NINTH AMENDMENT TO CREDIT AGREEMENT
EXHIBIT
4.01
NINTH
AMENDMENT TO CREDIT
AGREEMENT
THE
STEAK N SHAKE COMPANY, an
Indiana corporation (the “Company”) and FIFTH THIRD BANK, a Michigan
banking corporation, formerly known as Fifth Third Bank (Central Indiana),
and
Fifth Third Bank, Indiana (Central) (the “Bank”), being parties to that certain
Credit Agreement dated as of November 16, 2001, as previously amended
(collectively, the “Agreement”), agree to further amend the Agreement by this
Ninth Amendment to Credit Agreement (this “Amendment”) as follows.
1.
DEFINITIONS. All
defined terms used herein not
otherwise defined in this Amendment shall have their respective meanings set
forth in the Agreement. In addition, the following new definition is
hereby added to Section 1 of the Agreement as follows:
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“Ninth
Amendment” means that certain agreement entitled “Ninth Amendment
to Credit Agreement” entered into by and between the Company and the Bank
dated as of August 6, 2008, for the purpose of amending this
Agreement.
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2.
THE
REVOLVING LOAN. Section
2(a)(i) and the first sentence of Section 2(a)(ii) of the Agreement are hereby
amended and restated in their respective entireties as follows:
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(i)
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The
Commitment -- Use
of Proceeds. From the date of the Ninth Amendment and
until the Revolving Loan Maturity Date, the Bank agrees to make Advances
(collectively, the “Revolving Loan”) to the Company from time to time
under a revolving line of credit of amounts not exceeding in the
aggregate
principal amount at any time outstanding the amount of Thirty Million
and
No/100 Dollars ($30,000,000.00). Proceeds of the Revolving Loan may
be
used by the Company only to fund general corporate purposes.
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(ii)
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Method
of
Borrowing. The obligation of the Company to repay the
Revolving Loan shall be evidenced by a Promissory Note of the Company
in
the form of Exhibit
“A”
attached to the Ninth Amendment (the “Revolving Note”).
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3.
FINANCIAL
COVENANTS. Sections 5(g)(i) and 5(g)(ii) of the Agreement are
hereby amended and restated in their respective entireties as
follows:
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(i)
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Maximum
Ratio of
Funded Debt to EBITDA. As of the end of each period of four (4)
consecutive fiscal quarters ending as of the last day of each fiscal
quarter, the Company shall maintain a ratio of Funded Debt to EBITDA
of
not more than 4.75 to 1.00. On and after the date of the Ninth Amendment,
for purposes of calculating EBITDA, the calculation of earnings shall
exclude a one-time, non-cash impairment charge of up to $17,500,000
pre-tax taken during the Company’s third fiscal quarter in 2008.
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(ii)
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Debt
Service Coverage
Ratio. As of the end of each period of four (4)
consecutive fiscal quarters ending as of the last day of each fiscal
quarter, the Company shall maintain a debt service coverage ratio
of not
less than .70 to 1.00. For purposes of this
covenant, the phrase "debt service coverage ratio" means the ratio
of: (A)
the sum of net income, interest expense, plus rent expense, to (B)
the sum
of interest expense, rent expense, the Current Portion of all lease
obligations, plus the Current Portion of all long term debt. The
term
“Current Portion” means all payments scheduled to be paid over the twelve
(12) month period immediately following the date of
determination. On and after the date of the Ninth Amendment,
the calculation of net income shall exclude a one-time, non-cash
impairment charge of up to $17,500,000 pre-tax taken during the Company’s
third fiscal quarter in 2008.
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4.
WAIVERS. The
Bank hereby waives the
violations of: (i) Section 5(g)(i) of the Agreement with respect to the failure
by the Company to maintain a maximum ratio of Funded Debt to EBITDA of not
more
than 4.75 to 1.00 for the period ending at the end of the Company’s third fiscal
quarter in 2008; and (ii) Section 5(g)(ii) of the
Agreement with respect to the failure of the Company to maintain a
debt service coverage ratio of not less than .70 to 1.00 for the period ending
at the end of the Company’s third fiscal quarter in 2008, as required therein,
but strict compliance with these covenants, as amended herein, shall be required
at all times hereafter. Nothing in this paragraph shall be construed
as a waiver of any other term or condition of the Agreement or be construed
as a
commitment on the part of the Bank to waive any subsequent violation of the
same
or any other term or condition set forth in the Agreement, as amended by this
Amendment.
