1
Exhibit 10(j)
THIRD AMENDMENT TO
REVOLVING CREDIT AND TERM LOAN AGREEMENT
Dated as of March 29, 1996
Among
UNO RESTAURANTS, INC.,
As Borrower
UNO FOODS, INC.,
PIZZERIA UNO CORPORATION,
URC HOLDING COMPANY, INC.
and
UNO RESTAURANT CORPORATION,
as Guarantors
and
FLEET BANK OF MASSACHUSETTS, N.A.,
THE FIRST NATIONAL BANK OF BOSTON
and
MELLON BANK, N.A.,
As the Banks
and
FLEET BANK OF MASSACHUSETTS, N.A.,
As Agent
2
THIRD AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT
This THIRD AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT is
entered into as of March 29, 1996 by and between UNO RESTAURANTS, INC., a
Massachusetts Corporation (the "Borrower:), UNO FOODS, INC., a Massachusetts
Corporation ("UFI"), PIZZERIA UNO CORPORATION, a Delaware Corporation ("PUC"),
Uno Restaurant Ccorporation, a Delaware corporation ("URC"), URC Holding
Company, Inc. ("UHC") and, together with UFI, PUC, URC and the Borrower,
hereinafter referred to collectively as the "Loan Parties"), FLEET BANK OF
MASSACHUSETTS, N.A., a national banking association, THE FIRST NATIONAL BANK OF
BOSTON, a national banking association, and MELLON BANK, N.A., a national
banking association, as Banks (the "Banks"), and FLEET BANK OF MASSACHUSETTS,
N.A., a national banking association, as Agent (the "Agent").
Recitals
The Loan Parties, the Banks and the Agent are parties to a Revolving
Credit and Term Loan Agreement dated as of December 9, 1994, as amended (the
"Credit Agreement") and desire to amend the Credit Agreement in various
respects. All capitalized terms used herein and not otherwise defined shall have
the meanings set forth in the Credit Agreement.
NOW, THEREFORE, subject to the satisfaction of the conditions to
effectiveness specified in Section 7, the Loan Parties, the Banks and the Agent
hereby amend the Credit Agreement, as follows:
Section 1. Definitions. Section 1.1 of the Credit Agreement is hereby
amended by deleting the definitions "Applicable Margin - Prime Rate,"
"Applicable Margin - LIBOR Rate" and "Consolidated EBIT" in their entirety and
substituting the following therefore, in alphabetical order:
"Applicable Margin - Prime Rate" and "Applicable Margin -
LIBOR Rate" shall mean during each fiscal quarter of the Borrower, the
percentage set forth opposite the Consolidated Leverage Ratio in effect
as of the end of the immediately preceding fiscal quarter:
3
Consolidated Leverage Ratio
as of the end of the Immediately Applicate Margin
Preceding Fiscal Quarter -Prime Rate -LIBOR Rate
------------------------ ----------- -----------
Equal to or Greater than 2.00 : 1.0 0.50% 1.75%
Equal to or Greater than 1.75 : 1.0 0.25% 1.50%
and less than 2.00 : 1.0
Equal to or Greater than 1.0 : 1.0 0.00% 1.25%
And Less than 1.75 : 1.0
Less than 1.0 : 1.0 0.00% 1.00%
"Consolidated EBIT" shall mean for any period, the earnings of
URC and its Subsidiaries before interest expense and taxes, determined
in accordance with GAAP on a consolidated basis; provided that any
charge against the earnings of URC and its Subsidiaries required to be
taken in accordance with the requirements of Statement of Financial
Accounting Standards No. 121 (Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of) for the
fiscal quarter ending March 31, 1996 shall be excluded for purposes of
determining Consolidated EBIT for that fiscal quarter.
