Agreement.
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4.1. Section 6.1 of the Agreement is hereby amended in its entirety and
replaced with the following language:
6.1. Consolidated Tangible Net Worth. QDI shall maintain as of the
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last day of each fiscal quarter a Consolidated Tangible Net Worth in an
amount not less than $70,000,000, plus (i) for each of the fiscal quarters
of QDI, commencing with the fiscal quarter ended October 27, 1996, (x) 50%
of Consolidated Net Income of QDI for each fiscal quarter in which
Consolidated Net Income is positive, and (y) zero, for each fiscal quarter
in which Consolidated Net Income of QDI is zero or negative, plus (ii) the
proceeds (net of all reasonable and appropriate commissions, fees and
expenses) paid to or received by QDI in connection with the sale or other
disposition of any shares of the stock of or other equity interests in QDI.
4.2. Section 6.5 of the Agreement is hereby amended by deleting "and" at
the end of clause (f), by renumbering clause (g) as clause (h), by replacing the
reference to "clauses (a)-(f)" in the new clause (h) with a reference to
"clauses (a)-(g)", and by inserting a new clause (g) to read as follows:
(g) FFP Guaranties in an aggregate principal amount at any time
outstanding not to exceed $35,000,000; and
4.3. Section 6.7 of the Agreement is hereby amended by inserting at the
end of clause (b) after "/1/or other equity interests therein, the following
words: "(except for any such purchases, redemption's, retirements or other
acquisitions payable solely in shares of common stock of QDI)".
4.4. Section 6.11 of the Agreement is hereby amended (I) by inserting in
the parenthetical appearing in the third and fourth lines of subsection (b) of
said section after the word "GAGHC" the following words: "or BFH" and.(ii) by
replacing in the last sentence of said section the word "GAGHC" with the
following words: "each of GAGHC and BFH".
4.5. Section 6.12 of the Agreement is hereby amended by inserting "(i)"
before "Permitted Investments" in said section and by inserting after "Permitted
Investments" the following words: "and (ii) any FOPP Investment, provided that
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immediately after the consummation of the FOPP Investment and after giving
effect thereto, no condition or event shall exist which constitutes a Default or
an Event of Default.
5. Amendment to Annex I and Annex II to Agreement.
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5.1. Annex I and Annex II to the Agreement are each hereby deleted in their
entirety and replaced with Annex I and Annex II, respectively, to this
Amendment.
6. Amendment to Exhibit A to Agreement.
-----------------------------------
6.1. Exhibit A to the Agreement is hereby deleted in its entirety and
replaced with Exhibit A to this Amendment.
7. Amendment to Exhibit B to Agreement.
-----------------------------------
7.1. Exhibit B to the Agreement is hereby deleted in its entirety and
replaced with Exhibit B to this Amendment.
8. Amendment to Exhibit E to Agreement.
-----------------------------------
8.1. The form of Assignment Agreement attached as Exhibit E to the
Agreement is hereby amended by inserting after "GAGHC, Inc., a Delaware
corporation" in the first paragraph thereof, the following words: "and BF
Holding, Inc., a Delaware corporation."
9. Representations and Warranties of the Company. In order to induce the
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Banks and the Agent to enter into this Amendment, each of the Borrowers
represents and warrants that:
91. The execution and delivery by such Borrower of this Amendment and the
Amended Notes have been duly authorized by proper corporate proceedings and this
Amendment, the Amended Notes and the Agreement, as previously amended and as
amended hereby, constitute the legal, valid and binding obligations of such
Borrower, enforceable against such Borrower in accordance with their
respective terms.
9.2. Neither the execution and delivery by such Borrower of this Amendment
or the Amended Notes nor compliance with the provisions hereof or thereof will
violate any law, rule, regulation, order, writ, judgment, injunction, decree or
award binding on such Borrower or the articles of incorporation or by-laws of
such Borrower or the provisions of any indenture, instrument or agreement to
which such Borrower is a party or is subject, or by which it or its property is
bound, or conflict with or constitute a default thereunder.