5.
REPRESENTATIONS
AND WARRANTIES. In
order to induce the Bank to enter into this Amendment, the Company affirms
that
the representations and warranties contained in the Agreement are correct as
of
the date of this Amendment, except that (i) they shall be deemed to also refer
to this Amendment as well as all documents named herein and,
(ii) Section 3(d) of the
Agreement shall be deemed also to refer to the most recent audited
and unaudited financial statements of the Company delivered to the
Bank.
6.
EVENTS
OF
DEFAULT. The Company
certifies to the Bank that no Event of Default or Unmatured Event of Default
under the Agreement, as amended by this Amendment, has occurred and is
continuing as of the date of this Amendment, except as are waived
herein.
7.
CONDITIONS
PRECEDENT. As
conditions precedent to the effectiveness of this Amendment, the Bank shall
have
received the following contemporaneously with execution and delivery of this
Amendment, each duly executed, dated and in form and substance satisfactory
to
the Bank:
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(i)
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This
Amendment duly executed by the Company.
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(ii)
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The
Revolving Note in the form of Exhibit
"A"
attached hereto duly executed by the Company.
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(iii)
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The
Reaffirmation of Guaranty Agreement in the form attached hereto as
Exhibit
"B"
duly executed by Steak n Shake Operations, Inc.
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(iv)
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The
Reaffirmation of Guaranty Agreement in the form attached hereto as
Exhibit
"C"
duly executed by Steak n Shake Enterprises, Inc.
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(v)
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The
Reaffirmation of Guaranty Agreement in the form attached hereto as
Exhibit
"D"
duly executed by SnS Investment
Company.
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(vi)
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Payment
by the Company to the Bank contemporaneously with the execution hereof
of
an amendment and waiver fee in the amount of $30,000.
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(vii)
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Resolutions
of the Board of Directors of the Company authorizing the execution,
delivery and performance, respectively, of this Amendment, the Revolving
Note, and all other Loan Documents provided for in this Amendment
to which
the Company is a party certified by the Secretary of the Board of
Directors of the Company as being in full force and effect and duly
adopted as of the date hereof.
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(viii)
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The
Certificate of the Secretary of the Board of Directors of the Company
certifying the names of the officer or officers authorized to execute
this
Amendment, the Revolving Note, and all other Loan Documents provided
for
in this Amendment to which the Company is a party, together with
a sample
of the true signature of each such officer, dated as of the date
of this
Amendment.
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(ix)
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Resolutions
of the Board of Directors of Steak n Shake Operations, Inc., an Indiana
corporation, authorizing the execution, delivery and performance,
respectively, of its Reaffirmation of Guaranty Agreement and all
other
Loan Documents provided for in this Amendment to which Steak n Shake
Operations, Inc. is a party certified by the Secretary of the Board
of
Directors of Steak n Shake Operations, Inc. as being in full force
and
effect and duly adopted as of the date hereof.
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(x)
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The
Certificate of the Secretary of the Board of Directors of Steak n
Shake
Operations, Inc. certifying the names of the officer or officers
authorized to execute its Reaffirmation of Guaranty Agreement and
all
other Loan Documents provided for in this Amendment to which Steak
n Shake
Operations, Inc. is a party, together with a sample of the true signature
of each such officer, dated as of the date of this Amendment.
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(xi)
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Resolutions
of the Board of Directors of Steak n Shake Enterprises, Inc., an
Indiana
corporation, authorizing the execution, delivery and performance,
respectively, of its Reaffirmation of Guaranty Agreement and all
other
Loan Documents provided for in this Amendment to which Steak n Shake
Enterprises, Inc. is a party certified by the Secretary of the Board
of
Directors of Steak n Shake Enterprises, Inc. as being in full force
and
effect and duly adopted as of the date hereof.
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(xii)
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The
Certificate of the Secretary of the Board of Directors of Steak n
Shake
Enterprises, Inc. certifying the names of the officer or officers
authorized to execute its Reaffirmation of Guaranty Agreement and
all
other Loan Documents provided for in this Amendment to which Steak
n Shake
Enterprises, Inc. is a party, together with a sample of the true
signature
of each such officer, dated as of the date of this Amendment.