Section 2. Amendment of Covenants. Article 7 of the Credit Agreement is
hereby amended by deleting Sections 7.2, 7.4, 7.6 and 7.8 in their entirety and
substituting the following therefore, respectively:
Section 7.2. Cash Flow Coverage Ratio. URC and its
Subsidiaries shall maintain a ratio of Consolidated Adjusted EBITDA to
the sum of (i) Consolidated Total Debt Service, plus (ii) Consolidated
Maintenance Capital Expenditures, plus (iii) all cash dividends paid by
URC on its capital stock, plus (iv) all taxes paid by URC and its
Subsidiaries in cash, for each four fiscal quarter period ending during
the periods indicated below, of not less than the ratio set forth
opposite each such period:
4
Date/Period Ratio
----------- -----
Second Fiscal Quarter End 1996 1.60:1.0
through the date preceding Third
Fiscal Quarter End 1996
Third Fiscal Quarter End 1996 1.55:1.0
through the date preceding
Fiscal Year End 1996
Fiscal Year End 1996 through the 1.60:1.0
date preceding First Fiscal Quarter
End 1997
First Fiscal Quarter End 1997 1.70:1.0
through the date preceding Third
Fiscal Quarter End 1997
Third Fiscal Quarter End 1997 2.00:1.0
through the date preceding
Third Fiscal Quarter End 1998
Third Fiscal Quarter End 1998 1.75:1.0
through the date preceding
Fiscal year End 1998
Fiscal Year End 1998 1.25:1.0
through the date preceding
First Fiscal Quarter End 1999
First Fiscal Quarter End 1999 1.10:1.0
and thereafter
Section 7.4 Profitability. URC shall earn Consolidated Net Income (a)
for the fiscal quarter ending March 31, 1996 of not less than ($2,800,000) and
(b) for each fiscal quarter thereafter of not less than $1.
Section 7.6 Capital Expenditures. URC and its Subsidiaries shall not
make or incur consolidated Capital Expenditures in excess of the amounts set
forth below during each fiscal year indicated:
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Maximum Consolidated
Fiscal Year Capital Expenditures
----------- --------------------
1996 $30,000,000
1997 and each fiscal year thereafter 20,000,000
Section 7.7 Consolidated Leverage Ratio. URC and its Subsidiaries
shall, at all times, during the periods set forth below maintain a Consolidated
Leverage Ratio of not more than the ratio set forth opposite each such period:
Date/Period Ratio
----------- -----
Second Fiscal Quarter End 1996 through the 2.00:1.0
date preceding Third Fiscal Quarter End 1996
Third Fiscal Quarter End 1996 through the 2.15:1.0
date preceding Second Fiscal Quarter End 1997
Second Fiscal quarter End 1997 through the 2.00:1.0
date preceding Fiscal Year End 1997
Fiscal year End 1997 through the date 1.75:1.0
Preceding First Fiscal Quarter End 1998
First Fiscal Quarter End 1998 and thereafter 1.50:1.0
Section 7.8 Consolidated Adjust EBITDA. URC and its Subsidiaries'
Consolidated Adjusted EBITDA for each four fiscal quarter period ending during
the periods indicted below shall not be less than the amount set forth opposite
each such period:
Period Consolidated Adjusted EBITDA
------ ----------------------------
Second Fiscal Quarter End 1996 through the $19,500,000
date preceding Third Fiscal Quarter End 1996
Third Fiscal Quarter End 1996 through the date 19,000,000
preceding First Fiscal Quarter End 1997
First Fiscal Quarter End 1997 through the 20,000,000
date preceding Second Fiscal Quarter End 1997
Second Fiscal Quarter End 1977 through the 21,000,000
date preceding Third Fiscal Quarter End 1997
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Third Fiscal Quarter End 1997 through the 22,000,000
date preceding Fiscal Year End 1997
Fiscal Year End 1997 through the date 23,000,000
preceding Fiscal Year End 1998
Fiscal year End 1998 through the date 25,000,000
preceding First Fiscal Quarter End 1999
First Fiscal Quarter End 1999 through the 27,500,000
date preceding First Fiscal Quarter End 2000
First Fiscal Quarter End 2000 and thereafter 30,000,000
Section 3. Amendment of Negative Covenants. (a) Section 9.1 of the
Credit Agreement is hereby amended as follows: (i) by deleting the word "and"
appearing at the end of paragraph (f) of such section; (ii) by deleting the
period appearing at the end of paragraph (g) of such section and substituting
the phrase ":and"; and (iii) by adding thereto a new paragraph (h) as follows:
"(h) With the prior written consent of the Agent,
Indebtedness secured by mortgage liens on real property owned
by the Loan Parties or any Subsidiary permited under Section
9.2(h); provided that (i) the aggregate amount of such
Indebtedness shall not exceed $5,000,000; (ii) such
Indebtedness shall provided for principal amortization not in
excess of principal amortization based on a "mortgage style"
debt service of level monthly or quarterly payments over a
term of not less than ten years; (iii) other than the
principal amortization described in clause (ii), no other
principal payments of any kind, whether scheduled or
voluntary, may be made on any such Indebtedness prior to
December 31, 2000; (iv) the terms, conditions and covenants
governing such Indebtedness shall be no more restrictive than
the terms, conditions and covenants contained in the Credit
Agreement; and (v) as of the date such Indebtedness is
incurred and after giving effect thereto and to the concurrent
retirement of any other Indebtedness there shall be no Default
hereunder."
