EXHIBIT 10.2
FIRST AMENDMENT
Dated as of May 8, 2003
This FIRST AMENDMENT (the "First Amendment") among AVADO BRANDS, INC., a
Georgia corporation ("Borrower"), each of the lenders that from time to time is
a party to the Credit Agreement (referred to below) as lenders (such lenders,
each individually a "Lender" and collectively, the "Lenders"), HILCO CAPITAL LP,
as administrative agent for the Lenders (in such capacity, together with its
successors and assigns, if any, in such capacity, the "Administrative Agent"),
and DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP, as collateral agent for the
Lenders (in such capacity, together with its successors and assigns, if any, in
such capacity, the "Collateral Agent").
PRELIMINARY STATEMENTS:
(1) The Borrower, the Lenders, the Administrative Agent and the Collateral
Agent have entered into the Third Amended and Restated Credit Agreement dated as
of March 21, 2003, as amended from time to time (as so amended, the "Credit
Agreement"). Unless otherwise defined herein, the terms defined in the Credit
Agreement shall be used herein as therein defined.
(2) The Borrower has requested that certain revisions be made to the Credit
Agreement and the Lenders have agreed to make such revisions on the terms and
subject to the conditions set forth in this First Amendment.
SECTION 1. Amendments to Credit Agreement. The Credit Agreement is,
effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in Section 2 hereof, hereby amended as follows:
(a) Subsection (i) of Section 2.02(d) of the Credit Agreement is amended by
deleting such Subsection in its entirety and substituting a new Subsection (i)
to read as follows:
"(i) Notwithstanding any provisions to the contrary in any Letter of Credit
Reimbursement Agreement: (A) the Borrower shall reimburse the Issuer for amounts
drawn under such Letter of Credit Accommodation no later than the date (the
"Reimbursement Date") which is one (1) Business Day after each date on which the
Issuer shall pay any amount under any Letter of Credit Accommodation pursuant to
any draft or demand under such Letter of Credit Accommodation, and (B) all
Reimbursement Obligations with respect to each Letter of Credit Accommodation
shall bear interest from the date of the relevant drawing or demand under such
Letter of Credit Accommodation until the Reimbursement Date. If Borrower fails
to so reimburse the Issuer by the Reimbursement Date, Borrower shall be deemed
to have requested a Loan to be disbursed on the Reimbursement Date in an amount
equal to the unreimbursed amount, without regard to the minimum and multiples
specified in Section 2.01(b) for the principal amount of Loans."
SECTION 2. Conditions of Effectiveness. This First Amendment shall become
effective (the "Effective Date") as of the May 8, 2003 when the Collateral Agent
shall have received counterparts of this First Amendment executed by the
Borrower and the Requisite Lenders.
SECTION 3. Representations and Warranties of the Borrowers. The Borrower
represents and warrants as follows:
(a) After giving effect to this First Amendment, all of the representations
and warranties contained in the Credit Agreement and in the other Loan Documents
shall be true in all material respects.
(b) After giving effect to this First Amendment, no Default or Event of
Default shall have occurred and be continuing.
SECTION 4. Reference to and Effect on the Loan Documents. Upon the
effectiveness of Section 1 of this First Amendment, on and after the date hereof
each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof" or words of like import referring to the Credit Agreement, and each
reference in the other Loan Documents to "the Credit Agreement", "thereunder",
"thereof" or words of like import referring to the Credit Agreement, shall mean
and be a reference to the Credit Agreement as amended hereby.
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(a) Except as specifically amended above, the Credit Agreement and all
other Loan Documents, are and shall continue to be in full force and effect and
are hereby in all respects ratified and confirmed. Without limiting the
generality of the foregoing, the Loan Documents and all of the Collateral
described therein do and shall continue to secure the payment of all obligations
of the Borrowers under the Credit Agreement, the Notes and the other Loan
Documents, in each case as amended hereby.
(b) The execution, delivery and effectiveness of this First Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or the Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.
SECTION 5. Execution in Counterparts. This First Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one and the
same agreement.
SECTION 6. Governing Law. This First Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
[Signature page to follow]
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to
be executed as of the date first above written.
AVADO BRANDS, INC.
By:_________________________________________
Title:
HILCO CAPITAL LP, as Administrative Agent and Lender
By: ________________________________________
Title:
DRAWBRIDGE SPECIAL OPPORTUNITIES FUND LP, as
Collateral Agent and Lender
By:_________________________________________
Title:
DB SPECIAL OPPORTUNITIES LP
By:_________________________________________
Title:
HIGHBRIDGE/XXXXX
SPECIAL OPPORTUNITIES FUND, L.P.
By:_________________________________________
Title:
TRS METIS LLC
By: ________________________________________
Title:
Exhibits and schedules to this agreement are not filed pursuant to Item
601(b)(2) of SEC Regulation S-K. By the filing of this Form 10-Q, the Registrant
hereby agrees to furnish supplementaly a copy of any omitted exhibit or schedule
to the Commission upon request.
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