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(xiii)
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Resolutions
of the Board of Directors of SnS Investment Company, an Indiana
corporation, authorizing the execution, delivery and performance,
respectively, of its Reaffirmation of Guaranty Agreement and all
other
Loan Documents provided for in this Amendment to which SnS Investment
Company is a party certified by the Secretary of the Board of Directors of
SnS Investment Company as being in full force and effect and duly
adopted
as of the date hereof.
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(xiv)
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The
Certificate of the Secretary of the Board of Directors of SnS Investment
Company certifying the names of the officer or officers authorized
to
execute its Reaffirmation of Guaranty Agreement and all other Loan
Documents provided for in this Amendment to which SnS Investment
Company
is a party, together with a sample of the true signature of each
such
officer, dated as of the date of this Amendment.
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8.
PRIOR
AGREEMENTS. The Agreement,
as
amended by this Amendment, supersedes all previous agreements and commitments
made or issued by the Bank with respect to the Loans and all other subjects
of
this Amendment, including, without limitation, any oral or written proposals
which may have been made or issued by the Bank.
9.
EFFECT
OF
AMENDMENT. The provisions
contained herein shall serve to supplement and amend the provisions of the
Agreement. To the extent that the terms of this Amendment conflict
with the terms of the Agreement, the provisions of this Amendment shall control
in all respects.
10.
REAFFIRMATION. Except
as expressly amended by
this Amendment, all of the terms and conditions of the Agreement shall remain
in
full force and effect as originally written and as previously
amended.
11.
COUNTERPARTS. This
Amendment
may be executed in any number of counterparts, each of which shall be an
original and all of which when taken together shall be one and the same
agreement.
IN
WITNESS WHEREOF, the
Company and the Bank have executed and delivered in Indiana this Ninth Amendment
Credit Agreement by their respective duly authorized officers as of August
6,
2008.
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THE
STEAK N SHAKE
COMPANY, an Indiana corporation
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By:
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/s/
Xxxxx X. Xxxxx
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Xxxxx
X. Xxxxx, Vice President, General Counsel and Corporate Secretary
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FIFTH
THIRD BANK, a
Michigan banking corporation, formerly known as Fifth Third Bank (Central
Indiana), and Fifth Third Bank, Indiana (Central)
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By:
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/s/
Xxxxxxx X.
Xxxxxxx
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Xxxxxxx
X. Xxxxxxx, Vice President
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SCHEDULE
OF
EXHIBITS
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Exhibit
"A"
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Promissory
Note (Revolving Loan)($30,000,000.00) (The Steak n Shake Company)
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Exhibit
"B"
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Reaffirmation
of Guaranty Agreement (Steak n Shake Operations, Inc.)
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Exhibit
"C"
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Reaffirmation
of Guaranty Agreement (Steak n Shake Enterprises, Inc.)
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Exhibit
"D"
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Reaffirmation
of Guaranty Agreement (SnS Investment Company)
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PROMISSORY
NOTE
(Revolving
Loan)
Indianapolis,
Indiana
$30,000,000.00 Dated:
August 6, 2008
Final
Maturity: January 30,
2009
On
or before January 30, 2009 (“Final
Maturity”), THE STEAK N SHAKE
COMPANY, an Indiana corporation (the “Maker”) promises to pay to the
order of FIFTH THIRD BANK,
a Michigan banking
corporation, formerly known as Fifth Third Bank
(Central Indiana), and Fifth Third Bank, Indiana (Central) (the “Bank”) at the
principal office of the Bank at Indianapolis, Indiana, the principal sum of
Thirty Million and 00/100 Dollars ($30,000,000.00), or so much of the principal
amount of the Loan represented by this Note as may be disbursed by the Bank
pursuant to the terms of the Credit Agreement described below, and to pay
interest on the unpaid principal balance outstanding from time to time as
provided in this Note.