(b) Section 9.2 of the Credit Agreement is hereby amended as follows:
(i) by deleting the word "and" appearing at the end of paragraph (f) of such
section; (ii) by deleting the period appearing at the end of paragraph (g) of
such section and substituting the phrase ";and"; and (iii) by adding thereto a
new paragraph (h) as follows:
"(h) Mortgage liens on real property owned by the
Loan Parties or any Subsidiary securing Indebtedness permited
under Section 9.1(h)."
Section 4. Amendment Fee. Upon the Execution and delivery of this Third
Amendent to Revolving Credit and Term Loan Agreement, the Borrowers and the
Guarantors
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jointly and severally shall pay to the Agent for the ratable benefit of the
Banks a fee of $62,500.
Section 5. Waiver of Cigna Investments, Inc. Cross-Default. The Banks
hereby waive the default under Section 10.1 of the Credit Agreement caused by
the failure of the Borrower and URC to satisfy the requirements of Section 10.6
of the Senior Note Purchase Agreement.
Section 6. Amendment of Exhibit B. Exhibit B to the Credit Agreement is
hereby deleted in its entirety and the new Exhibit B atached hereto is
substituted therefor.
Section 7. Effectiveness: Conditions to Effectiveness. This Third
Amendment to Revolving Credit and Term Loan Agreement shall become effective as
of March 29, 1996 upon execution hereof by the parties hereto and satisfaction
of the following conditions:
(a) Officers' Certificate. The Loan Parties shall have
delivered to the Agent an Officers' Certificate in the form of Exhibit
A hereto.
(b) Acknowledgment of Affliate Guarantors. The Loan Parties
shall have delivered to the Agent an Acknowledgment of Affiliate
Guarantors in the form of Exhibit C hereto.
(c) Waiver By Cigna Investments, Inc. of Default. The Loan
Parties shall have delivered to the Agent evidence of the waiver by
Cigna Investments, Inc. on behalf of the holders of the Senior Notes
(1990) of all outstanding defaults under the Senior Note Purchase
Agreement.
Section 8. Representations and Warranties: No Default. The Loan Parties
hereby confirm to the Banks the representations and warranties of the Loan
Parties set forth in Article 5 of the Credit Agreement (as amended hereby) as of
the date hereof, as if set forth herein in full, except to the extent that such
representations and warranties specifically relate to an earlier date, in which
event they are true, correct and complete in all material respects as of such
earlier date. The Loan Partities hereby certify that, after giving effect
hereto, no Default exists under the Credit Agreement and that, after receipt of
the waiver letter described in Section 7(c) of this Third Amendment to Revolving
Credit and Term Loan Agreement, no Default exists under the Senior Note Purchase
Agreement.
Section 9. Miscellaneous. The Loan Parties, jointly and severally,
agree to pay on demand all the Agent's reasonable expenses in preparing,
executing and delivering this Third Amendment to Revolving Credit and Term Loan
Agreement, and all related instruments and documents, including, without
limitation, the reasonable fees and out-of-pocket expenses of the Agent's
special counsel, Xxxxxxx, Procter & Xxxx. This Third Amendment to Revolving
Credit and Term Loan Agreement shall be a Bank Agreement and shall be governed
by and construed and enforced under the laws of The Commonwealth of
Massachusetts.
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IN WITNESS WHEREOF, the Loan Parties, the Banks and the Agent have
caused this Third Amendment to Revolving Credit and Term Loan Agreement to be
executed by their duly authorized officers as of the date first set forth above.
UNO RESTAURANTS, INC.
By:_____________________________________
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
UNO FOODS, INC.
By:_____________________________________
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
PIZZERIA UNO CORPORATION
By:_____________________________________
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
URC HOLDING COMPANY, INC.
By:_____________________________________
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
UNO RESTAURANT CORPORATION
By:_____________________________________
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
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XXXXX XXXX XX XXXXXXXXXXXXX, N.A.