9.3. Such Borrower has not received any notice to the effect that its
operations are not in material compliance with any of the requirements of
applicable federal, state and local environmental, health and safety statutes
and regulations or the subject of any federal or state investigation evaluating
whether any remedial action is needed to respond to a release of any toxic or
hazardous waste or substance into the environment, which non-compliance or
remedial action might have a material adverse effect on the business,
properties, condition (financial or otherwise) or results of operations of such
Borrower.
9.4. The representations and warranties set forth in Article IV of the
Agreement, as amended hereby, are true and correct on the date hereof and after
giving effect hereto, except that the representations and warranties set forth
in Section 4.5 as to financial statements of QDI shall be deemed a reference to
the audited and unaudited financial statements of QDI, as the case may be, most
recently delivered to the Banks pursuant to Section 5.1.
9.5. No Default or Event of Default and no Material Adverse Occurrence has
occurred and is continuing.
10. Effective Date. This Amendment shall become effective as of the date first
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above written upon receipt by the Agent of each of the following items:
(a) Counterparts of this Amendment duly executed by each of the
Borrowers and each of the Banks;
(b) Duly executed Amended Notes, payable to the order of each of the
Banks, substantially in the form of Exhibit A hereto,
appropriately completed;
(c) Reaffirmation of Subsidiary Guaranty, duly executed and delivered
by each of the Wholly-Owned Subsidiaries of the Borrower (other
than GAGHC and BFH);
(d) Certificate of the Secretary or an Assistant Secretary of each of
QDI and GAGHC, certifying that (i) there has been no amendment to
the articles of incorporation or by-laws of such Borrower since
April 26, 1996 and (ii) attached is a true and correct copy of
the resolutions of such Borrower's Board of Directors authorizing
the execution and delivery of this Amendment and the Amended
Notes and any other documents or instruments executed and
delivered in connection herewith and the performance of all the
terms and provisions hereof;
(e) Articles of Incorporation and all amendments thereto of BFH,
certified as of a recent date by the Secretary of State of the
state of its incorporation;
(f) Good standing certificates of BFH, certified as of a recent date
by the Secretary of State of the state of its incorporation and
the Secretaries of the State of each other state in which BFH is
qualified to do business;
(g) Certificate of the Secretary of BFH, certifying that (i) there
have been no changes to its Articles of Incorporation since the
date of the certification by the Secretary of State, (ii) a
correct and complete copy of its Bylaws, with all amendments
thereto, is attached to the certificate and (iii) a correct and
complete copy of the resolutions of its Board of Directors
authorizing BFH to become a Borrower under the Agreement and the
execution, delivery and performance of this Amendment and the
Amended Notes and any other documents or instruments executed and
delivered in connection herewith and the performance of all terms
and provisions herewith and therewith are attached to the
certificate, and such resolutions have not been subsequently
modified or repealed, and (iv) there are no proceedings pending
or contemplated as to the merger, consolidation, liquidation or
dissolution of such entity
(h) Incumbency Certificate, certified by the Secretary of each of the
Borrowers;
(i) Certificates of the Secretary or an Assistant Secretary of each
Guarantor certifying that (i) there has been no amendment to the
articles of incorporation or by-laws of such Guarantor since
April 26, 1996 and (ii) attached is a true and correct copy of
resolutions of such Guarantor's Board of Directors authorizing
the execution and delivery of the Reaffirmation of Subsidiary
Guaranty;
(1) Incumbency Certificate of each Guarantor certified by the
Secretary of such Guarantor;
(k) Closing certificate executed by the president, senior vice
president, chief financial officer or treasurer of QDI,
certifying that the representations and warranties contained in
the Agreement and each other Loan Document are true and accurate
in all material respects and that no Default or Event of Default
has occurred and is continuing;
(I) Written opinion of counsel to each of the Borrowers and the
Guarantors, in form and substance satisfactory to the Agent;
(m) Payment by the Borrowers of all costs and expenses of the Agent's
special counsel (including without limitation legal fees and
expenses) incurred in connection with preparation and execution
of this Amendment and incident to all proceedings in connection
with transactions contemplated hereby and documents relating to
this Amendment, the Amended Notes and the Agreement; and
(n) Such other documents and instruments as the Agent shall
reasonably request.