This
Note evidences indebtedness (the
“Loan”) incurred or to be incurred by the Maker under a revolving line of credit
extended to the Maker by the Bank under a Credit Agreement dated as of November
16, 2001, as amended (the “Credit Agreement”). All references in this
Note to the Credit Agreement shall be construed as references to that Agreement
as it may be amended from time to time. The Loan is referred to in
the Credit Agreement as the “Revolving Loan.” Subject to the terms
and conditions of the Credit Agreement, the proceeds of the Loan may be advanced
and repaid and re-advanced until Final Maturity. The principal amount
of the Loan outstanding from time to time shall be determined by reference
to
the books and records of the Bank on which all Advances under the Loan and
all
payments by the Maker on account of the Loan shall be recorded. Such
books and records shall be deemed primafacie
to be correct
as to such matters. The terms “Advance” and “Banking Day” are used in this Note
as defined in the Credit Agreement.
Interest
on the unpaid principal
balance of the Loan outstanding from time to time prior to and after maturity
will accrue at the rate or rates provided in the Credit
Agreement. Prior to maturity, accrued interest shall be due and
payable on the last Banking Day of each month commencing on the last Banking
Day
of August, 2008. After maturity, interest shall be due and payable as
accrued and without demand. Interest will be calculated by applying
the ratio of the annual interest rate over a year of 360 days, multiplied by
the
outstanding principal balance, multiplied by the actual number of days the
principal balance is outstanding.
The
entire outstanding principal
balance of this Note shall be due and payable, together with accrued interest,
at Final Maturity. Principal may be prepaid, but only as provided in
the Credit Agreement.
If
any installment of interest due
under the terms of this Note is not paid when due, then the Bank or any
subsequent holder of this Note may, subject to the terms of the Credit
Agreement, at its option and without notice, declare the entire principal amount
of the Note and all accrued interest immediately due and
payable. Reference is made to the Credit Agreement which provides for
acceleration of the maturity of this Note upon the happening of other “Events of
Default” as defined therein.
If
any installment of interest due
under the terms of this Note prior to maturity is not paid in full within ten
(10) days when due, then the Bank at its option and without prior notice to
the
Maker, may assess a late payment fee in an amount equal to the greater of $20.00
or five percent (5%) of the amount past due. Each late payment fee
assessed shall be due and payable on the earlier of the next regularly scheduled
interest payment date or the maturity of this Note. Waiver by the
Bank of any late payment fee assessed, or the failure of the Bank in any
instance to assess a late payment fee shall not be construed as a waiver by
the
Bank of its right to assess late payment fees thereafter.
All
payments on account of this Note
shall be applied first to expenses of collection, next to any late payment
fees
which are due and payable, next to interest which is due and payable, and only
after satisfaction of all such expenses, fees and interest, to
principal.
The
Maker and any endorsers severally
waive demand, presentment for payment and notice of nonpayment of this Note,
and
each of them consents to any renewals or extensions of the time of payment
of
this Note without notice. All amounts payable under the terms of this Note
shall
be payable with expenses of collection, including attorneys' fees, and without
relief from valuation and appraisement laws.
This
Note supersedes and replaces that
certain Promissory Note (Revolving Loan) made by the Maker payable to the order
of the Bank dated May 16, 2008, in the principal amount of $45,000,000.00 and
maturing on January 30, 2009.
This
Note is made under and will be
governed in all cases by the substantive laws of the State of Indiana,
notwithstanding the fact that Indiana conflicts of law rules might otherwise
require the substantive rules of law of another jurisdiction to
apply.
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THE
STEAK N SHAKE
COMPANY, an Indiana corporation
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By: /s/
Xxxxx X. Xxxxx
Xxxxx
X.
Xxxxx, Vice President, General Counsel and Corporate Secretary
Exhibit
"B"
REAFFIRMATION
OF GUARANTY
AGREEMENT
(Steak
n
Shake Operations, Inc.)