By:_____________________________________
Name: Xxxx X. Xxxxxx
Title: Vice President
THE FIRST NATIONAL BANK OF BOSTON
By:_____________________________________
Name:Xxxxxxx X. Xxxxxxxx
Title: Vice President
MELLON BANK, N.A.
By:_____________________________________
Name: Xxxxxx X. Xxxxxxxxxxx
Title: First Vice President
FLEET BANK OF MASSACHUSETTS, N.A. as
Agent
By:_____________________________________
Name: Xxxx X. Xxxxxx
Title: Vice President
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OFFICER'S CERTIFICATE
Reference is made to the Revolving Credit and Term Loan Agreement dated
as of December 9, 1994, as amended, among Uno Restaurants, Inc. (The
"Borrower"), certain affiliates of the Borrower, the Banks party thereto, and
Fleet Bank of Massachusetts, N.A., as Agent fo the Banks (as amended and in
effect from time to time, the "Credit Agreement"). Capitalized terms used in
this letter without definition have the respective meanings ascribed to such
terms in the Credit Agreement.
The undersigned officer of the Loan Parties hereby certifies as follows
in connection with the execution and delivery of the Third Amendment to
Revolving Credit and Term Loan Agreement of even date herewith among the Loan
Parties, the Banks and the Agent:
1. There have been no amendments to or modifictions of the
charter documents or by-laws of the Loan parties and the
Affiliate Guarantors previously delivered and certified to the
Agent.
2. Every Subsidiary has executed and delivered to the Agent an
Affiliate Guaranty Agreement and the Acknowledgment of
Affiliate Guarantors of even date herewith.
The undersigned officer of Uno Restaurant Corporation hereby certifies
that attached hereto are resolutions duly adopted by the Board of Directors of
URC on December 9, 1994, which are in full force and effect and have not been
modified or amended. The resolutions are contained in minutes of such meeting
and if any changes are made to such resolutions we will promptly notify you.
Executed as of March 29, 1996.
UNO RESTAURANTS, INC.
UNO FOODS INC.
PIZZERIA UNO CORPORATION
UNO RESTAURANT CORPORATION
URC HOLDING COMPANY, INC.
By______________________________________
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
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EXHIBIT B
UNO RESTAURANT CORPORATION
COMPLIANCE CERTIFICATE
UNO RESTAURANT CORPORATION (the "Company") HEREBY CERTIFIES that:
This Report is furnished pursuant to Section [6.1(a)] [6.2] of the
Revolving Credit and Term Loan Agreement dated as of December 9, 1994, as
amended by and among Uno Restaurants, Inc., the Company, the Affiliates of the
Company named therein, Fleet Bank of Massachusetts, N.A., as Agent and the Banks
named therein (the "Agreement"). Unless otherwise defined herein, capitalized
terms used in this Certificate have the meanings given to them in the Agreement.
As required by Section [6.1(a) [6.2] of the Agreement, consolidated
[and consolidating] financial statements of the Company and its Subsidiaries for
the fiscal (year/quarter) ended , 19 (the "Financial Statements")
prepared in accordance with GAAP consistently applied accompany this
Certificate. The Financial Statements present fairly the consolidated financial
position of the Company and its Subsidiaries date thereof and the consolidated
results of operations of the Company and its Subsidiaries for the period covered
thereby (subject only to normal recurring year-end adjustments).
The figures set forth in Schedule A hereto for determining compliance
by the Company with the financial covenants contained in the Agreement are true
and complete as of the date of this Certificate.
Since the date of the last Compliance Certificate delivered by the
Borrower to the Bank, URC and its Subsidiaries have not formed or acquired any
new Subsidiaries, except Subsidiaries which have executed and delivered to the
Agent a guaranty of the Bank Obligations pursuant to Section 9.13 of the
Agreement.
The activities of the Company and its Subsidiaries during the period
covered by the Financial Statements have been reviewed by the Chief Financial
Officer or by employees or agents under his immediate supervision. As of the
date of this Certificate, (i) all representations and warranties of the Loan
Parties set forth in the Agreement are true and correct as of the date of this
Certificate (except for changes contemplated by the Agreement and except that
references to the 1994 Financial Statements shall be deemed to refer to the
Financial Statements), and (ii) no Default has occurred.*
------------
* If a Default has occurred, this paragraph is to be modified with an
appropriate statement as to the nature thereof, the period of existence
thereof and what action the Company has taken, is taking, or proposes to
take with respect thereto.
12
WITNESS my hand this ____ day of ______________ __, 19 .
UNO RESTAURANT CORPORATION
By:__________________________________________
Title:
13
SCHEDULE A
to
EXHIBIT B
FINANCIAL COVENANTS
Consolidated Tangible Net Worth (Section 7.1)
REQUIRED:
(i) Beginning balance $ 1
--------
(ii) Plus: 50% of Consolidated
Net Income of $
for fiscal quarter
ended _______ __, 19 $
--------
(iii) Plus: 100% of net proceeds of
offerings of URC equity securities $
--------
(iv) Less: Amounts expended by URC on
the Permitted Stock Purchase ($ )
----------
(v) Required Amount: $
==========
ACTUAL:
(i) Consolidated stock and
surplus accounts of URC
and its Subsidiaries $
--------
(ii) Less: excluded items(2) (if any) ($ )
---------
(iii) Total: $
============
(1) Initially, $52,264,000.
(2) Excluded items are (a) value of minority interests in Subsidiaries of
$_________ ,(b) book value, net of any reserves of intangible assets,
including goodwill, unamortized debt discount and expense, patents, trade
and service marks and names, copyrights and research and development
expenses, of $________ (c) write-up in the book value of assets of
$________ resulting from a revaluation subsequent to October 2, 1994, (d)
book value of shares of stock of URC and its Subsidiaries on the
consolidated balance sheet of URC and its Subsidiaries, of $_________ , (e)
deferred charges (other than prepaid expenses) of $__________ , and (f)
book value of Investments (other than Investments permitted under Section
9.3) on the consolidated balance sheet of URC and its Subsidiaries, of
$______________.
14
Cash Flow Coverage Ratio (Section 7.2)
REQUIRED: Not less than the ratio indicated below as of the end of each
fiscal quarter ending during the period set forth opposite
each such ratio:
Date/Period Ratio
----------- -----
Second Fiscal Quarter End 1996 through the
date preceding Third Fiscal Quarter End 1996 1.60:1.0
Third Fiscal Quarter End 1996 through the date
preceding Fiscal Quarter End 1996 1.55:1.0
Fiscal Year End 1996 through the
date preceding First Fiscal Quarter End 1997 1.60:1.0
First Fiscal Quarter End 1997 through the date
preceding Third Fiscal Quarter End 1997 1.70:1.0
Third Fiscal Quarter End 1997 through the date
preceding Third Fiscal Quarter End 1998 2.00:1.0
Third Fiscal Quarter End 1998 through the date
preceding Fiscal Year End 1998 1.75:1.0
Fiscal Year End 1998 through the date preceding
First Fiscal Quarter End 1999 1.25:1.0
First Fiscal Quarter End 1999 and thereafter 1.10:1.0
ACTUAL:
(i) Consolidated Adjusted EBITDA $
-------------
(ii) Consolidated Total Debt Service $
-------------
(iii) Consolidated Maintenance Capital Expenditures(3) $
-------------
(iv) Cash dividends paid by URC $
-------------
(v) All taxes paid by URC and its Subsidiaries in cash $
-------------
(vi) Line (i) divided by the sum of (lines (ii), (iii),
(iv) and (v)) : 1.00
========== ======
(3) Total Capital Expenditures of $_____________ less excluded Capital
Expenditures of $___________.
15
Ratio of Consolidated Liabilities to Consolidated
Tangible Net Worth (Section 7.3)
REQUIRED: 1.00: 1.00
==== ====
ACTUAL:
(i) Consolidated liabilities $__________
(ii) Consolidated Tangible Net Worth $__________
(iii) Line (i) divided by line (ii) : 1.00
======= ====
Profitability (Section 7.4)
REQUIRED: ($2,800,000) for the fiscal quarter ended March 31, 1996 and $1.00 for
each fiscal quarter thereafter.
ACTUAL:
(i) Consolidated Net Income $________
(ii) Less: Excluded items ($_______)
(iii) Total: $
=========
Operating Cash Flow (Section 7.5)
REQUIRED: Not in Excess of 2.0%
ACTUAL:
(i) Total operating Cash Flow
for all Company Restaurants(4) $________
(ii)Total Operating Cash Flow
for all Company Restaurants
having negative Operating
Cash Flow $__________
(iii)Line (ii) divided by line (I) =====%
------------
(4) Excludes $ of operating Cash Flow of Company Restaurants which have
been in operation for less than two full fiscal quarters.
16
Consolidated Capital Expenditures (Section 7.6)
REQUIRED: Not more than the amounts set forth below during each fiscal year
indicated:
Maximum Capital
Fiscal Year Expenditures
----------- ------------
1996 $30,000,000
1997 20,000,000
ACTUAL: Consolidated Capital Expenditures
for the Fiscal Year
ended , 1996 $
----------- -------
Consolidated Leverage Ratio (Section 7.7)
REQUIRED: Not more than the ratios set forth below opposite the periods
indicated:
Date/Period Ratio
----------- -----
Second Fiscal Quarter End 1996 through the
date preceding Third Fiscal Quarter End 1996 2.00:1.0
Third Fiscal Quarter End 1996 through the
date preceding Second Fiscal Quarter End 1997 2.15:1.0
Second Fiscal Quarter End 1997 through the
date preceding Fiscal Year End 1997 2.00:1.0
Fiscal Year End 1997 through the date
preceding First Fiscal Quarter End 1998 1.75:1.0
First Fiscal Quarter End 1998 and thereafter 1.50:1.0
ACTUAL:
(i) Consolidated Funded Indebtedness $________
(ii) Consolidated Adjusted EBITDA $________
(iii) Line (i) divided by line (ii) : 1.00
======= =========
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Consolidated Adjusted EBITDA (Section 7.8)
REQUIRED: Not less than the amounts set forth below for each four fiscal quarter
period ending during the periods indicated:
Period Consolidated Adjusted EBITDA
------ ----------------------------
Second Fiscal Quarter End 1996 through the
date preceding Third Fiscal Quarter End 1996 19,500,000
Third Fiscal Quarter End 1996 through the
date preceding First Fiscal Quarter End 1997 19,000,000
First Fiscal Quarter End 1997 through the
date preceding Second Fiscal Quarter End 1997 20,000,000
Second Fiscal Quarter End 1997 through the
date preceding Third Fiscal Quarter End 1997 21,000,000
Third Fiscal Quarter End 1997 through the
date preceding Fiscal Year End 1997 22,000,000
Fiscal Year End 1997 through the date
preceding Fiscal Year End 1998 23,000,000
Fiscal Year End 1998 through the date
preceding First Fiscal Quarter End 1999 25,000,000
First Fiscal Quarter End 1999 through the
date preceding First Fiscal Quarter End 2000 27,500,000
First Fiscal Quarter End 2000 and thereafter 30,000,000
ACTUAL: Consolidated Adjusted EBITDA for the four
fiscal quarter period ending _______, 19__ $__________
Net "due From" account with respect to UFI (Section 9.3(e))
REQUIRED: Not in excess of $3,500,000
ACTUAL: $___________________
18
EXHIBIT C
ACKNOWLEDGMENT OF AFFLIATE GUARANTORS
Reference is made to the Revolving Credit and Term Loan Agreement dated
as of December 9, 1994, as amended (the "Credit Agreement") by and among Uno
Restaurants, Inc., as Borrower, certain of its affiliates as Guarantors, Fleet
Bank of Massachusetts, N.A., as Agent, and the Banks parties thereto.
Capitalized terms used herein and not defined shall have the meanings set forth
in the Credit Agreement.
Each of the undersigned Guarantors has executed and delivered an
Affiliate Guaranty Agreement (each an "Affiliate Guaranty Agreement" and
collectively the "Affiliate Guaranty Agreements") in favor of the Agent. The
Loan Parties, the Banks and the Agent desire to enter into a Third Amendment of
Revolving Credit and Term Loan Agreement of even date herewith (the "Third
Amendment"), and as a condition thereof, the Banks and the Agent require that
the undersigned execute and deliver this Acknowledgment of Affiliate Guarantors.
NOW, THEREFORE, in consideration of the Bank's extending financial
accommodations to the Loan Parties from time to time and entering into the Third
Amendment, the undersigned Affiliate Guarantors hereby (a) acknowledge the
execution and delivery of the Third Amendment and agree that the Affiliate
Guaranty Agreements are in full force and effect after giving effect to the
Third Amendment and (b) certify that their representations and warranties as set
forth in the Affiliate Guaranty Agreements are true and correct as of the date
hereof.
Executed as of March 29, 1996.
GRAYBORN BUENA VISTA, INC.
HERALD CENTER UNO REST. INC.
PARAMUS UNO, INC.
PIZZERIA DUE, INC.
PIZZERIA UNO, INC.
PIZZERIA UNO OF ALBANY INC.
PIZZERIA UNO OF BAY RIDGE, INC.
PIZZERIA UNO OF BAYSIDE, INC.
PIZZERIA UNO OF BETHESDA, INC.
PIZZERIA UNO OF BROCKTON, INC.
PIZZERIA UNO OF BUENA VISTA, INC.
PIZZERIA UNO OF COLUMBUS
AVENUE, INC.
PIZZERIA UNO OF DOCK SQUARE,
INC.
PIZZERIA UNO OF EAST VILLAGE INC.
PIZZERIA UNO OF 86TH STREET, INC.
19
PIZZERIA UNO OF FAIR OAKS, INC.
PIZZERIA UNO OF FAIRFIELD, INC.
PIZZERIA UNO OF FOREST HILLS, INC.
PIZZERIA UNOF HABOR PLACE, INC.
PIZZERIA UNO OF KINGSTON, INC.
PIZZERIA UNO OF LYNBROOK, INC.
PIZZERIA UNO OF PARAMUS, INC.
PIZZERIA UNO OF PENN CENTER, INC.
PIZZERIA UNO OF RESTON, INC.
PIZZERIA UNO ST. LOUIS, INC.
PIZZERIA UNO OF SOUTH STREET
SEAPORT, INC.
PIZZERIA UNO OF SPRINGFIELD, INC.
PIZZERIA UNO OF SYRACUSE, INC.
PIZZERIA UNO OF TENNESSEE, INC.
PIZZERIA UNO OF UNION STATION,INC.
PIZZERIA UNO OF WASHINGTON, D.C.,
INC.
PIZZERIA UNO OF WESTFARMS, INC.
SAXET CORPORATION
XXXXXX CORPORATION
SU CASA, INC.
UNO RESTAURANTS OF NEW YORK,
INC.
XXXXXXX XXXXX PIZZERIA, INC.
0000 XXXXXXXXXXXXX XXXXX CORP.
MARKETING SERVICES GROUP, INC.
PIZZERIA UNO OF ANNAPOLIS, INC.
PIZZERIA UNO OF BALLSTON, INC.
PIZZERIA UNO OF NORFOLK, INC.
PLIZZETTAS OF CONCORD, INC.
UNO RESTAURANT OF COLUMBUS,
INC.
UNO RESTAURANT OF GREAT NECK,
INC.
UNO RESTAURANT OF ST. XXXXXXX,
INC.
B.S. ACQUISITION CORP.
B.S. INTANGIBLE ASSET CORP.
B.S. OF SCHAUMBURG, INC.
B.S. OF WOODBRIDGE, INC.
20
UNO BAY, INC.
NEWPORT NEWS UNO, INC.
XXXXXX TAKERY, INC.
PLIZZETTAS OF PAOLI, INC.
XXXXXXX UNO, INC.
UNO OF AURORA, INC.
UNO OF DAYTONA, INC.
UNO OF GREENWOOD, INC.
UNO OF XXXXXXXXX, INC.
UNO OF MANCHESTER, INC.
UNO OF SCHAUMBURG, INC.
UNO RESTAURANT OF SHREWSBURY,
INC. (f/k/a Uno of Shrewsbury, Inc.)
UNO OF SMOKETOWN, INC.
UNO RESTAURANT OF WOBURN, INC.
WESTMINSTER UNO, INC.
UNO RESTAURANT SECURITIES CORP.
NEWINGTON UNO, INC.
KISSIMMEE UNO, INC.
UNO OF XXXXXX, INC.
UNO OF STERLING, INC.
UNO OF FALLS CHURCH, INC.
WALTHAM UNO, INC.
MARLBOROUGH TAKERY, INC.
AURORA UNO, INC.
PIZZERIA UNO OF BUFFALO, INC.
UNO OF LOMBARD, INC.
By:______________________________________
Xxxxxx X. Xxxxx, Senior Vice President
PIZZERIA UNO MASSACHUSETTS
BUSINESS TRUST
By:______________________________________
Xxxxxx X. Xxxxx, Trustee