11. Assumption by BFH. By executing this Amendment, BFH agrees to be bound by
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all of the terms of and to undertake all of the obligations of a "Borrower"
under the Agreement and the Amended Notes and agrees and confirms that it shall
hereafter be a party to the Agreement and obligor on the Amended Notes and all
references to a "Borrower" or the "Borrowers" in the Agreement and the Amended
Notes shall include BFH. BFH hereby ratifies and confirms all previous action
taken by or directions given by QDI and/or GAGHC under the Agreement.
12. Ratification. The Agreement, as amended hereby, shall remain in full force
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and effect and is hereby ratified, approved and confirmed in all respects.
13. References to Borrowers. From and after the effective date, all references
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to "a Borrower", "each Borrower", "either "Borrower" each of the Borrowers" or
"the Borrowers, or either of them" or words of like import shall be deemed to be
a reference to each of QDI, GAGHC and BFH or any of them, as the context
requires.
14. References to Agreement. From and after the effective date hereof; (i) each
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reference in the Agreement to "this Agreement," "hereof;" or "hereunder" or
words of like import, and all references to the Agreement in any and all
agreements, instruments, documents, notes, certificates and other writings of
every kind and nature shall be deemed to mean the Agreement, as modified and
amended by this Amendment, and (ii) each reference in the Agreement to "a Note"
or "the Notes" and all references to the Notes in any and all agreements,
instruments, documents, notes, certificates and other writings of every kind and
nature shall be deemed to be a reference to an Amended Note or the Amended
Notes, as the context requires.
15. CHOICE OF LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
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ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.
16. Execution in Counterparts. This Amendment may be executed in one or more
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counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
[The rest of this page is intentionally left blank]
IN WITNESS WHEREOF, the Borrowers, the Banks and the Agent have executed this
Amendment as of the date first above written.
QUALITY DINING, INC.
By: /s/
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Xxxx X. Xxxxx
Senior Vice President
GAGHC, INC.
By: /s/
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Xxxxx X. Xxxxxxx
Vice President
BF HOLDING, INC.
By: /s/
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Xxxxxxx X. Xxxxx
President
TEXAS COMMERCE BANK NATIONAL
ASSOCIATION, in its individual capacity and
as Agent for the Banks
By: /s/
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Name:__________________________________
Title:_________________________________
NBD BANK, N.A.
By: /s/
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Name:__________________________________
Title:_________________________________
THE NORTHERN TRUST COMPANY
By: /s/
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Name:__________________________________
Title:_________________________________
KEY BANK NATIONAL ASSOCIATION
(Formerly, Society National Bank)
By: /s/
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Name:__________________________________
Title:_________________________________
LASALLE NATIONAL BANK
By: /s/
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Name:__________________________________
Title:_________________________________
NATIONSBANK, N.A. (SOUTH)
By: /s/
------------------------------------
Name:__________________________________
Title:_________________________________
SUNTRUST BANK, CENTRAL FLORIDA, N.A.
By: /s/
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Name:__________________________________
Title:_________________________________
ANNEX I
LIST OF JURISDICTIONS IN WHICH THE BORROWERS ARE QUALIFIED TO DO BUSINESS:
QUALITY DINING, INC. GAGHC, INC. BF HOLDING, INC.