The
undersigned (the “Guarantor”), being the Guarantor under that certain Guaranty
Agreement dated as of November 16, 2001 (the “Guaranty”), pursuant to which the
undersigned guaranteed the obligations of THE STEAK N SHAKE COMPANY, an
Indiana corporation (the “Company”) to FIFTH THIRD BANK, a Michigan
banking corporation, formerly known as Fifth Third Bank (Central
Indiana),and Fifth Third Bank, Indiana (Central) (the “Bank”) under
the terms of that certain Credit Agreement (the “Agreement”) dated as
of November 16, 2001, entered into by and between the Company and the Bank,
as
previously amended, hereby consents to the execution of that certain Ninth
Amendment to Credit Agreement to be entered into by and between the Company
and
the Bank dated as of even date herewith (the “Amendment”), hereby agrees that
the Obligations (as defined in the Guaranty) shall include the obligations
of
the Company to the Bank under the Agreement as amended by the Amendment, which
Amendment, among other things, decreases the amount of the Revolving Loan (as
defined in the Agreement) to $30,000,000.00 and modifies the method of
calculating the financial covenants provided thereunder, and the undersigned
reaffirms its Obligations under, and agrees to be bound by, the terms of the
Guaranty.
Further,
the Guarantor acknowledges that while it may be the present practice of the
Bank
to obtain the undersigned’s consent to the execution and delivery of the
Amendment, the Bank may discontinue any such practice in the future and such
discontinuance shall not be construed as a waiver of the Bank’s right, in its
discretion, to enter into any further amendments to or grant any further waivers
of any of the terms and conditions of the Agreement without the consent of
the
undersigned, and the Bank’s failure to request or obtain the consent of the
undersigned to any such amendment or waiver shall not affect the liability
of
the undersigned to the Bank under the Guaranty.
IN
WITNESS WHEREOF, the
undersigned has executed this Reaffirmation of Guaranty Agreement by its duly
authorized officer as of August 6, 2008.
STEAK
N SHAKE OPERATIONS,
INC., an Indiana corporation
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By:
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/s/
Xxxxx X.
Xxxxx
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Xxxxx
X.
Xxxxx, Vice President, General Counsel and Corporate Secretary
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STATE
OF INDIANA
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)
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SS:
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COUNTY
OF Xxxxxx
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)
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Before
me, a Notary Public in and for said County and State, personally appeared
Xxxxx X. Xxxxx, the
Vice
President, General Counsel and
Corporate Secretary of STEAK N SHAKE OPERATIONS,
INC., an Indiana corporation, who as such authorized officer acknowledged
execution of the foregoing Reaffirmation of Guaranty Agreement on behalf
of said
corporation this 6th day of
August,
2008.
Signature: /s/
Xxxx
Xxxxxx
Printed: Xxxx
Xxxxxx, Notary Public
My
Commission Expires: 3/3/2015
My
County
of Residence: Xxxxxxx
Exhibit
"C"
REAFFIRMATION
OF GUARANTY
AGREEMENT
(Steak
n
Shake Enterprises, Inc.)
The
undersigned (the “Guarantor”), being the Guarantor under that certain Guaranty
Agreement dated as of August 21, 2006 (the “Guaranty”), pursuant to which the
undersigned guaranteed the obligations of THE STEAK N SHAKE COMPANY, an
Indiana corporation (the “Company”) to FIFTH THIRD BANK, a Michigan
banking corporation, formerly known as Fifth Third Bank (Central Indiana),
and
Fifth Third Bank, Indiana (Central) (the “Bank”) under the terms of
that certain Credit Agreement (the “Agreement”) dated as of November 16, 2001,
entered into by and between the Company and the Bank, as previously amended,
hereby consents to the execution of that certain Ninth Amendment to Credit
Agreement to be entered into by and between the Company and the Bank dated
as of
even date herewith (the “Amendment”), and hereby agrees that the Obligations (as
defined in the Guaranty) shall include the obligations of the Company to the
Bank under the Agreement as amended by the Amendment, which Amendment, among
other things, decreases the amount of the Revolving Loan (as defined in the
Agreement) to $30,000,000.00 and modifies the method of calculating the
financial covenants provided thereunder, and the undersigned reaffirms its
Obligations under, and agrees to be bound by, the terms of the
Guaranty.
Further,
the Guarantor acknowledges that while it may be the present practice of the
Bank
to obtain the undersigned’s consent to the execution and delivery of the
Amendment, the Bank may discontinue any such practice in the future and such
discontinuance shall not be construed as a waiver of the Bank’s right, in its
discretion, to enter into any further amendments to or grant any further waivers
of any of the terms and conditions of the Agreement without the consent of
the
undersigned, and the Bank’s failure to request or obtain the consent of the
undersigned to any such amendment or waiver shall not affect the liability
of
the undersigned to the Bank under the Guaranty.
IN
WITNESS WHEREOF, the
undersigned has executed this Reaffirmation of Guaranty Agreement by its duly
authorized officer as of August 6, 2008.
STEAK
N SHAKE ENTERPRISES,
INC., an Indiana corporation
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By:
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/s/
Xxxxx X.
Xxxxx
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Xxxxx
X.
Xxxxx, Vice President, General Counsel and Corporate Secretary
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STATE
OF INDIANA
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)
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)
SS:
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COUNTY
OF Xxxxxx
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)
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Before
me, a Notary Public in and for said County and State, personally appeared
Xxxxx X. Xxxxx, the
Vice
President, General Counsel and
Corporate Secretary of STEAK N SHAKE ENTERPRISES,
INC., an Indiana corporation, who as such authorized officer acknowledged
execution of the foregoing Reaffirmation of Guaranty Agreement on behalf
of said
corporation this 6th day of
August,
2008.
Signature: /s/
Xxxx
Xxxxxx
Printed: Xxxx
Xxxxxx, Notary Public
My
Commission Expires: 3/3/2015
My
County
of Residence: Xxxxxxx
Exhibit
"D"
REAFFIRMATION
OF GUARANTY
AGREEMENT
(SnS
Investment Company)
The
undersigned (the “Guarantor”), being the Guarantor under that certain Guaranty
Agreement dated as of November 16, 2001 (the “Guaranty”), pursuant to which the
undersigned guaranteed the obligations of THE STEAK N SHAKE COMPANY, an
Indiana corporation (the “Company”) to FIFTH THIRD BANK, a Michigan
banking corporation, formerly known as Fifth Third Bank (Central Indiana),
a
Michigan banking corporation and formerly known as Fifth Third Bank, Indiana
(Central) (the “Bank”) under the terms of that certain Credit
Agreement (the “Agreement”) dated November 16, 2001, entered into by and between
the Company and the Bank, as previously amended, hereby consents to the
execution of that certain Ninth Amendment to Credit Agreement to be entered
into
by and between the Company and the Bank dated as of even date herewith (the
“Amendment”), and hereby agrees that the Obligations (as defined in the
Guaranty) shall include the obligations of the Company to the Bank under the
Agreement as amended by the Amendment, which Amendment, among other things,
decreases the amount of the Revolving Loan (as defined in the Agreement) to
$30,000,000.00 and modifies the method of calculating the financial covenants
provided thereunder, and the undersigned reaffirms its Obligations under, and
agrees to be bound by, the terms of the Guaranty.
Further,
the Guarantor acknowledges that while it may be the present practice of the
Bank
to obtain the undersigned’s consent to the execution and delivery of the
Amendment, the Bank may discontinue any such practice in the future and such
discontinuance shall not be construed as a waiver of the Bank’s right, in its
discretion, to enter into any further amendments to or grant any further waivers
of any of the terms and conditions of the Agreement without the consent of
the
undersigned, and the Bank’s failure to request or obtain the consent of the
undersigned to any such amendment or waiver shall not affect the liability
of
the undersigned to the Bank under the Guaranty.
IN
WITNESS WHEREOF, the
undersigned has executed this Reaffirmation of Guaranty Agreement by its duly
authorized officer as of August 6, 2008.
SnS
INVESTMENT COMPANY, an
Indiana corporation
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By:
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/s/
Xxxxx X.
Xxxxx
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Xxxxx
X. Xxxxx, Vice President, General Counsel and Corporate
Secretary
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STATE
OF INDIANA
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)
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)
SS:
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COUNTY
OF Xxxxxx
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)
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Before
me, a Notary Public in and for said County and State, personally appeared
Xxxxx X. Xxxxx, the
Vice
President, General Counsel and
Corporate Secretary of STEAK N SHAKE INVESTMENT
COMPANY, an Indiana corporation, who as such authorized officer
acknowledged execution of the foregoing Reaffirmation of Guaranty Agreement
on
behalf of said corporation this 6th day of August,
2008.
Signature: /s/
Xxxx
Xxxxxx
Printed: Xxxx
Xxxxxx, Notary Public
My
Commission Expires: 3/3/2015
My
County
of Residence: Xxxxxxx