-------------------- ----------- ------------------
IN, MI, OH DE DE, VT
ANNEX II
LIST OF SUBSIDIARIES, STATE OF INCORPORATION AND JURISDICTIONS QUALIFIED TO
DO BUSINESS:
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JURISDICTIONS
STATE OF QUALIFIED TO DO
SUBSIDIARY INCORPORATION BUSINESS STOCK OWNERSHIP
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Bravokilo, Inc. Indiana IN, MI Wholly Owned
Subsidiary of Borrower
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Southwest Dining, Inc. Indiana IN, MI, OH Wholly Owned
Subsidiary of Borrower
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Full Service Dining, Inc. Indiana IN, MI, OH Wholly Owned
Subsidiary of Borrower
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Best Bagels, Inc. Indiana IN, MI, OH, PA, NJ Wholly Owned
Subsidiary of Borrower
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Grayling Corporation Delaware DE, PA, NJ Wholly Owned
Subsidiary of Borrower
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Xxxxx'x American Grill Indiana AK, CO, FL, Wholly Owned
Restaurant Corporation GA, IL, LA, Subsidiary of Borrower
MI, MS, NM,
NC, OH, OK,
TN, TX, VA
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Xxxxx'x American Grill, LP Texas TX General Partner - Xxxxx'x American
Grill Restaurant Corporation 1%
Limited Partner - GAGHC, Inc. 99%
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Xxxxx'x, Inc. Tennessee TN, AL Wholly Owned
Subsidiary of Borrower
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Grayling Management Virginia VA Wholly Owned
Corporation Subsidiary of Borrower
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Chili's of Mt. Laurel, Inc. New Jersey NJ Wholly Owned
Subsidiary of Borrower
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Chili's of Christiana, Inc. Delaware DE Wholly Owned
Subsidiary of Borrower
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GAGHC, Inc. Delaware DE Wholly Owned
Subsidiary of Borrower
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GAGLC, Inc. Texas TX Wholly Owned
Subsidiary of Borrower
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Tri-State Construction Indiana IN, MI, OH, NJ, PA Wholly Owned
Co., Inc. Subsidiary of Borrower
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Xxxxxxxx'x Corporation Delaware IA, MA, MN, MO, NY, NC, Wholly Owned
PA, OH, TN, IL, RI, NH, Subsidiary of
KY, MD, ME, VT, CT Borrower
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Bruegger's Franchise Delaware VT Wholly Owned
Corporation Subsidiary of
Borrower
==================================================================================================================
EXHIBIT A
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[Form of Note]
AMENDED AND RESTATED PROMISSORY NOTE
$______ ______ 199
---
Chicago, Illinois
FOR VALUE RECEIVED, QUALITY DINING, INC., an Indiana corporation ("QDI")
GAGHC, INC., a Delaware corporation ("GAGHC"), and BF HOLDING, INC., a Delaware
corporation (collectively together with their successors and assigns, the
"Borrowers"), hereby promise, jointly and severally, to pay to
______________________ (the "Holder"), the principal sum of__________ DOLLARS
($______________) or such lesser amount as shall equal the aggregate unpaid
principal amount of the Advances (as defined in the hereinafter defined Credit
Agreement) made by the Holder to the Borrowers, or any of them, under the Credit
Agreement on the Termination Date (as defined in the Credit Agreement) and to
pay interest on the unpaid principal amount of each Advance, for the period
commencing on the date of such Advance until such Advance shall be paid in full,
at the rates per annum and on the dates provided in the Credit Agreement.
Both principal and interest are payable in lawful money of the United States
of America and in immediately available funds to the Agent (as defined in the
Credit Agreement) to such domestic account as the Agent may designate. The date,
amount and type of each Advance made by the Holder to the Borrowers, or any of
them, and each payment made on account of the principal thereof; shall be
recorded by the Holder on its hooks and, prior to any transfer of this Note,
endorsed by the Holder on the schedule attached hereto or any continuation
thereof; provided that the Holder's failure to make any such recordation or
notation shall not affect the Obligations of the Borrowers hereunder or under
the Credit Agreement.
This Note is one of the Notes referred to in the Amended and Restated
Revolving Credit Agreement (as amended by the First Amendment to Amended and
Restated Revolving Credit Agreement dated as of , 1996 and as it may
hereafter be amended from time to time, the "Credit Agreements') dated as of
April 26, 1996 by and between the Borrowers, the banks party thereto (the
/1/'Banks") and Texas Commerce Bank National Association, as agent (the
'/1/Agent"), which amends and restates the Revolving Credit Agreement dated as
of April 26, 1996 by and between the Borrowers, the banks party thereto and
Texas Commerce Bank National Association, as agent (the "Original Credit
Agreement"). This Note amends and restates and is issued in substitution for a
Promissory Note dated April 26, 1996 (the "Original Note") issued by QDI and
GAGHC pursuant to the Credit Agreement and evidences Advances made thereunder.
This Note does not constitute a novation of the obligations under the Original
Note. Capitalized terms used in this Note have the respective meanings assigned
to them in the Credit Agreement.
The Credit Agreement provides for the acceleration of the maturity of the
Advances evidenced by this Note upon the occurrence of certain events and for
prepayments of Advances upon the terms and conditions specified therein.
This Note is secured by a Subsidiary Guaranty issued by certain Wholly-Owned.
Subsidiaries of Quality Dining, Inc. in favor of the Agent for the benefit of
the Banks and may now or hereafter be secured by one or more other guaranties,
instruments or agreements of the Borrower or any other Person.
The Borrowers hereby waive demand, presentment, protest and notice of
nonpayment and protest.
THIS NOTE SHALL BE GOVERNED BY. AND CONSTRUED IN ACCORDANCE WITH. THE
---- ---- ----- -- -------- -- --- --------- -- ---------- ---- ---
INTERNAL LAWS OF THE STATE OF ILLINOIS.
-------- ---- -- --- ----- -- --------
QUALITY DINING, INC.
By:
Xxxxxx X. Xxxxxxxxxxx President
GAGHC, INC.,
By:
Xxxxxx X. Xxxxxxxxxxx President
BF HOLDING, INC.
By:
Xxxxxx X. Xxxxxxxxxxx President
Schedule to Promissory Note
Date
Date of Amount Type Principal of
Advance of Advance of Advance Advance Repaid
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EXHIBITB
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NOTICE OF BORROWING
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TEXAS COMMERCE BANK NATIONAL ASSOCIATION, as Agent
000 Xxxx Xxxxxx
Xxxxxxx, Xxxxx 00000-0000
Attention
(Date of Notice)
19
Ladies and Gentlemen:
The undersigned, [Quality Dining, Inc., an Indiana corporation] [GAGHC, Inc.,
a Delaware corporation][BF Holding, Inc., a Delaware corporation], refers to the
Amended and Restated Revolving Credit Agreement, dated as of April 26, 1996,
(said Amended and Restated Revolving Credit Agreement, as amended, modified or
supplemented from time to time being the "Agreement") by and between Quality
Dining, Inc., GAGHC, Inc. and BF Holding, Inc., as borrowers, the banks party
thereto and Texas Commerce Bank National Association, as agent. The terms used
herein shall have the meanings ascribed thereto in the Agreement. Pursuant to
the terms of the Agreement the undersigned hereby requests an Advance under the
Agreement, and in that connection sets forth below the information relating to
such Advance (the "Proposed Advance"):
(i) The borrowing date (which shall be a Business Day) of the Proposed
Advance is _________ 19
(ii) The aggregate amount of the Proposed Advance is $_____
(iii) The Proposed Advance is to be made as the following type(s) of Loan:
(A) $___________ Base Rate Loan; or
('3) $_________ LIBOR Base Loan.
(iv) If the Proposed Advance is to be made as a LIBOR Base Loan, the
Interest Period applicable thereto is __ months.
The undersigned confirms that the conditions precedent set forth in Article
III of the Agreement are satisfied as of the date hereof
[QUALITY DINING, INC]
[GAGHC, INC.]
[BF HOLDING, INC.]
By:
Its:
